Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 06, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | WLH | |
Entity Registrant Name | WILLIAM LYON HOMES | |
Entity Central Index Key | 1,095,996 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Common stock, Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 27,856,010 | |
Common stock, Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,813,884 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
ASSETS | ||
Cash and cash equivalents | $ 35,798 | $ 50,203 |
Restricted cash | 505 | 504 |
Receivables | 6,124 | 14,838 |
Escrow proceeds receivable | 3,024 | 3,041 |
Real estate inventories | 1,753,315 | 1,675,106 |
Investment in joint ventures | 6,414 | 5,413 |
Goodwill | 66,902 | 66,902 |
Intangibles, net of accumulated amortization of $4,640 as of March 31, 2016 and December 31, 2015 | 6,700 | 6,700 |
Deferred income taxes, net | 79,631 | 79,726 |
Other assets, net | 20,622 | 21,017 |
Total assets | 1,979,035 | 1,923,450 |
LIABILITIES AND EQUITY | ||
Accounts payable | 78,854 | 75,881 |
Accrued expenses | 71,576 | 70,324 |
Notes payable | 185,817 | 175,181 |
Total liabilities | $ 1,265,427 | $ 1,251,981 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock, par value $0.01 per share, 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | $ 0 | $ 0 |
Additional paid-in capital | 414,226 | 413,810 |
Retained earnings | 226,977 | 217,963 |
Total William Lyon Homes stockholders’ equity | 641,531 | 632,095 |
Noncontrolling interests | 72,077 | 39,374 |
Total equity | 713,608 | 671,469 |
Total liabilities and equity | 1,979,035 | 1,923,450 |
Common stock, Class A, par value $0.01 per share; 150,000,000 shares authorized; 28,964,219 and 28,363,879 shares issued, 27,856,010 and 27,657,435 outstanding at March 31, 2016 and December 31, 2015, respectively | ||
Equity: | ||
Common stock | 290 | 284 |
Common stock, Class B, par value $0.01 per share; 30,000,000 shares authorized; 3,813,884 shares issued and outstanding at March 31, 2016 and December 31, 2015 | ||
Equity: | ||
Common stock | 38 | 38 |
Senior unsecured loan facility | ||
LIABILITIES AND EQUITY | ||
Total senior notes | 12,390 | 14,066 |
5 3/4% Senior Notes due April 15, 2019 | ||
LIABILITIES AND EQUITY | ||
Total senior notes | 148,429 | 148,295 |
8 1/2% Senior Notes due November 15, 2020 | ||
LIABILITIES AND EQUITY | ||
Total senior notes | 422,887 | 422,896 |
7% Senior Notes due August 15, 2022 | ||
LIABILITIES AND EQUITY | ||
Total senior notes | $ 345,474 | $ 345,338 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Intangibles - Accumulated Amortization | $ 4,640 | $ 4,640 |
Preferred stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, Class A | ||
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 28,964,219 | 28,363,879 |
Common stock, shares outstanding (in shares) | 27,856,010 | 27,657,435 |
Common stock, Class B | ||
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock, shares issued (in shares) | 3,813,884 | 3,813,884 |
Common stock, shares outstanding (in shares) | 3,813,884 | 3,813,884 |
5 3/4% Senior Notes due April 15, 2019 | ||
Stated interest rate | 5.75% | 5.75% |
8 1/2% Senior Notes due November 15, 2020 | ||
Stated interest rate | 8.50% | 8.50% |
7% Senior Notes due August 15, 2022 | ||
Stated interest rate | 7.00% | 7.00% |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating revenue | ||
Home sales | $ 261,295 | $ 189,715 |
Construction services | 3,130 | 7,453 |
Operating revenue | 264,425 | 197,168 |
Operating costs | ||
Cost of sales — homes | (215,171) | (154,081) |
Construction services | (2,824) | (6,029) |
Sales and marketing | (14,993) | (12,224) |
General and administrative | (17,834) | (13,948) |
Amortization of intangible assets | 0 | (203) |
Other | (323) | (536) |
Total operating costs | (251,145) | (187,021) |
Operating income (loss) | 13,280 | 10,147 |
Equity in income of unconsolidated joint ventures | 1,181 | 248 |
Other income, net | 525 | 781 |
Income (loss) before provision for income taxes | 14,986 | 11,176 |
Provision for income taxes | (5,045) | (3,570) |
Net income (loss) | 9,941 | 7,606 |
Less: Net income attributable to noncontrolling interests | (927) | (924) |
Net income available to common stockholders | $ 9,014 | $ 6,682 |
Income per common share: | ||
Basic (in USD per share) | $ 0.25 | $ 0.18 |
Diluted (in USD per share) | $ 0.24 | $ 0.18 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 36,651,846 | 36,463,995 |
Diluted (in shares) | 38,303,861 | 37,633,831 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF EQUITY - 3 months ended Mar. 31, 2016 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Non-Controlling Interests |
Beginning Balance at Dec. 31, 2015 | $ 671,469 | $ 322 | $ 413,810 | $ 217,963 | $ 39,374 |
Beginning Balance (in shares) at Dec. 31, 2015 | 32,178 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 9,941 | 9,014 | 927 | ||
Cash contributions from members of consolidated entities | 33,241 | 33,241 | |||
Cash distributions to members of consolidated entities | (1,465) | (1,465) | |||
Shares remitted to Company to satisfy employee tax obligations | (844) | $ (1) | (843) | ||
Shares remitted to Company to satisfy employee obligations (in shares) | (70) | ||||
Stock based compensation expense | 1,492 | $ 7 | 1,485 | ||
Stock based compensation expense (in shares) | 670 | ||||
Reversal of excess income tax benefit from stock based awards | (226) | (226) | |||
Ending Balance at Mar. 31, 2016 | $ 713,608 | $ 328 | $ 414,226 | $ 226,977 | $ 72,077 |
Ending Balance (in shares) at Mar. 31, 2016 | 32,778 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities | ||
Net income | $ 9,941 | $ 7,606 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 498 | 557 |
Net change in deferred income taxes | 95 | (322) |
Stock based compensation expense | 1,492 | 1,351 |
Equity in earnings of unconsolidated joint ventures | (1,181) | (248) |
Distributions from unconsolidated joint ventures | 324 | 76 |
Net changes in operating assets and liabilities: | ||
Restricted cash | (1) | 0 |
Receivables | 2,382 | 11 |
Escrow proceeds receivable | 17 | (4,278) |
Real estate inventories | (77,662) | (63,101) |
Other assets | 317 | 978 |
Accounts payable | 2,973 | 7,439 |
Accrued expenses | 1,269 | (11,165) |
Net cash used in operating activities | (59,536) | (61,096) |
Investing activities | ||
Investments in and advances to unconsolidated joint ventures | 0 | (1,000) |
Collection of related party note receivable | 6,188 | 0 |
Purchases of property and equipment | (526) | (150) |
Net cash (used in) provided by investing activities | 5,662 | (1,150) |
Financing activities | ||
Proceeds from borrowings on notes payable | 53,162 | 6,148 |
Principal payments on notes payable | (26,526) | (6,962) |
Proceeds from borrowings on Revolver | 55,000 | 89,000 |
Payments on Revolver | (71,000) | (40,000) |
Principal payments on subordinated amortizing notes | (1,676) | (1,760) |
Payment of deferred loan costs | (197) | (561) |
Proceeds from stock options exercised | 0 | 106 |
Shares remitted to, or withheld by the Company for employee tax withholding | (844) | (1,632) |
Excess income tax benefit from stock based awards | (226) | 0 |
Noncontrolling interest contributions | 33,241 | 0 |
Noncontrolling interest distributions | (1,465) | (5,414) |
Net cash provided by financing activities | 39,469 | 38,925 |
Net decrease in cash and cash equivalents | (14,405) | (23,321) |
Cash and cash equivalents — beginning of period | 50,203 | 52,771 |
Cash and cash equivalents — end of period | 35,798 | 29,450 |
Cash paid during the year for income taxes | 100 | 6,229 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Issuance of note payable related to land acquisition | $ 0 | $ 9,500 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies Operations William Lyon Homes, a Delaware corporation (“Parent” and together with its subsidiaries, the “Company”), is primarily engaged in designing, constructing, marketing and selling single-family detached and attached homes in California, Arizona, Nevada, Colorado (under the Village Homes brand), Washington and Oregon (each under the Polygon Northwest Homes brand). Basis of Presentation The preparation of the Company’s financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities as of March 31, 2016 and December 31, 2015 and revenues and expenses for the three month periods ended March 31, 2016 and 2015 . Accordingly, actual results could differ from those estimates. The significant accounting policies using estimates include real estate inventories and cost of sales, impairment of real estate inventories, warranty reserves, loss contingencies, sales and profit recognition, accounting for variable interest entities, business combinations, and valuation of deferred tax assets. The current economic environment increases the uncertainty inherent in these estimates and assumptions. The condensed consolidated financial statements include the accounts of the Company and all majority-owned and controlled subsidiaries and joint ventures, and certain joint ventures and other entities which have been determined to be variable interest entities ("VIEs") in which the Company is considered the primary beneficiary (see Note 2). The accounting policies of the joint ventures are substantially the same as those of the Company. All significant intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements were prepared from our books and records without audit and include all adjustments (consisting of only normal recurring accruals) necessary to present a fair statement of results for the interim periods presented. Readers of this quarterly report should refer to our audited consolidated financial statements as of and for the year ended December 31, 2015 , which are included in our 2015 Annual Report on Form 10-K, as certain disclosures that would substantially duplicate those contained in the audited financial statements have not been included in this report. Real Estate Inventories Real estate inventories are carried at cost net of impairment losses, if any. Real estate inventories consist primarily of land deposits, land and land under development, homes completed and under construction, and model homes. All direct and indirect land costs, offsite and onsite improvements and applicable interest and other carrying charges are capitalized to real estate projects during periods when the project is under development. Land, offsite costs and all other common costs are allocated to land parcels benefited based upon relative fair values before construction. Onsite construction costs and related carrying charges (principally interest and property taxes) are allocated to the individual homes within a phase based upon the relative sales value of the homes. The Company relieves its real estate inventories through cost of sales for the estimated cost of homes sold. Selling expenses and other marketing costs are expensed in the period incurred. From time to time the Company sells land to third parties. The Company does not consider these sales to be core to its homebuilding business, and any gain or loss recognized on these transactions is recorded in other non-operating income. During the three months ended March 31, 2016 the Company sold a parcel of land to a third party that did not result in any gain or loss. A provision for warranty costs relating to the Company’s limited warranty plans is included in cost of sales and accrued expenses at the time the sale of a home is recorded. The Company generally reserves a percent of the sales price of its homes, or a set amount per home closed depending on the operating division, against the possibility of future charges relating to its warranty programs and similar potential claims. Factors that affect the Company’s warranty liability include the number of homes under warranty, historical and anticipated rates of warranty claims, and cost per claim. The Company continually assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary. Changes in the Company’s warranty liability for the three months ended March 31, 2016 and 2015 , are as follows (in thousands): Three Three Warranty liability, beginning of period $ 18,117 $ 18,155 Warranty provision during period 1,429 1,391 Warranty payments during period (3,290 ) (2,011 ) Warranty charges related to construction services projects 103 180 Warranty liability, end of period $ 16,359 $ 17,715 The Company began accruing for warranty costs for units closed in the Washington and Oregon segments at a set rate per home in conjunction with the acquisition of Polygon Northwest Homes during 2014. The Company did not assume any warranty liability for units closed prior to the acquisition date. Interest incurred under the Company’s debt obligations, as more fully discussed in Note 6, is capitalized to qualifying real estate projects under development. Interest activity for the three months ended March 31, 2016 and 2015 are as follows (in thousands): Three Three Interest incurred $ 20,261 $ 18,033 Less: Interest capitalized 20,261 18,033 Interest expense, net of amounts capitalized $ — $ — Cash paid for interest $ 14,911 $ 11,700 Construction Services The Company accounts for construction management agreements using the Percentage of Completion Method in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 605 Revenue Recognition (“ASC 605”). Under ASC 605, the Company records revenues and expenses as a contracted project progresses, and based on the percentage of costs incurred to date compared to the total estimated costs of the contract. The Company entered into construction management agreements to build, sell and market homes in certain communities. For such services, the Company will receive fees (generally 3 to 5 percent of the sales price, as defined) and may, under certain circumstances, receive additional compensation if certain financial thresholds are achieved. Financial Instruments Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, restricted cash, receivables, and deposits. The Company typically places its cash and cash equivalents in investment grade short-term instruments. Deposits, included in other assets, are due from municipalities or utility companies and are generally collected from such entities through fees assessed to other developers. The Company is an issuer of, or subject to, financial instruments with off-balance sheet risk in the normal course of business which exposes it to credit risks. These financial instruments include letters of credit and obligations in connection with assessment district bonds. These off-balance sheet financial instruments are described in more detail in Note 12. Cash and Cash Equivalents Short-term investments with a maturity of three months or less when purchased are considered cash equivalents. The Company’s cash and cash equivalents balance exceeds federally insurable limits as of March 31, 2016 and December 31, 2015 . The Company monitors the cash balances in its operating accounts, however, these cash balances could be negatively impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, the Company has experienced no loss or lack of access to cash in its operating accounts. Restricted Cash Restricted cash consists of deposits made by the Company to a bank account as collateral for the use of letters of credit to guarantee the Company’s financial obligations under certain other contractual arrangements in the normal course of business. Deferred Loan Costs Deferred loan costs represent debt issuance costs and are primarily amortized to interest incurred using the straight line method which approximates the effective interest method. Goodwill In accordance with the provisions of ASC 350, Intangibles, Goodwill and Other , goodwill amounts are not amortized, but rather are analyzed for impairment at the reporting segment level. Goodwill is analyzed on an annual basis, or when indicators of impairment exist. We have determined that we have six reporting segments, as discussed in Note 4, and we perform an annual goodwill impairment analysis during the fourth quarter of each fiscal year. Intangibles Recorded intangible assets primarily relate to brand names of acquired entities, construction management contracts, homes in backlog, and joint venture management fee contracts recorded in conjunction with FASB ASC Topic 852, Reorganizations ("ASC 852"), or FASB ASC Topic 805, Business Combinations ("ASC 805"). All Intangible assets with the exception of those relating to brand names were valued based on expected cash flows related to home closings, and the asset is amortized on a per unit basis, as homes under the contracts close. Our brand name intangible assets are deemed to have an indefinite useful life. Income per common share The Company computes income per common share in accordance with FASB ASC Topic 260, Earnings per Share , which requires income per common share for each class of stock to be calculated using the two-class method. The two-class method is an allocation of income between the holders of common stock and a company’s participating security holders. Basic income per common share is computed by dividing income or loss available to common stockholders by the weighted average number of shares of common stock outstanding. For purposes of determining diluted income per common share, basic income per common share is further adjusted to include the effect of potential dilutive common shares. Income Taxes Income taxes are accounted for under the provisions of Financial Accounting Standards Board ASC 740 , Income Taxes, using an asset and liability approach. Deferred income taxes reflect the net effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and operating loss and tax credit carryforwards measured by applying currently enacted tax laws. A valuation allowance is provided to reduce net deferred tax assets to an amount that is more likely than not to be realized. ASC 740 prescribes a recognition threshold and a measurement criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be considered “more-likely-than-not” to be sustained upon examination by taxing authorities. In addition, the Company has elected to recognize interest and penalties related to uncertain tax positions in the income tax provision. Impact of Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which clarifies existing accounting literature relating to how and when revenue is recognized by an entity. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, Revenue Recognition , and most industry-specific guidance. ASU 2014-09 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. In doing so, an entity will need to exercise a greater degree of judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price, and allocating the transaction price to each separate performance obligation. ASU 2014-09 also supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts . ASU 2014-09 is effective for public companies for interim and annual reporting periods beginning after December 15, 2017, and is to be applied either retrospectively or using the cumulative effect transition method, with early adoption not permitted. The Company has not yet selected a transition method, and is currently evaluating the impact the adoption of ASU 2014-09 will have on its consolidated financial statements and related disclosures. In February 2015, FASB issued ASU No. 2015-02 " Consolidation (Topic 810): Amendments to the Consolidation Analysis " ("ASU 2015-02"). ASU 2015-02 amends the consolidation guidance for variable interest entities and voting interest entities, among other items, by eliminating the consolidation model previously applied to limited partnerships, emphasizing the risk of loss when determining a controlling financial interest and reducing the frequency of the application of related-party guidance when determining a controlling financial interest. ASU 2015-02 is effective for public companies for interim and annual reporting periods beginning after December 15, 2015. The adoption of this ASU did not have a material impact on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “ Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ” (ASU 2016-09”). ASU 2016-09 simplifies several aspects for the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual and interim periods in fiscal years beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the potential impact the adoption of ASU 2016-09 will have on its consolidated financial statements. |
Variable Interest Entities and
Variable Interest Entities and Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2016 | |
Noncontrolling Interest [Abstract] | |
Variable Interest Entities and Noncontrolling Interests | Variable Interest Entities and Noncontrolling Interests As of March 31, 2016 and December 31, 2015 , the Company was party to eleven and eight joint ventures, respectively, for the purpose of land development and homebuilding activities which we have determined to be VIEs. The Company, as the managing member, has the power to direct the activities of the VIEs since it manages the daily operations and has exposure to the risks and rewards of the VIEs, based upon the allocation of income and loss per the respective joint venture agreements. Therefore, the Company is the primary beneficiary of the joint ventures, and the VIEs were consolidated as of March 31, 2016 and December 31, 2015 . As of March 31, 2016 , the assets of the consolidated VIEs totaled $226.7 million , of which $5.1 million was cash and cash equivalents and $220.2 million was real estate inventories. The liabilities of the consolidated VIEs totaled $127.1 million , primarily comprised of notes payable, accounts payable and accrued liabilities. As of December 31, 2015 , the assets of the consolidated VIEs totaled $155.0 million , of which $2.8 million was cash and cash equivalents and $148.6 million was real estate inventories. The liabilities of the consolidated VIEs totaled $97.1 million , primarily comprised of notes payable, accounts payable and accrued liabilities. |
Investments in Unconsolidated J
Investments in Unconsolidated Joint Ventures Investments in Unconsolidated Joint Ventures | 3 Months Ended |
Mar. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Joint Ventures | Investments in Unconsolidated Joint Ventures The table set forth below summarizes the combined unaudited statements of operations for our unconsolidated mortgage joint ventures that we accounted for under the equity method (in thousands): Three Months Ended March 31, 2016 Three Months Ended March 31, 2015 Revenues $ 3,967 $ 706 Cost of sales (1,925 ) (382 ) Income of unconsolidated joint ventures $ 2,042 $ 324 Income from unconsolidated joint ventures reflected in the accompanying consolidated statements of operations represents our share of the income of our unconsolidated mortgage joint ventures, which is allocated based on the provisions of the underlying joint venture operating agreements less any additional impairments recorded against our investments in joint ventures which we do not deem recoverable. For the three months ended March 31, 2016 , and 2015 , the Company recorded income of $1.2 million and $0.2 million , respectively, from its unconsolidated joint ventures. This income was primarily attributable to our share of income related to mortgages that were generated and issued to qualifying home buyers during the periods. During the three months ended March 31, 2016 , and 2015 , all of our unconsolidated joint ventures were reviewed for impairment. Based on the impairment review, no joint ventures were determined to be impaired. The table set forth below summarizes the combined unaudited balance sheets for our unconsolidated joint ventures that we accounted for under the equity method (in thousands): March 31, 2016 December 31, 2015 Assets Cash $ 7,037 $ 6,340 Loans held for sale 30,294 29,312 Accounts receivable 159 309 Other assets 61 390 Total Assets $ 37,551 $ 36,351 Liabilities and Equity Accounts payable $ 326 $ 651 Accrued expenses 835 774 Credit lines payable 27,613 27,350 Other liabilities 21 515 Members equity 8,756 7,061 Total Liabilities and Equity $ 37,551 $ 36,351 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company operates one principal homebuilding business. In accordance with FASB ASC Topic 280, Segment Reporting ("ASC 280"), the Company has determined that each of its operating divisions is an operating segment.The Company’s President and Chief Executive Officer has been identified as the chief operating decision maker. The Company’s chief operating decision maker directs the allocation of resources to operating segments based on the profitability and cash flows of each respective segment. The Company’s homebuilding operations design, construct and sell a wide range of homes designed to meet the specific needs in each of its markets. As such, in accordance with the aggregation criteria defined by FASB ASC Topic 280, Segment Reporting (“ASC 280”), the Company’s homebuilding operating segments have been grouped into six reportable segments: California , consisting of operating divisions in i ) Southern California, consisting of operations in Orange, Los Angeles, Riverside and San Bernardino counties; and ii ) Northern California, consisting of operations in Alameda, Contra Costa, San Joaquin, and Santa Clara counties. Arizona , consisting of operations in the Phoenix, Arizona metropolitan area. Nevada , consisting of operations in the Las Vegas, Nevada metropolitan area. Colorado , consisting of operations in the Denver, Colorado metropolitan area. Washington , consisting of operations in the Seattle, Washington metropolitan area. Oregon , consisting of operations in the Portland, Oregon metropolitan area. Corporate develops and implements strategic initiatives and supports the Company’s operating segments by centralizing key administrative functions such as finance and treasury, information technology, risk management and litigation and human resources. All prior periods have been restated to reflect the Company's current segment reporting structure. Segment financial information relating to the Company’s operations was as follows (in thousands): Three Three Operating revenue: California (1) $ 95,884 $ 86,793 Arizona 21,047 7,186 Nevada 30,741 27,242 Colorado 26,393 18,189 Washington 32,901 31,280 Oregon 57,459 26,478 Total operating revenue $ 264,425 $ 197,168 (1) Operating revenue in the California segment includes construction services revenue. Three Three Income before provision for income taxes California $ 9,923 $ 9,312 Arizona 1,499 304 Nevada 2,558 3,362 Colorado 429 (170 ) Washington 1,423 2,573 Oregon 6,958 2,245 Corporate (7,804 ) (6,450 ) Income before provision for income taxes $ 14,986 $ 11,176 March 31, 2016 December 31, 2015 Homebuilding assets: California $ 705,240 $ 721,066 Arizona 203,202 197,828 Nevada 206,081 183,019 Colorado 118,789 118,307 Washington 324,574 249,615 Oregon 231,654 228,183 Corporate (1) 189,495 225,432 Total homebuilding assets $ 1,979,035 $ 1,923,450 (1) Comprised primarily of cash and cash equivalents, deferred income taxes, receivables, and other assets. |
Real Estate Inventories
Real Estate Inventories | 3 Months Ended |
Mar. 31, 2016 | |
Real Estate [Abstract] | |
Real Estate Inventories | Real Estate Inventories Real estate inventories consist of the following (in thousands): March 31, 2016 December 31, 2015 Real estate inventories: Land deposits $ 68,885 $ 61,514 Land and land under development 1,041,612 1,013,650 Homes completed and under construction 539,746 495,966 Model homes 103,072 103,976 Total $ 1,753,315 $ 1,675,106 |
Senior Notes, Secured, and Unse
Senior Notes, Secured, and Unsecured Indebtedness | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Senior Notes, Secured, and Unsecured Indebtedness | Senior Notes, Secured, and Unsecured Indebtedness Senior notes, secured, and unsecured indebtedness consist of the following (in thousands): March 31, 2016 December 31, 2015 Notes payable: Construction notes payable $ 136,817 $ 110,181 Revolving line of credit 49,000 65,000 Total notes payable 185,817 175,181 Subordinated amortizing notes 12,390 14,066 Senior notes: 5 3 / 4 % Senior Notes due April 15, 2019 148,429 148,295 8 1 / 2 % Senior Notes due November 15, 2020 422,887 422,896 7% Senior Notes due August 15, 2022 345,474 345,338 Total senior notes 916,790 916,529 Total notes payable and senior notes $ 1,114,997 $ 1,105,776 As of March 31, 2016 , the maturities of the Notes payable, Subordinated amortizing notes, 5 3 / 4 % Senior Notes, 8 1 / 2 % Senior Notes, and 7% Senior Notes are as follows (in thousands): Year Ending December 31, 2016 $ 15,179 2017 135,829 2018 14,673 2019 182,526 2020 425,000 Thereafter 350,000 $ 1,123,207 Maturities above exclude premium on the 8 1 / 2 % and 7% Senior Notes in an aggregate of $4.5 million , and deferred loan costs on the 5 3 / 4 %, 8 1 / 2 % and 7% Senior Notes of $12.7 million as of March 31, 2016 . Notes Payable Construction Notes Payable The Company and certain of its consolidated joint ventures have entered into construction notes payable agreements. These loans will be repaid with proceeds from closings and are secured by the underlying projects. The issuance date, facility size, maturity date and interest rate are listed in the table below as of March 31, 2016 (in millions): Issuance Date Facility Size Outstanding Maturity Current Rate March, 2016 $ 33.4 $ 14.7 September, 2018 3.44 % (1) January, 2016 35.0 17.6 February, 2019 3.68 % (2) November, 2015 42.5 15.3 November, 2017 4.50 % (1) August, 2015 (4) 14.2 2.8 August, 2017 4.50 % (1) August, 2015 (4) 37.5 10.4 August, 2017 4.50 % (1) July, 2015 22.5 14.9 July, 2018 4.00 % (3) April, 2015 18.5 13.2 October, 2017 4.00 % (3) November, 2014 24.0 17.2 November, 2017 4.00 % (3) November, 2014 22.0 15.5 November, 2017 4.00 % (3) March, 2014 26.0 15.2 October, 2016 3.43 % (1) $ 275.6 $ 136.8 (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 LIBOR +3.25% (3) Loan bears interest at the prime rate +0.5% . (4) Loan relates to a project that is wholly-owned by the Company. Revolving Line of Credit On March 27, 201 5, William Lyon Homes, Inc., a California corporation ("California Lyon") and Parent entered into an amendment and restatement agreement pursuant to which its existing credit agreement for a revolving credit facility of up to $100 million (the "Revolver") was amended and restated in its entirety (as so amended and restated, the “Amended Facility”). The Amended Facility amends and restates the Revolver and provides for total lending commitments of $130.0 million . In addition, the Amended Facility has an uncommitted accordion feature under which the Company may increase the total principal amount up to a maximum aggregate of $200.0 million under certain circumstances (up from a maximum aggregate of $125.0 million under the previous facility), as well as a sublimit of $50.0 million for letters of credit, and extends the maturity date of the previous facility by one year to August 7, 2017 . The Amended Facility 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 Amended Facility contains customary events of default, subject to cure periods in certain circumstances, 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. The occurrence of any event of default could result in the termination of the commitments under the Amended Facility and permit the lenders to accelerate payment on outstanding borrowings under the Amended Facility and require cash collateralization of outstanding letters of credit. If a change in control (as defined in the Amended Facility) occurs, the lenders may terminate the commitments under the Amended Facility and require that the the Company repay outstanding borrowings under the Amended Facility and cash collateralize outstanding 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 Amended Facility currently accrues at an annual rate of 0.50% . The Company was in compliance with all covenants under the Amended Facility as of March 31, 2016 . Borrowings under the Amended Facility, the availability of which is subject to a borrowing base formula, are required to be guaranteed by Parent and certain of Parent’s direct and indirect 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 March 31, 2016 and December 31, 2015 , the Company had $49.0 million and $65.0 million outstanding against the Amended Facility, respectively, at effective rates of 3.50% and 3.32% , respectively as well as a letter of credit for $8.6 million outstanding at both dates. Subordinated Amortizing Notes On November 21, 2014, in order to pay down amounts borrowed under the senior unsecured bridge loan facility entered into in conjunction with the Polygon Acquisition, the Company completed its public offering and sale of 1,000,000 6.50% tangible equity units (“TEUs”, or "Units"), sold for a stated amount of $100 per Unit, featuring a 17.5% conversion premium. On December 3, 2014, the Company sold an additional 150,000 TEUs pursuant to an over-allotment option granted to the underwriters. Each TEU is a unit composed of two parts: • a prepaid stock purchase contract (a “purchase contract”); and • a senior subordinated amortizing note (an “amortizing note”). Unless settled earlier at the holder’s option, each purchase contract will automatically settle on December 1, 2017 (the "mandatory settlement date"), and the Company will deliver not more than 5.2247 shares of Class A Common Stock and not less than 4.4465 shares of Class A Common Stock on the mandatory settlement date, subject to adjustment, based upon the applicable settlement rate and applicable market value of Class A Common Stock. Each amortizing note had an initial principal amount of $18.01 , bears interest at the annual rate of 5.50% and has a final installment payment date of December 1, 2017. On each March 1, June 1, September 1 and December 1, commencing on March 1, 2015, William Lyon Homes will pay equal quarterly installments of $1.6250 on each amortizing note (except for the March 1, 2015 installment payment, which was $1.8056 per amortizing note). Each installment will constitute a payment of interest and a partial repayment of principal. The amortizing notes rank equally in right of payment to all of the Company's existing and future senior indebtedness, other than borrowings under the Amended Facility and the Company's secured project level financing, which will be senior in right of payment to the obligations under the amortizing notes, in each case to the extent of the value of the assets securing such indebtedness. Each TEU may be separated into its constituent purchase contract and amortizing note on any business day during the period beginning on, and including, the business day immediately succeeding the date of initial issuance of the Units to, but excluding, the third scheduled trading day immediately preceding the mandatory settlement date. Prior to separation, the purchase contracts and amortizing notes may only be purchased and transferred together as Units. The net proceeds received from the TEU issuance were allocated between the amortizing note and the purchase contract under the relative fair value method, with amounts allocated to the purchase contract classified as additional paid-in capital. As of March 31, 2016 and December 31, 2015 , the amortizing notes had an unamortized carrying value of $12.4 million and $14.1 million , respectively. Senior Notes 5 3 / 4 % Senior Notes Due 2019 On March 31, 2014, 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. In August 2014, we exchanged 100% of the initial 5.75% Notes for notes that are freely transferable and registered under the Securities Act of 1933, as amended (the “Securities Act”). As of March 31, 2016 , the outstanding principal amount of the 5.75% Notes was $150 million , excluding deferred loan costs of $1.6 million . The 5.75% 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 restricted 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 and $350 million in aggregate principal amount of 7.00% Notes, each 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. 8 1 / 2 % Senior Notes Due 2020 On November 8, 2012, California Lyon completed its private placement with registration rights of 8.5% 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. In July 2013, we exchanged 100% of the initial 8.5% Notes for notes that are freely transferable and registered under the Securities Act. On October 24, 2013, California Lyon completed its private placement with registration rights 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 $104.7 million . In February 2014, we exchanged 100% of the additional 8.5% Notes for notes that are freely transferable and registered under the Securities Act. As of March 31, 2016 the outstanding principal amount of the 8.5% Notes was $425 million , excluding unamortized premium of $3.6 million and deferred loan costs of $5.7 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 unconditionally guaranteed on a joint and several unsecured basis by Parent and by certain of its existing and future restricted subsidiaries. The 8.5% 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 the 5.75% Notes, as described above, and the 7.00% Notes, as described below. The 8.5% Notes rank senior in right of payment to all of California Lyon’s and the guarantors’ future subordinated debt. 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 to the extent of the value of the collateral securing such debt. 7% Senior Notes Due 2022 On August 11, 2014, WLH PNW Finance Corp. (“Escrow Issuer”), completed its private placement with registration rights of 7.00% Senior Notes due 2022 (the “initial 7.00% Notes”), in an aggregate principal amount of $300 million . The initial 7.00% Notes were issued at 100% of their aggregate principal amount. On August 12, 2014 , in connection with the consummation of the Polygon Acquisition, Escrow Issuer merged with and into California Lyon, and California Lyon assumed the obligations of the Escrow Issuer under the initial 7.00% Notes and the related indenture by operation of law (the “Escrow Merger”). Following the Escrow Merger, California Lyon is the obligor under the initial 7.00% Notes. In January 2015, we exchanged 100% of the initial 7.00% Notes for notes that are freely transferable and registered under the Securities Act. On September 15, 2015, California Lyon completed its private placement with registration rights of an additional $50.0 million in aggregate principal amount of its 7.00% Senior Notes due 2022 (the “additional 7.00% Notes”, and together with the intial 7.00% Notes, the "7.00% Notes") at an issue price of 102.0% of their principal amount, plus accrued interest from August 15, 2015, resulting in net proceeds of approximately $50.5 million . In January 2016, we exchanged 100% of the additional 7.00% Notes for notes that are freely transferable and registered under the Securities Act. As of March 31, 2016 the outstanding amount of the 7.00% Notes was $350 million , excluding unamortized premium of $0.9 million and deferred loan costs of $5.5 million . The 7.00% Notes bear interest at a rate of 7.00% per annum, payable semiannually in arrears on February 15 and August 15, and mature on August 15, 2022 . The 7.00% Notes are unconditionally guaranteed on a joint and several unsecured basis by Parent and certain of its existing and future restricted subsidiaries. The 7.00% 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 $150 million in aggregate principal amount of 5.75% Senior Notes due 2019 and $425 million in aggregate principal amount of 8.5% Senior Notes due 2020, each as described above. The 7.00% Notes rank senior in right of payment to all of California Lyon’s and the guarantors’ future subordinated debt. The 7.00% 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. Senior Note Covenant Compliance The indentures governing the 5.75% Notes, the 8.5% Notes, and the 7.00% Notes contain 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 indentures. The Company was in compliance with all such covenants as of March 31, 2016 . GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS The following consolidating financial information includes: (1) Consolidating balance sheets as of March 31, 2016 and December 31, 2015 ; consolidating statements of operations for the three and three months ended March 31, 2016 and 2015 ; and consolidating statements of cash flows for the three month periods ended March 31, 2016 and 2015 , 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 California Lyon 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 March 31, 2016 and December 31, 2015 , and for the three month periods ended March 31, 2016 and 2015 . CONDENSED CONSOLIDATING BALANCE SHEET (Unaudited) As of March 31, 2016 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company ASSETS Cash and cash equivalents $ — $ 30,178 $ 194 $ 5,426 $ — $ 35,798 Restricted cash — 505 — — — 505 Receivables — 2,261 624 3,239 — 6,124 Escrow proceeds receivable — — 3,024 — — 3,024 Real estate inventories — 898,212 620,678 234,425 — 1,753,315 Investment in unconsolidated joint ventures — 6,264 150 — — 6,414 Goodwill — 14,209 52,693 — — 66,902 Intangibles, net — — 6,700 — — 6,700 Deferred income taxes, net — 79,631 — — — 79,631 Other assets, net — 18,610 1,708 304 — 20,622 Investments in subsidiaries 641,531 (25,858 ) (597,916 ) — (17,757 ) — Intercompany receivables — — 241,527 — (241,527 ) — Total assets $ 641,531 $ 1,024,012 $ 329,382 $ 243,394 $ (259,284 ) $ 1,979,035 LIABILITIES AND EQUITY Accounts payable $ — $ 54,077 $ 21,037 $ 3,740 $ — $ 78,854 Accrued expenses — 67,200 4,265 111 — 71,576 Notes payable — 62,201 — 123,616 — 185,817 Subordinated amortizing notes — 12,390 — — — 12,390 5 3 / 4 % Senior Notes — 148,429 — — — 148,429 8 1 / 2 % Senior Notes — 422,887 — — — 422,887 7% Senior Notes — 345,474 — — — 345,474 Intercompany payables — 171,819 — 69,708 (241,527 ) — Total liabilities — 1,284,477 25,302 197,175 (241,527 ) 1,265,427 Equity William Lyon Homes stockholders’ equity (deficit) 641,531 (260,465 ) 304,080 (25,858 ) (17,757 ) 641,531 Noncontrolling interests — — — 72,077 — 72,077 Total liabilities and equity $ 641,531 $ 1,024,012 $ 329,382 $ 243,394 $ (259,284 ) $ 1,979,035 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2015 (in thousands) Unconsolidated Delaware California Guarantor Non-Guarantor Eliminating Consolidated ASSETS Cash and cash equivalents $ — $ 44,332 $ 2,723 $ 3,148 $ — $ 50,203 Restricted cash — 504 — — — 504 Receivables — 8,986 937 4,915 — 14,838 Escrow proceeds receivable — 2,020 1,021 — — 3,041 Real estate inventories — 922,990 589,762 162,354 — 1,675,106 Investment in unconsolidated joint ventures — 5,263 150 — — 5,413 Goodwill — 14,209 52,693 — — 66,902 Intangibles, net — — 6,700 — — 6,700 Deferred income taxes, net — 79,726 — — — 79,726 Other assets, net — 18,980 1,738 299 — 21,017 Investments in subsidiaries 632,095 (34,522 ) (561,546 ) — (36,027 ) — Intercompany receivables — — 239,248 — (239,248 ) — Total assets $ 632,095 $ 1,062,488 $ 333,426 $ 170,716 $ (275,275 ) $ 1,923,450 LIABILITIES AND EQUITY Accounts payable $ — $ 45,065 $ 27,807 $ 3,009 $ — $ 75,881 Accrued expenses — 62,167 8,059 98 — 70,324 Notes payable — 80,915 — 94,266 — 175,181 Subordinated amortizing notes — 14,066 — — — 14,066 5 3 / 4 % Senior Notes — 148,295 — — — 148,295 8 1 / 2 % Senior Notes — 422,896 — — — 422,896 7% Senior Notes — 345,338 — — — 345,338 Intercompany payables — 170,757 — 68,491 (239,248 ) — Total liabilities — 1,289,499 35,866 165,864 (239,248 ) 1,251,981 Equity William Lyon Homes stockholders’ equity (deficit) 632,095 (227,011 ) 297,560 (34,522 ) (36,027 ) 632,095 Noncontrolling interests — — — 39,374 — 39,374 Total liabilities and equity $ 632,095 $ 1,062,488 $ 333,426 $ 170,716 $ (275,275 ) $ 1,923,450 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) Three Months Ended March 31, 2016 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company Operating revenue Sales $ — $ 100,824 $ 137,800 $ 22,671 $ — $ 261,295 Construction services — 3,130 — — — 3,130 Management fees — (680 ) — — 680 — — 103,274 137,800 22,671 680 264,425 Operating costs Cost of sales — (78,879 ) (115,560 ) (20,052 ) (680 ) (215,171 ) Construction services — (2,824 ) — — — (2,824 ) Sales and marketing — (5,950 ) (7,625 ) (1,418 ) — (14,993 ) General and administrative — (14,006 ) (3,828 ) — — (17,834 ) Other — (369 ) 46 — — (323 ) — (102,028 ) (126,967 ) (21,470 ) (680 ) (251,145 ) Income from subsidiaries 9,014 2,237 — — (11,251 ) — Operating income 9,014 3,483 10,833 1,201 (11,251 ) 13,280 Equity in income from unconsolidated joint ventures — 1,002 179 — — 1,181 Other income (expense), net — 773 (9 ) (239 ) — 525 Income before provision for income taxes 9,014 5,258 11,003 962 (11,251 ) 14,986 Provision for income taxes — (5,045 ) — — — (5,045 ) Net income 9,014 213 11,003 962 (11,251 ) 9,941 Less: Net income attributable to noncontrolling interests — — — (927 ) — (927 ) Net income available to common stockholders $ 9,014 $ 213 $ 11,003 $ 35 $ (11,251 ) $ 9,014 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) Three Months Ended March 31, 2015 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company Operating revenue Sales $ — $ 89,544 $ 83,134 $ 17,037 $ — $ 189,715 Construction services — 7,453 — — — 7,453 Management fees — (511 ) — — 511 — — 96,486 83,134 17,037 511 197,168 Operating costs Cost of sales — (68,876 ) (70,384 ) (14,310 ) (511 ) (154,081 ) Construction services — (6,029 ) — — — (6,029 ) Sales and marketing — (5,754 ) (5,524 ) (946 ) — (12,224 ) General and administrative — (11,319 ) (2,629 ) — — (13,948 ) Amortization of intangible assets — (203 ) — — — (203 ) Other — (1,136 ) 600 — — (536 ) — (93,317 ) (77,937 ) (15,256 ) (511 ) (187,021 ) Income from subsidiaries 6,682 (6,744 ) — — 62 — Operating income (loss) 6,682 (3,575 ) 5,197 1,781 62 10,147 Equity in income from unconsolidated joint ventures — — 248 — — 248 Other income (expense), net — 4,366 4,813 (8,398 ) — 781 Income (loss) before provision for income taxes 6,682 791 10,258 (6,617 ) 62 11,176 Provision for income taxes — (3,570 ) — — — (3,570 ) Net income (loss) 6,682 (2,779 ) 10,258 (6,617 ) 62 7,606 Less: Net income attributable to noncontrolling interests — — — (924 ) — (924 ) Net income (loss) available to common stockholders $ 6,682 $ (2,779 ) $ 10,258 $ (7,541 ) $ 62 $ 6,682 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) Three Months Ended March 31, 2016 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company Operating activities Net cash (used in) provided by operating activities $ (422 ) $ 41,317 $ (32,162 ) $ (68,691 ) $ 422 $ (59,536 ) Investing activities Collection of related party note receivable — 6,188 — — — 6,188 Purchases of property and equipment — (548 ) 25 (3 ) — (526 ) Investments in subsidiaries — (6,427 ) 36,370 — (29,943 ) — Net cash (used in) provided by investing activities — (787 ) 36,395 (3 ) (29,943 ) 5,662 Financing activities Proceeds from borrowings on notes payable — 57 — 53,105 — 53,162 Principal payments on notes payable — (2,771 ) — (23,755 ) — (26,526 ) Proceeds from borrowings on Revolver — 55,000 — — — 55,000 Payments on Revolver — (71,000 ) — — — (71,000 ) Principal payments on subordinated amortizing notes — (1,676 ) — — — (1,676 ) Payment of deferred loan costs — (197 ) — — — (197 ) Shares remitted to or withheld by Company for employee tax withholding — (844 ) — — — (844 ) Excess income tax benefit from stock based awards — (226 ) — — — (226 ) Noncontrolling interest contributions — — — 33,241 — 33,241 Noncontrolling interest distributions — — — (1,465 ) — (1,465 ) Advances to affiliates — — (4,483 ) 8,629 (4,146 ) — Intercompany receivables/payables 422 (33,027 ) (2,279 ) 1,217 33,667 — Net cash provided by (used in) financing activities 422 (54,684 ) (6,762 ) 70,972 29,521 39,469 Net (decrease) increase in cash and cash equivalents — (14,154 ) (2,529 ) 2,278 — (14,405 ) Cash and cash equivalents at beginning of period — 44,332 2,723 3,148 — 50,203 Cash and cash equivalents at end of period $ — $ 30,178 $ 194 $ 5,426 $ — $ 35,798 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) Three Months Ended March 31, 2015 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company Operating activities Net cash provided by (used in) operating activities $ 175 $ (53,883 ) $ (6,375 ) $ (838 ) $ (175 ) $ (61,096 ) Investing activities Investments in and advances to unconsolidated joint ventures — (1,000 ) — — — (1,000 ) Purchases of property and equipment — (173 ) 15 8 — (150 ) Investments in subsidiaries — (4,896 ) 11,916 — (7,020 ) — Net cash (used in) provided by investing activities — (6,069 ) 11,931 8 (7,020 ) (1,150 ) Financing activities Proceeds from borrowings on notes payable — — — 6,148 — 6,148 Principal payments on notes payable — (384 ) (162 ) (6,416 ) — (6,962 ) Proceeds from borrowings on Revolver — 89,000 — — — 89,000 Payments on revolver — (40,000 ) — — — (40,000 ) Principal payments on subordinated amortizing notes — (1,760 ) — — — (1,760 ) Payment of deferred loan costs — (561 ) — — — (561 ) Proceeds from exercise of stock options — 106 — — — 106 Shares remitted to Company for employee tax witholding — (1,632 ) — — — (1,632 ) Noncontrolling interest distributions — — — (5,414 ) — (5,414 ) Advances to affiliates — — (4,808 ) 5,693 (885 ) — Intercompany receivables/payables (175 ) (6,620 ) (779 ) (506 ) 8,080 — Net cash provided by (used in) financing activities (175 ) 38,149 (5,749 ) (495 ) 7,195 38,925 Net decrease in cash and cash equivalents — (21,803 ) (193 ) (1,325 ) — (23,321 ) Cash and cash equivalents at beginning of period — 48,462 573 3,736 — 52,771 Cash and cash equivalents at end of period $ — $ 26,659 $ 380 $ 2,411 $ — $ 29,450 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments In accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosure (“ASC 820”), the Company is required to disclose the estimated fair value of financial instruments. As of March 31, 2016 and December 31, 2015 , the Company used the following assumptions to estimate the fair value of each type of financial instrument for which it is practicable to estimate: • Notes payable—The carrying amount is a reasonable estimate of fair value of the notes payable because market rates are unchanged and/or the outstanding balance at quarter end is expected to be repaid within one year. • Subordinated amortizing notes—The Subordinated amortizing notes are traded over the counter and their fair values were based upon quotes from industry sources. • 5 3 / 4 % Senior Notes due April 15, 2019 —The 5 3 / 4 % Senior Notes are traded over the counter and their fair values were based upon quotes from industry sources. • 8 1 / 2 % Senior Notes due November 15, 2020 —The 8 1 / 2 % Senior Notes are traded over the counter and their fair values were based upon quotes from industry sources. • 7% Senior Notes due August 15, 2022 —The 7% Senior Notes are traded over the counter and their fair values were based upon quotes from industry sources. The following table excludes cash and cash equivalents, restricted cash, receivables and accounts payable, which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments. The estimated fair values of financial instruments are as follows (in thousands): March 31, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Financial liabilities: Notes payable $ 185,817 $ 185,817 $ 175,181 $ 175,181 Subordinated amortizing notes $ 12,390 $ 9,514 $ 14,066 $ 12,122 5 3 / 4 % Senior Notes due 2019 $ 148,429 $ 143,250 $ 148,295 $ 147,750 8 1 / 2 % Senior Notes due 2020 $ 422,887 $ 434,563 $ 422,896 $ 449,438 7% Senior Notes due 2022 $ 345,474 $ 334,250 $ 345,338 $ 350,875 ASC 820 establishes a framework for measuring fair value, expands disclosures regarding fair value measurements and defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires the Company to maximize the use of observable market inputs, minimize the use of unobservable market inputs and disclose in the form of an outlined hierarchy the details of such fair value measurements. The Company used Level 3 to measure the fair value of its Notes payable, and Level 2 to measure the fair value of its Senior notes and Subordinated amortizing notes. ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. The three levels of the hierarchy are as follows: • Level 1—quoted prices for identical assets or liabilities in active markets; • Level 2—quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and • Level 3—valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On September 3, 2009, Presley CMR, Inc., a California corporation (“Presley CMR”) and a wholly owned subsidiary of California Lyon, entered into an Aircraft Purchase and Sale Agreement (“PSA”) with an affiliate of General William Lyon to sell an aircraft (the “Aircraft”). The PSA provided for an aggregate purchase price for the Aircraft of $8.3 million , (which value was the appraised fair market value of the Aircraft), which consisted of: (i) cash in the amount of $2.1 million to be paid at closing and (ii) a promissory note from the affiliate in the amount of $6.2 million . The note was secured by the Aircraft and required semiannual interest payments to California Lyon of approximately $0.1 million . The note provided for a maturity date in September 2016 . During the three months ended March 31, 2016 the promissory note was paid in full by the borrower prior to the September 2016 maturity date, along with all accrued interest to date. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Since inception, the Company has operated solely within the United States. The Company’s effective income tax rate was 33.7% and 31.9% for the three months ended March 31, 2016 and 2015, respectively. The significant drivers of the effective tax rate are allocation of income to noncontrolling interests and the domestic production activities deduction. Management assesses its deferred tax assets quarterly to determine whether all or any portion of the asset is more likely than not unrealizable under ASC 740. The Company is required to establish a valuation allowance for any portion of the asset that management concludes is more likely than not to be unrealizable. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company's assessment considers all evidence, both positive and negative, including the nature, frequency and severity of any current and cumulative losses, taxable income in carry back years, the scheduled reversal of deferred tax liabilities, tax planning strategies, and projected future taxable income in making this assessment. At March 31, 2016 the Company’s had no amounts recorded as a valuation allowance against its deferred tax assets. At March 31, 2016 , the Company had no remaining federal net operating loss carryforwards and $54.2 million of remaining state net operating loss carryforwards. State net operating loss carryforwards begin to expire in 2031 and 2016, respectively. In addition, as of March 31, 2016 , the Company had unused federal and state built-in losses of $53.2 million and $7.5 million , respectively. The five year testing period for built-in losses expires in 2017 and the unused built-in loss carryforwards begin to expire in 2032. The Company had AMT credit carryovers of $1.4 million at March 31, 2016 , which have an indefinite life. FASB ASC Topic 740 , Income Taxes (“ASC 740”), prescribes a recognition threshold and a measurement criterion for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be considered more likely than not to be sustained upon examination by taxing authorities. The Company records interest and penalties related to uncertain tax positions as a component of the provision for income taxes. The Company has no unrecognized tax benefits. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company is subject to U.S. federal income tax examination for calendar tax years ended 2012 through 2015 and forward. The Company is subject to various state income tax examinations for calendar tax years ended 2008 through 2015 and forward. The Company does not have any tax examinations currently in progress. |
Income Per Common Share
Income Per Common Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Income Per Common Share | Income Per Common Share Basic and diluted income per common share for the three months ended March 31, 2016 and 2015 were calculated as follows (in thousands, except number of shares and per share amounts): Three Three Basic weighted average number of common shares outstanding 36,651,846 36,463,995 Effect of dilutive securities: Stock options, unvested common shares, and warrants 757,085 1,169,836 Tangible equity units 894,930 — Diluted average shares outstanding 38,303,861 37,633,831 Net income available to common stockholders $ 9,014 $ 6,682 Basic income per common share $ 0.25 $ 0.18 Dilutive income per common share $ 0.24 $ 0.18 Antidilutive securities not included in the calculation of diluted income per common share (weighted average): Unvested stock options 240,000 — Warrants 1,907,551 — Tangible equity units — 894,930 |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Based Compensation | Stock Based Compensation We account for share-based awards in accordance with ASC Topic 718, Compensation-Stock Compensation , which requires the fair value of stock-based compensation awards to be amortized as an expense over the vesting period. Stock-based compensation awards are valued at the fair value on the date of grant. Compensation expense for awards with performance based conditions is recognized over the vesting period once achievement of the performance condition is deemed probable. During the three months ended March 31, 2016 , the Company granted 259,797 shares of restricted stock, and 566,092 shares of performance based restricted stock. On the Consolidated Balance Sheets and Statement of Equity, the Company considers unvested shares of restricted stock to be issued, but not outstanding. The Company recorded total stock based compensation expense during the three months ended March 31, 2016 and 2015 of $1.5 million and $1.4 million , respectively. Performance-Based Restricted Stock Awards With respect to the performance based restricted stock awards granted to certain employees during the three months ended March 31, 2016 , the actual number of such shares of restricted stock that will be earned (the “Earned Shares”) is subject to the Company’s achievement of pre-established performance targets as of the end of the 2016 fiscal year. For each of the aforementioned awards, one-third of the Earned Shares will vest on March 1st of each of 2017, 2018 and 2019, subject to each grantee’s continued service through each vesting date. Based on the assessment as of March 31, 2016 , management determined that the currently available data was not sufficient to support that the achievement of performance targets is probable, and as such no compensation expense has been recognized for these awards to date. Restricted Stock Awards With respect to the restricted stock awards granted to certain employees during the three months ended March 31, 2016 , representing 218,733 shares of restricted stock, 163,269 of such shares are subject to a vesting schedule pursuant to which one-third of the shares will vest on March 1st of each of 2017, 2018 and 2019, and 55,464 of such shares are subject to a vesting schedule pursuant to which one-half of the shares will vest on March 1st of each of 2017 and 2018. With respect to the restricted stock awards granted to certain non-employee directors of the Company during the three months ended March 31, 2016 , representing 41,064 shares of restricted stock, the awards vest in equal quarterly installments on each of June 1, 2016, September 1, 2016, December 1, 2016 and March 1, 2017, subject to each grantee’s continued service on the board through each vesting date. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company’s commitments and contingent liabilities include the usual obligations incurred by real estate developers in the normal course of business. In the opinion of management, these matters will not have a material effect on the Company’s condensed consolidated financial position, results of operations or cash flows. The Company is a defendant in various lawsuits related to its normal business activities. We believe that the accruals we have recorded for probable and reasonably estimable losses with respect to these proceedings are adequate and that, as of March 31, 2016 , it was not reasonably possible that an additional material loss had been incurred in an amount in excess of the estimated amounts already recognized on our condensed consolidated financial statements. We evaluate our accruals for litigation and regulatory proceedings, and as appropriate, adjust them to reflect (i) the facts and circumstances known to us at the time, including information regarding negotiations, settlements, rulings and other relevant events and developments; (ii) the advice and analyses of counsel; and (iii) the assumptions and judgment of management. Similar factors and considerations are used in establishing new accruals for proceedings as to which losses have become probable and reasonably estimable at the time an evaluation is made. The outcome of any of these proceedings, including the defense and other litigation-related costs and expenses we may incur, however, is inherently uncertain and could differ significantly from the estimate reflected in a related accrual, if made. Therefore, it is possible that the ultimate outcome of any proceeding, if in excess of a related accrual or if no accrual had been made, could be material to our consolidated financial statements. We have non-cancelable operating leases primarily associated with our office facilities. Rent expense under cancelable and non-cancelable operating leases totaled $1.0 million and $1.0 million , respectively, in the three months ended March 31, 2016 and 2015 , respectively, and is included in general and administrative expense in our consolidated statements of operations for the respective periods. The table below shows the future minimum payments under non-cancelable operating leases at March 31, 2016 (in thousands). Year Ending December 31 2016 $ 1,826 2017 2,282 2018 2,274 2019 2,054 2020 1,832 Thereafter 2,603 Total $ 12,871 As of March 31, 2016 and December 31, 2015 , the Company had $0.5 million and $0.5 million , respectively, in deposits as collateral for outstanding surety bonds to guarantee the Company’s financial obligations under certain contractual arrangements in the normal course of business. The standby letters of credit were secured by cash as reflected as restricted cash on the accompanying consolidated balance sheet. The Company also had outstanding performance and surety bonds of $166.2 million at March 31, 2016 , related principally to its obligations for site improvements at various projects. The Company does not believe that draws upon these bonds, if any, will have a material effect on the Company’s financial position, results of operations or cash flows. As of March 31, 2016 , the Company had $259.1 million of project commitments relating to the construction of projects. See Note 6 for additional information relating to the Company’s guarantee arrangements. The Company has entered into various purchase option agreements with third parties to acquire land. As of March 31, 2016 , the Company has made non-refundable deposits of $69.4 million . The Company is under no obligation to purchase the land, but would forfeit remaining deposits if the land were not purchased. The total remaining purchase price under the option agreements is $479.9 million as of March 31, 2016 . |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events No events have occurred subsequent to March 31, 2016 , that would require recognition or disclosure in the Company’s financial statements. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Operations | Operations William Lyon Homes, a Delaware corporation (“Parent” and together with its subsidiaries, the “Company”), is primarily engaged in designing, constructing, marketing and selling single-family detached and attached homes in California, Arizona, Nevada, Colorado (under the Village Homes brand), Washington and Oregon (each under the Polygon Northwest Homes brand). |
Basis of Presentation | Basis of Presentation The preparation of the Company’s financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities as of March 31, 2016 and December 31, 2015 and revenues and expenses for the three month periods ended March 31, 2016 and 2015 . Accordingly, actual results could differ from those estimates. The significant accounting policies using estimates include real estate inventories and cost of sales, impairment of real estate inventories, warranty reserves, loss contingencies, sales and profit recognition, accounting for variable interest entities, business combinations, and valuation of deferred tax assets. The current economic environment increases the uncertainty inherent in these estimates and assumptions. The condensed consolidated financial statements include the accounts of the Company and all majority-owned and controlled subsidiaries and joint ventures, and certain joint ventures and other entities which have been determined to be variable interest entities ("VIEs") in which the Company is considered the primary beneficiary (see Note 2). The accounting policies of the joint ventures are substantially the same as those of the Company. All significant intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements were prepared from our books and records without audit and include all adjustments (consisting of only normal recurring accruals) necessary to present a fair statement of results for the interim periods presented. Readers of this quarterly report should refer to our audited consolidated financial statements as of and for the year ended December 31, 2015 , which are included in our 2015 Annual Report on Form 10-K, as certain disclosures that would substantially duplicate those contained in the audited financial statements have not been included in this report. |
Real Estate Inventories | Real Estate Inventories Real estate inventories are carried at cost net of impairment losses, if any. Real estate inventories consist primarily of land deposits, land and land under development, homes completed and under construction, and model homes. All direct and indirect land costs, offsite and onsite improvements and applicable interest and other carrying charges are capitalized to real estate projects during periods when the project is under development. Land, offsite costs and all other common costs are allocated to land parcels benefited based upon relative fair values before construction. Onsite construction costs and related carrying charges (principally interest and property taxes) are allocated to the individual homes within a phase based upon the relative sales value of the homes. The Company relieves its real estate inventories through cost of sales for the estimated cost of homes sold. Selling expenses and other marketing costs are expensed in the period incurred. From time to time the Company sells land to third parties. The Company does not consider these sales to be core to its homebuilding business, and any gain or loss recognized on these transactions is recorded in other non-operating income. During the three months ended March 31, 2016 the Company sold a parcel of land to a third party that did not result in any gain or loss. A provision for warranty costs relating to the Company’s limited warranty plans is included in cost of sales and accrued expenses at the time the sale of a home is recorded. The Company generally reserves a percent of the sales price of its homes, or a set amount per home closed depending on the operating division, against the possibility of future charges relating to its warranty programs and similar potential claims. Factors that affect the Company’s warranty liability include the number of homes under warranty, historical and anticipated rates of warranty claims, and cost per claim. The Company continually assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary. |
Construction Services | Construction Services The Company accounts for construction management agreements using the Percentage of Completion Method in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 605 Revenue Recognition (“ASC 605”). Under ASC 605, the Company records revenues and expenses as a contracted project progresses, and based on the percentage of costs incurred to date compared to the total estimated costs of the contract. |
Financial Instruments | Financial Instruments Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, restricted cash, receivables, and deposits. The Company typically places its cash and cash equivalents in investment grade short-term instruments. Deposits, included in other assets, are due from municipalities or utility companies and are generally collected from such entities through fees assessed to other developers. The Company is an issuer of, or subject to, financial instruments with off-balance sheet risk in the normal course of business which exposes it to credit risks. These financial instruments include letters of credit and obligations in connection with assessment district bonds. |
Cash and Cash Equivalents | Cash and Cash Equivalents Short-term investments with a maturity of three months or less when purchased are considered cash equivalents. The Company’s cash and cash equivalents balance exceeds federally insurable limits as of March 31, 2016 and December 31, 2015 . The Company monitors the cash balances in its operating accounts, however, these cash balances could be negatively impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, the Company has experienced no loss or lack of access to cash in its operating accounts. |
Restricted Cash | Restricted Cash Restricted cash consists of deposits made by the Company to a bank account as collateral for the use of letters of credit to guarantee the Company’s financial obligations under certain other contractual arrangements in the normal course of business. |
Deferred Loan Costs | Deferred Loan Costs Deferred loan costs represent debt issuance costs and are primarily amortized to interest incurred using the straight line method which approximates the effective interest method. |
Goodwill | Goodwill In accordance with the provisions of ASC 350, Intangibles, Goodwill and Other , goodwill amounts are not amortized, but rather are analyzed for impairment at the reporting segment level. Goodwill is analyzed on an annual basis, or when indicators of impairment exist. We have determined that we have six reporting segments, as discussed in Note 4, and we perform an annual goodwill impairment analysis during the fourth quarter of each fiscal year. |
Intangibles | Intangibles Recorded intangible assets primarily relate to brand names of acquired entities, construction management contracts, homes in backlog, and joint venture management fee contracts recorded in conjunction with FASB ASC Topic 852, Reorganizations ("ASC 852"), or FASB ASC Topic 805, Business Combinations ("ASC 805"). All Intangible assets with the exception of those relating to brand names were valued based on expected cash flows related to home closings, and the asset is amortized on a per unit basis, as homes under the contracts close. Our brand name intangible assets are deemed to have an indefinite useful life. |
Income per common share | Income per common share The Company computes income per common share in accordance with FASB ASC Topic 260, Earnings per Share , which requires income per common share for each class of stock to be calculated using the two-class method. The two-class method is an allocation of income between the holders of common stock and a company’s participating security holders. Basic income per common share is computed by dividing income or loss available to common stockholders by the weighted average number of shares of common stock outstanding. For purposes of determining diluted income per common share, basic income per common share is further adjusted to include the effect of potential dilutive common shares. |
Income Taxes | Income Taxes Income taxes are accounted for under the provisions of Financial Accounting Standards Board ASC 740 , Income Taxes, using an asset and liability approach. Deferred income taxes reflect the net effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and operating loss and tax credit carryforwards measured by applying currently enacted tax laws. A valuation allowance is provided to reduce net deferred tax assets to an amount that is more likely than not to be realized. ASC 740 prescribes a recognition threshold and a measurement criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be considered “more-likely-than-not” to be sustained upon examination by taxing authorities. In addition, the Company has elected to recognize interest and penalties related to uncertain tax positions in the income tax provision. |
Impact of Recent Accounting Pronouncements | Impact of Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which clarifies existing accounting literature relating to how and when revenue is recognized by an entity. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, Revenue Recognition , and most industry-specific guidance. ASU 2014-09 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. In doing so, an entity will need to exercise a greater degree of judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price, and allocating the transaction price to each separate performance obligation. ASU 2014-09 also supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts . ASU 2014-09 is effective for public companies for interim and annual reporting periods beginning after December 15, 2017, and is to be applied either retrospectively or using the cumulative effect transition method, with early adoption not permitted. The Company has not yet selected a transition method, and is currently evaluating the impact the adoption of ASU 2014-09 will have on its consolidated financial statements and related disclosures. In February 2015, FASB issued ASU No. 2015-02 " Consolidation (Topic 810): Amendments to the Consolidation Analysis " ("ASU 2015-02"). ASU 2015-02 amends the consolidation guidance for variable interest entities and voting interest entities, among other items, by eliminating the consolidation model previously applied to limited partnerships, emphasizing the risk of loss when determining a controlling financial interest and reducing the frequency of the application of related-party guidance when determining a controlling financial interest. ASU 2015-02 is effective for public companies for interim and annual reporting periods beginning after December 15, 2015. The adoption of this ASU did not have a material impact on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “ Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ” (ASU 2016-09”). ASU 2016-09 simplifies several aspects for the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual and interim periods in fiscal years beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the potential impact the adoption of ASU 2016-09 will have on its consolidated financial statements. |
Basis of Presentation and Sig21
Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Changes in Warranty Liability | Changes in the Company’s warranty liability for the three months ended March 31, 2016 and 2015 , are as follows (in thousands): Three Three Warranty liability, beginning of period $ 18,117 $ 18,155 Warranty provision during period 1,429 1,391 Warranty payments during period (3,290 ) (2,011 ) Warranty charges related to construction services projects 103 180 Warranty liability, end of period $ 16,359 $ 17,715 |
Schedule of Interest Activity | Interest activity for the three months ended March 31, 2016 and 2015 are as follows (in thousands): Three Three Interest incurred $ 20,261 $ 18,033 Less: Interest capitalized 20,261 18,033 Interest expense, net of amounts capitalized $ — $ — Cash paid for interest $ 14,911 $ 11,700 |
Investments in Unconsolidated22
Investments in Unconsolidated Joint Ventures Investments in Unconsolidated Joint Ventures (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Unaudited Financials for Unconsolidated Joint Ventures | The table set forth below summarizes the combined unaudited statements of operations for our unconsolidated mortgage joint ventures that we accounted for under the equity method (in thousands): Three Months Ended March 31, 2016 Three Months Ended March 31, 2015 Revenues $ 3,967 $ 706 Cost of sales (1,925 ) (382 ) Income of unconsolidated joint ventures $ 2,042 $ 324 The table set forth below summarizes the combined unaudited balance sheets for our unconsolidated joint ventures that we accounted for under the equity method (in thousands): March 31, 2016 December 31, 2015 Assets Cash $ 7,037 $ 6,340 Loans held for sale 30,294 29,312 Accounts receivable 159 309 Other assets 61 390 Total Assets $ 37,551 $ 36,351 Liabilities and Equity Accounts payable $ 326 $ 651 Accrued expenses 835 774 Credit lines payable 27,613 27,350 Other liabilities 21 515 Members equity 8,756 7,061 Total Liabilities and Equity $ 37,551 $ 36,351 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Financial Information Relating to Operations | Segment financial information relating to the Company’s operations was as follows (in thousands): Three Three Operating revenue: California (1) $ 95,884 $ 86,793 Arizona 21,047 7,186 Nevada 30,741 27,242 Colorado 26,393 18,189 Washington 32,901 31,280 Oregon 57,459 26,478 Total operating revenue $ 264,425 $ 197,168 (1) Operating revenue in the California segment includes construction services revenue. Three Three Income before provision for income taxes California $ 9,923 $ 9,312 Arizona 1,499 304 Nevada 2,558 3,362 Colorado 429 (170 ) Washington 1,423 2,573 Oregon 6,958 2,245 Corporate (7,804 ) (6,450 ) Income before provision for income taxes $ 14,986 $ 11,176 |
Schedule of Segment Homebuilding Assets | March 31, 2016 December 31, 2015 Homebuilding assets: California $ 705,240 $ 721,066 Arizona 203,202 197,828 Nevada 206,081 183,019 Colorado 118,789 118,307 Washington 324,574 249,615 Oregon 231,654 228,183 Corporate (1) 189,495 225,432 Total homebuilding assets $ 1,979,035 $ 1,923,450 (1) Comprised primarily of cash and cash equivalents, deferred income taxes, receivables, and other assets. |
Real Estate Inventories (Tables
Real Estate Inventories (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Real Estate [Abstract] | |
Summary of Real Estate Inventories | Real estate inventories consist of the following (in thousands): March 31, 2016 December 31, 2015 Real estate inventories: Land deposits $ 68,885 $ 61,514 Land and land under development 1,041,612 1,013,650 Homes completed and under construction 539,746 495,966 Model homes 103,072 103,976 Total $ 1,753,315 $ 1,675,106 |
Senior Notes, Secured, and Un25
Senior Notes, Secured, and Unsecured Indebtedness (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Senior notes, secured, and unsecured indebtedness consist of the following (in thousands): March 31, 2016 December 31, 2015 Notes payable: Construction notes payable $ 136,817 $ 110,181 Revolving line of credit 49,000 65,000 Total notes payable 185,817 175,181 Subordinated amortizing notes 12,390 14,066 Senior notes: 5 3 / 4 % Senior Notes due April 15, 2019 148,429 148,295 8 1 / 2 % Senior Notes due November 15, 2020 422,887 422,896 7% Senior Notes due August 15, 2022 345,474 345,338 Total senior notes 916,790 916,529 Total notes payable and senior notes $ 1,114,997 $ 1,105,776 |
Schedule of Maturities of Notes Payable and Senior Notes | As of March 31, 2016 , the maturities of the Notes payable, Subordinated amortizing notes, 5 3 / 4 % Senior Notes, 8 1 / 2 % Senior Notes, and 7% Senior Notes are as follows (in thousands): Year Ending December 31, 2016 $ 15,179 2017 135,829 2018 14,673 2019 182,526 2020 425,000 Thereafter 350,000 $ 1,123,207 The issuance date, facility size, maturity date and interest rate are listed in the table below as of March 31, 2016 (in millions): Issuance Date Facility Size Outstanding Maturity Current Rate March, 2016 $ 33.4 $ 14.7 September, 2018 3.44 % (1) January, 2016 35.0 17.6 February, 2019 3.68 % (2) November, 2015 42.5 15.3 November, 2017 4.50 % (1) August, 2015 (4) 14.2 2.8 August, 2017 4.50 % (1) August, 2015 (4) 37.5 10.4 August, 2017 4.50 % (1) July, 2015 22.5 14.9 July, 2018 4.00 % (3) April, 2015 18.5 13.2 October, 2017 4.00 % (3) November, 2014 24.0 17.2 November, 2017 4.00 % (3) November, 2014 22.0 15.5 November, 2017 4.00 % (3) March, 2014 26.0 15.2 October, 2016 3.43 % (1) $ 275.6 $ 136.8 (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 LIBOR +3.25% (3) Loan bears interest at the prime rate +0.5% . (4) Loan relates to a project that is wholly-owned by the Company. |
Condensed Consolidating Balance Sheet | CONDENSED CONSOLIDATING BALANCE SHEET (Unaudited) As of March 31, 2016 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company ASSETS Cash and cash equivalents $ — $ 30,178 $ 194 $ 5,426 $ — $ 35,798 Restricted cash — 505 — — — 505 Receivables — 2,261 624 3,239 — 6,124 Escrow proceeds receivable — — 3,024 — — 3,024 Real estate inventories — 898,212 620,678 234,425 — 1,753,315 Investment in unconsolidated joint ventures — 6,264 150 — — 6,414 Goodwill — 14,209 52,693 — — 66,902 Intangibles, net — — 6,700 — — 6,700 Deferred income taxes, net — 79,631 — — — 79,631 Other assets, net — 18,610 1,708 304 — 20,622 Investments in subsidiaries 641,531 (25,858 ) (597,916 ) — (17,757 ) — Intercompany receivables — — 241,527 — (241,527 ) — Total assets $ 641,531 $ 1,024,012 $ 329,382 $ 243,394 $ (259,284 ) $ 1,979,035 LIABILITIES AND EQUITY Accounts payable $ — $ 54,077 $ 21,037 $ 3,740 $ — $ 78,854 Accrued expenses — 67,200 4,265 111 — 71,576 Notes payable — 62,201 — 123,616 — 185,817 Subordinated amortizing notes — 12,390 — — — 12,390 5 3 / 4 % Senior Notes — 148,429 — — — 148,429 8 1 / 2 % Senior Notes — 422,887 — — — 422,887 7% Senior Notes — 345,474 — — — 345,474 Intercompany payables — 171,819 — 69,708 (241,527 ) — Total liabilities — 1,284,477 25,302 197,175 (241,527 ) 1,265,427 Equity William Lyon Homes stockholders’ equity (deficit) 641,531 (260,465 ) 304,080 (25,858 ) (17,757 ) 641,531 Noncontrolling interests — — — 72,077 — 72,077 Total liabilities and equity $ 641,531 $ 1,024,012 $ 329,382 $ 243,394 $ (259,284 ) $ 1,979,035 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2015 (in thousands) Unconsolidated Delaware California Guarantor Non-Guarantor Eliminating Consolidated ASSETS Cash and cash equivalents $ — $ 44,332 $ 2,723 $ 3,148 $ — $ 50,203 Restricted cash — 504 — — — 504 Receivables — 8,986 937 4,915 — 14,838 Escrow proceeds receivable — 2,020 1,021 — — 3,041 Real estate inventories — 922,990 589,762 162,354 — 1,675,106 Investment in unconsolidated joint ventures — 5,263 150 — — 5,413 Goodwill — 14,209 52,693 — — 66,902 Intangibles, net — — 6,700 — — 6,700 Deferred income taxes, net — 79,726 — — — 79,726 Other assets, net — 18,980 1,738 299 — 21,017 Investments in subsidiaries 632,095 (34,522 ) (561,546 ) — (36,027 ) — Intercompany receivables — — 239,248 — (239,248 ) — Total assets $ 632,095 $ 1,062,488 $ 333,426 $ 170,716 $ (275,275 ) $ 1,923,450 LIABILITIES AND EQUITY Accounts payable $ — $ 45,065 $ 27,807 $ 3,009 $ — $ 75,881 Accrued expenses — 62,167 8,059 98 — 70,324 Notes payable — 80,915 — 94,266 — 175,181 Subordinated amortizing notes — 14,066 — — — 14,066 5 3 / 4 % Senior Notes — 148,295 — — — 148,295 8 1 / 2 % Senior Notes — 422,896 — — — 422,896 7% Senior Notes — 345,338 — — — 345,338 Intercompany payables — 170,757 — 68,491 (239,248 ) — Total liabilities — 1,289,499 35,866 165,864 (239,248 ) 1,251,981 Equity William Lyon Homes stockholders’ equity (deficit) 632,095 (227,011 ) 297,560 (34,522 ) (36,027 ) 632,095 Noncontrolling interests — — — 39,374 — 39,374 Total liabilities and equity $ 632,095 $ 1,062,488 $ 333,426 $ 170,716 $ (275,275 ) $ 1,923,450 |
Condensed Consolidating Statement of Operations | CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) Three Months Ended March 31, 2016 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company Operating revenue Sales $ — $ 100,824 $ 137,800 $ 22,671 $ — $ 261,295 Construction services — 3,130 — — — 3,130 Management fees — (680 ) — — 680 — — 103,274 137,800 22,671 680 264,425 Operating costs Cost of sales — (78,879 ) (115,560 ) (20,052 ) (680 ) (215,171 ) Construction services — (2,824 ) — — — (2,824 ) Sales and marketing — (5,950 ) (7,625 ) (1,418 ) — (14,993 ) General and administrative — (14,006 ) (3,828 ) — — (17,834 ) Other — (369 ) 46 — — (323 ) — (102,028 ) (126,967 ) (21,470 ) (680 ) (251,145 ) Income from subsidiaries 9,014 2,237 — — (11,251 ) — Operating income 9,014 3,483 10,833 1,201 (11,251 ) 13,280 Equity in income from unconsolidated joint ventures — 1,002 179 — — 1,181 Other income (expense), net — 773 (9 ) (239 ) — 525 Income before provision for income taxes 9,014 5,258 11,003 962 (11,251 ) 14,986 Provision for income taxes — (5,045 ) — — — (5,045 ) Net income 9,014 213 11,003 962 (11,251 ) 9,941 Less: Net income attributable to noncontrolling interests — — — (927 ) — (927 ) Net income available to common stockholders $ 9,014 $ 213 $ 11,003 $ 35 $ (11,251 ) $ 9,014 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) Three Months Ended March 31, 2015 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company Operating revenue Sales $ — $ 89,544 $ 83,134 $ 17,037 $ — $ 189,715 Construction services — 7,453 — — — 7,453 Management fees — (511 ) — — 511 — — 96,486 83,134 17,037 511 197,168 Operating costs Cost of sales — (68,876 ) (70,384 ) (14,310 ) (511 ) (154,081 ) Construction services — (6,029 ) — — — (6,029 ) Sales and marketing — (5,754 ) (5,524 ) (946 ) — (12,224 ) General and administrative — (11,319 ) (2,629 ) — — (13,948 ) Amortization of intangible assets — (203 ) — — — (203 ) Other — (1,136 ) 600 — — (536 ) — (93,317 ) (77,937 ) (15,256 ) (511 ) (187,021 ) Income from subsidiaries 6,682 (6,744 ) — — 62 — Operating income (loss) 6,682 (3,575 ) 5,197 1,781 62 10,147 Equity in income from unconsolidated joint ventures — — 248 — — 248 Other income (expense), net — 4,366 4,813 (8,398 ) — 781 Income (loss) before provision for income taxes 6,682 791 10,258 (6,617 ) 62 11,176 Provision for income taxes — (3,570 ) — — — (3,570 ) Net income (loss) 6,682 (2,779 ) 10,258 (6,617 ) 62 7,606 Less: Net income attributable to noncontrolling interests — — — (924 ) — (924 ) Net income (loss) available to common stockholders $ 6,682 $ (2,779 ) $ 10,258 $ (7,541 ) $ 62 $ 6,682 |
Condensed Consolidating Statement of Cash Flows | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) Three Months Ended March 31, 2016 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company Operating activities Net cash (used in) provided by operating activities $ (422 ) $ 41,317 $ (32,162 ) $ (68,691 ) $ 422 $ (59,536 ) Investing activities Collection of related party note receivable — 6,188 — — — 6,188 Purchases of property and equipment — (548 ) 25 (3 ) — (526 ) Investments in subsidiaries — (6,427 ) 36,370 — (29,943 ) — Net cash (used in) provided by investing activities — (787 ) 36,395 (3 ) (29,943 ) 5,662 Financing activities Proceeds from borrowings on notes payable — 57 — 53,105 — 53,162 Principal payments on notes payable — (2,771 ) — (23,755 ) — (26,526 ) Proceeds from borrowings on Revolver — 55,000 — — — 55,000 Payments on Revolver — (71,000 ) — — — (71,000 ) Principal payments on subordinated amortizing notes — (1,676 ) — — — (1,676 ) Payment of deferred loan costs — (197 ) — — — (197 ) Shares remitted to or withheld by Company for employee tax withholding — (844 ) — — — (844 ) Excess income tax benefit from stock based awards — (226 ) — — — (226 ) Noncontrolling interest contributions — — — 33,241 — 33,241 Noncontrolling interest distributions — — — (1,465 ) — (1,465 ) Advances to affiliates — — (4,483 ) 8,629 (4,146 ) — Intercompany receivables/payables 422 (33,027 ) (2,279 ) 1,217 33,667 — Net cash provided by (used in) financing activities 422 (54,684 ) (6,762 ) 70,972 29,521 39,469 Net (decrease) increase in cash and cash equivalents — (14,154 ) (2,529 ) 2,278 — (14,405 ) Cash and cash equivalents at beginning of period — 44,332 2,723 3,148 — 50,203 Cash and cash equivalents at end of period $ — $ 30,178 $ 194 $ 5,426 $ — $ 35,798 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) Three Months Ended March 31, 2015 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company Operating activities Net cash provided by (used in) operating activities $ 175 $ (53,883 ) $ (6,375 ) $ (838 ) $ (175 ) $ (61,096 ) Investing activities Investments in and advances to unconsolidated joint ventures — (1,000 ) — — — (1,000 ) Purchases of property and equipment — (173 ) 15 8 — (150 ) Investments in subsidiaries — (4,896 ) 11,916 — (7,020 ) — Net cash (used in) provided by investing activities — (6,069 ) 11,931 8 (7,020 ) (1,150 ) Financing activities Proceeds from borrowings on notes payable — — — 6,148 — 6,148 Principal payments on notes payable — (384 ) (162 ) (6,416 ) — (6,962 ) Proceeds from borrowings on Revolver — 89,000 — — — 89,000 Payments on revolver — (40,000 ) — — — (40,000 ) Principal payments on subordinated amortizing notes — (1,760 ) — — — (1,760 ) Payment of deferred loan costs — (561 ) — — — (561 ) Proceeds from exercise of stock options — 106 — — — 106 Shares remitted to Company for employee tax witholding — (1,632 ) — — — (1,632 ) Noncontrolling interest distributions — — — (5,414 ) — (5,414 ) Advances to affiliates — — (4,808 ) 5,693 (885 ) — Intercompany receivables/payables (175 ) (6,620 ) (779 ) (506 ) 8,080 — Net cash provided by (used in) financing activities (175 ) 38,149 (5,749 ) (495 ) 7,195 38,925 Net decrease in cash and cash equivalents — (21,803 ) (193 ) (1,325 ) — (23,321 ) Cash and cash equivalents at beginning of period — 48,462 573 3,736 — 52,771 Cash and cash equivalents at end of period $ — $ 26,659 $ 380 $ 2,411 $ — $ 29,450 |
Fair Value of Financial Instr26
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Estimated Fair Values of Financial Instruments | The estimated fair values of financial instruments are as follows (in thousands): March 31, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Financial liabilities: Notes payable $ 185,817 $ 185,817 $ 175,181 $ 175,181 Subordinated amortizing notes $ 12,390 $ 9,514 $ 14,066 $ 12,122 5 3 / 4 % Senior Notes due 2019 $ 148,429 $ 143,250 $ 148,295 $ 147,750 8 1 / 2 % Senior Notes due 2020 $ 422,887 $ 434,563 $ 422,896 $ 449,438 7% Senior Notes due 2022 $ 345,474 $ 334,250 $ 345,338 $ 350,875 |
Income Per Common Share (Tables
Income Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Income Per Common Share Calculation | Basic and diluted income per common share for the three months ended March 31, 2016 and 2015 were calculated as follows (in thousands, except number of shares and per share amounts): Three Three Basic weighted average number of common shares outstanding 36,651,846 36,463,995 Effect of dilutive securities: Stock options, unvested common shares, and warrants 757,085 1,169,836 Tangible equity units 894,930 — Diluted average shares outstanding 38,303,861 37,633,831 Net income available to common stockholders $ 9,014 $ 6,682 Basic income per common share $ 0.25 $ 0.18 Dilutive income per common share $ 0.24 $ 0.18 Antidilutive securities not included in the calculation of diluted income per common share (weighted average): Unvested stock options 240,000 — Warrants 1,907,551 — Tangible equity units — 894,930 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments Under Non-Cancelable Operating Leases | The table below shows the future minimum payments under non-cancelable operating leases at March 31, 2016 (in thousands). Year Ending December 31 2016 $ 1,826 2017 2,282 2018 2,274 2019 2,054 2020 1,832 Thereafter 2,603 Total $ 12,871 |
Basis of Presentation and Sig29
Basis of Presentation and Significant Accounting Policies - Narrative (Details) | 3 Months Ended |
Mar. 31, 2016segment | |
Significant Accounting Policies [Line Items] | |
Number of reportable segments | 6 |
Minimum | |
Significant Accounting Policies [Line Items] | |
Percentage of sales price from construction management agreements | 3.00% |
Maximum | |
Significant Accounting Policies [Line Items] | |
Percentage of sales price from construction management agreements | 5.00% |
Basis of Presentation and Sig30
Basis of Presentation and Significant Accounting Policies - Summary of Changes in Warranty Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Warranty liability, beginning of period | $ 18,117 | $ 18,155 |
Warranty provision during period | 1,429 | 1,391 |
Warranty payments during period | (3,290) | (2,011) |
Warranty charges related to construction services projects | 103 | 180 |
Warranty liability, end of period | $ 16,359 | $ 17,715 |
Basis of Presentation and Sig31
Basis of Presentation and Significant Accounting Policies - Schedule of Interest Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Accounting Policies [Abstract] | ||
Interest incurred | $ 20,261 | $ 18,033 |
Less: Interest capitalized | 20,261 | 18,033 |
Interest expense, net of amounts capitalized | 0 | 0 |
Cash paid for interest | $ 14,911 | $ 11,700 |
Variable Interest Entities an32
Variable Interest Entities and Noncontrolling Interests - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016USD ($)joint_venture | Dec. 31, 2015USD ($)joint_venture | |
Noncontrolling Interest [Line Items] | ||
Number of joint ventures | joint_venture | 11 | 8 |
Consolidated variable interest entities, assets | $ 226.7 | $ 155 |
Consolidated variable interest entities, liabilities | 127.1 | 97.1 |
Cash | ||
Noncontrolling Interest [Line Items] | ||
Consolidated variable interest entities, assets | 5.1 | 2.8 |
Real estate | ||
Noncontrolling Interest [Line Items] | ||
Consolidated variable interest entities, assets | $ 220.2 | $ 148.6 |
Investments in Unconsolidated33
Investments in Unconsolidated Joint Ventures Investments in Unconsolidated Joint Ventures - Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||
Total operating revenue | $ 264,425 | $ 197,168 |
Cost of sales | (251,145) | (187,021) |
Operating income (loss) | 13,280 | 10,147 |
Unconsolidated joint venture income | 1,181 | 248 |
Joint Ventures | ||
Schedule of Equity Method Investments [Line Items] | ||
Total operating revenue | 3,967 | 706 |
Cost of sales | (1,925) | (382) |
Operating income (loss) | $ 2,042 | $ 324 |
Investments in Unconsolidated34
Investments in Unconsolidated Joint Ventures Investments in Unconsolidated Joint Ventures - Financial Position (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Schedule of Equity Method Investments [Line Items] | ||
Other assets | $ 20,622 | $ 21,017 |
Total Assets | 1,979,035 | 1,923,450 |
Accounts payable | 78,854 | 75,881 |
Accrued expenses | 71,576 | 70,324 |
Total Liabilities and Equity | 1,979,035 | 1,923,450 |
Joint Ventures | ||
Schedule of Equity Method Investments [Line Items] | ||
Cash | 7,037 | 6,340 |
Loans held for sale | 30,294 | 29,312 |
Accounts receivable | 159 | 309 |
Other assets | 61 | 390 |
Total Assets | 37,551 | 36,351 |
Accounts payable | 326 | 651 |
Accrued expenses | 835 | 774 |
Credit lines payable | 27,613 | 27,350 |
Other liabilities | 21 | 515 |
Members equity | 8,756 | 7,061 |
Total Liabilities and Equity | $ 37,551 | $ 36,351 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 3 Months Ended |
Mar. 31, 2016segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 6 |
Segment Information - Schedule
Segment Information - Schedule of Segment Financial Information Relating to Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Operating revenue | |||
Total operating revenue | $ 264,425 | $ 197,168 | |
Income before provision for income taxes | |||
Income before provision for income taxes | 14,986 | 11,176 | |
Corporate | |||
Income before provision for income taxes | |||
Income before provision for income taxes | (7,804) | (6,450) | |
California | Reportable Operating Segments | |||
Operating revenue | |||
Total operating revenue | [1] | 95,884 | 86,793 |
Income before provision for income taxes | |||
Income before provision for income taxes | 9,923 | 9,312 | |
Arizona | Reportable Operating Segments | |||
Operating revenue | |||
Total operating revenue | 21,047 | 7,186 | |
Income before provision for income taxes | |||
Income before provision for income taxes | 1,499 | 304 | |
Nevada | Reportable Operating Segments | |||
Operating revenue | |||
Total operating revenue | 30,741 | 27,242 | |
Income before provision for income taxes | |||
Income before provision for income taxes | 2,558 | 3,362 | |
Colorado | Reportable Operating Segments | |||
Operating revenue | |||
Total operating revenue | 26,393 | 18,189 | |
Income before provision for income taxes | |||
Income before provision for income taxes | 429 | (170) | |
Washington | Reportable Operating Segments | |||
Operating revenue | |||
Total operating revenue | 32,901 | 31,280 | |
Income before provision for income taxes | |||
Income before provision for income taxes | 1,423 | 2,573 | |
Oregon | Reportable Operating Segments | |||
Operating revenue | |||
Total operating revenue | 57,459 | 26,478 | |
Income before provision for income taxes | |||
Income before provision for income taxes | $ 6,958 | $ 2,245 | |
[1] | Operating revenue in the California segment includes construction services revenue. |
Segment Information - Schedul37
Segment Information - Schedule of Segment Homebuilding Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Homebuilding assets: | |||
Total homebuilding assets | $ 1,979,035 | $ 1,923,450 | |
Corporate | |||
Homebuilding assets: | |||
Total homebuilding assets | [1] | 189,495 | 225,432 |
California | Reportable Operating Segments | |||
Homebuilding assets: | |||
Total homebuilding assets | 705,240 | 721,066 | |
Arizona | Reportable Operating Segments | |||
Homebuilding assets: | |||
Total homebuilding assets | 203,202 | 197,828 | |
Nevada | Reportable Operating Segments | |||
Homebuilding assets: | |||
Total homebuilding assets | 206,081 | 183,019 | |
Colorado | Reportable Operating Segments | |||
Homebuilding assets: | |||
Total homebuilding assets | 118,789 | 118,307 | |
Washington | Reportable Operating Segments | |||
Homebuilding assets: | |||
Total homebuilding assets | 324,574 | 249,615 | |
Oregon | Reportable Operating Segments | |||
Homebuilding assets: | |||
Total homebuilding assets | $ 231,654 | $ 228,183 | |
[1] | Comprised primarily of cash and cash equivalents, deferred income taxes, receivables, and other assets. |
Real Estate Inventories - Summa
Real Estate Inventories - Summary of Real Estate Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Real estate inventories: | ||
Land deposits | $ 68,885 | $ 61,514 |
Land and land under development | 1,041,612 | 1,013,650 |
Homes completed and under construction | 539,746 | 495,966 |
Model homes | 103,072 | 103,976 |
Total | $ 1,753,315 | $ 1,675,106 |
Senior Notes, Secured, and Un39
Senior Notes, Secured, and Unsecured Indebtedness - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 03, 2014 | Aug. 11, 2014 | Mar. 31, 2014 | Nov. 08, 2012 |
Notes payable: | ||||||
Total notes payable | $ 185,817 | $ 175,181 | ||||
Subordinated amortizing notes | ||||||
Notes payable: | ||||||
Total debt | 12,390 | 14,066 | ||||
Stated interest rate | 5.50% | |||||
5 3/4% Senior Notes due April 15, 2019 | ||||||
Notes payable: | ||||||
Total debt | $ 148,429 | $ 148,295 | ||||
Stated interest rate | 5.75% | 5.75% | ||||
8 1/2% Senior Notes due November 15, 2020 | ||||||
Notes payable: | ||||||
Total debt | $ 422,887 | $ 422,896 | ||||
Stated interest rate | 8.50% | 8.50% | ||||
7% Senior Notes due August 15, 2022 | ||||||
Notes payable: | ||||||
Total debt | $ 345,474 | $ 345,338 | ||||
Stated interest rate | 7.00% | 7.00% | ||||
Senior notes | 5 3/4% Senior Notes due April 15, 2019 | ||||||
Notes payable: | ||||||
Stated interest rate | 5.75% | 5.75% | ||||
Senior notes | 8 1/2% Senior Notes due November 15, 2020 | ||||||
Notes payable: | ||||||
Stated interest rate | 8.50% | 8.50% | ||||
Senior notes | 7% Senior Notes due August 15, 2022 | ||||||
Notes payable: | ||||||
Stated interest rate | 7.00% | 7.00% | ||||
Carrying Amount | ||||||
Notes payable: | ||||||
Total notes payable | $ 185,817 | $ 175,181 | ||||
Total debt | 1,114,997 | 1,105,776 | ||||
Carrying Amount | Subordinated amortizing notes | ||||||
Notes payable: | ||||||
Total debt | 12,390 | 14,066 | ||||
Carrying Amount | 5 3/4% Senior Notes due April 15, 2019 | ||||||
Notes payable: | ||||||
Total debt | 148,429 | 148,295 | ||||
Carrying Amount | 8 1/2% Senior Notes due November 15, 2020 | ||||||
Notes payable: | ||||||
Total debt | 422,887 | 422,896 | ||||
Carrying Amount | 7% Senior Notes due August 15, 2022 | ||||||
Notes payable: | ||||||
Total debt | 345,474 | 345,338 | ||||
Carrying Amount | Construction notes payable | ||||||
Notes payable: | ||||||
Total notes payable | 136,817 | 110,181 | ||||
Carrying Amount | Revolving line of credit | ||||||
Notes payable: | ||||||
Total notes payable | 49,000 | 65,000 | ||||
Carrying Amount | Senior notes | ||||||
Notes payable: | ||||||
Total debt | 916,790 | 916,529 | ||||
Carrying Amount | Senior notes | 5 3/4% Senior Notes due April 15, 2019 | ||||||
Notes payable: | ||||||
Total debt | 148,295 | |||||
Carrying Amount | Senior notes | 8 1/2% Senior Notes due November 15, 2020 | ||||||
Notes payable: | ||||||
Total debt | $ 422,887 | 422,896 | ||||
Carrying Amount | Senior notes | 7% Senior Notes due August 15, 2022 | ||||||
Notes payable: | ||||||
Total debt | $ 345,338 |
Senior Notes, Secured, and Un40
Senior Notes, Secured, and Unsecured Indebtedness - Schedule of Maturities of Notes Payable, Senior Unsecured Facility, 5 3/4% and 8 1/2% Senior Notes (Details) - Senior Notes and Subordinated Amortizing Notes $ in Thousands | Mar. 31, 2016USD ($) |
Debt Instrument [Line Items] | |
2,016 | $ 15,179 |
2,017 | 135,829 |
2,018 | 14,673 |
2,019 | 182,526 |
2,020 | 425,000 |
Thereafter | 350,000 |
Total debt | $ 1,123,207 |
Senior Notes, Secured, and Un41
Senior Notes, Secured, and Unsecured Indebtedness - Narrative (Details) $ in Millions | Mar. 31, 2016USD ($) |
Debt Instrument [Line Items] | |
Deferred loan costs | $ 12.7 |
8 1/2% and 7% Senior Notes | |
Debt Instrument [Line Items] | |
Unamortized premium | $ 4.5 |
Senior Notes, Secured, and Un42
Senior Notes, Secured, and Unsecured Indebtedness - Schedule of Maturities of Construction Notes Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total notes payable | $ 185,817 | $ 175,181 |
Construction Loans | ||
Debt Instrument [Line Items] | ||
Total notes payable | 275,600 | |
Outstanding | 136,800 | |
Construction Loans | March 2016 Construction Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | 33,400 | |
Outstanding | $ 14,700 | |
Current Rate | 3.44% | |
Construction Loans | January 2016 Construction Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 35,000 | |
Outstanding | $ 17,600 | |
Current Rate | 3.68% | |
Construction Loans | November 2015 Construction Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 42,500 | |
Outstanding | $ 15,300 | |
Current Rate | 4.50% | |
Construction Loans | August 2015 Construction Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 14,200 | |
Outstanding | $ 2,800 | |
Current Rate | 4.50% | |
Construction Loans | August 2015 Construction Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 37,500 | |
Outstanding | $ 10,400 | |
Current Rate | 4.50% | |
Construction Loans | July 2015 Construction Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 22,500 | |
Outstanding | $ 14,900 | |
Current Rate | 4.00% | |
Construction Loans | April 2015 Construction Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 18,500 | |
Outstanding | $ 13,200 | |
Current Rate | 4.00% | |
Construction Loans | November 2014 Construction Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 24,000 | |
Outstanding | $ 17,200 | |
Current Rate | 4.00% | |
Construction Loans | November 2014 Construction Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 22,000 | |
Outstanding | $ 15,500 | |
Current Rate | 4.00% | |
Construction Loans | March 2014 Construction Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 26,000 | |
Outstanding | $ 15,200 | |
Current Rate | 3.43% |
Senior Notes, Secured, and Un43
Senior Notes, Secured, and Unsecured Indebtedness - Schedule of Maturities of Construction Notes Payable (Footnote) (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Construction Notes Payable, March 2014, August 2015, November 2015, March 2016 | LIBOR | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 3.00% |
Construction Notes Payable, March 2014, August 2015, November 2015, March 2016 | Prime rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.00% |
Construction Notes Payable, January 2016 | LIBOR | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 3.25% |
Construction Notes Payable, November 2014, April 2015, July 2015 | Prime rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 0.50% |
Senior Notes, Secured, and Un44
Senior Notes, Secured, and Unsecured Indebtedness - Revolving Line of Credit - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | Mar. 27, 2015 | |
Debt Instrument [Line Items] | |||
Notes payable | $ 185,817,000 | $ 175,181,000 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 100,000,000 | ||
Additional capacity under accordion feature | 125,000,000 | ||
Revolving Credit Facility | Revolving Credit Facility Agreement | |||
Debt Instrument [Line Items] | |||
Commitment fee percentage | 0.50% | ||
Outstanding letter of credit | $ 8,600,000 | $ 8,600,000 | |
Amended facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 130,000,000 | ||
Additional capacity under accordion feature | 200,000,000 | ||
Minimum borrowing capacity | $ 50,000,000 | ||
Effective rate | 3.50% | 3.32% |
Senior Notes, Secured, and Un45
Senior Notes, Secured, and Unsecured Indebtedness - Subordinated Amortizing Notes - Narrative (Details) $ / shares in Units, $ in Thousands | Nov. 21, 2014$ / sharesshares | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 03, 2014$ / noteshares |
Subordinated amortizing notes | ||||
Debt Instrument [Line Items] | ||||
Initial principal amount | $ / note | 18.01 | |||
Stated interest rate | 5.50% | |||
Quarterly installments amount per amortizing note (in USD per note) | $ / note | 1.6250 | |||
Installment payment amount per amortizing note (in USD per note) | $ / note | 1.8056 | |||
Total debt | $ | $ 12,390 | $ 14,066 | ||
Senior unsecured loan facility | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ | $ 12,390 | $ 14,066 | ||
Maximum | Common stock, Class A | ||||
Debt Instrument [Line Items] | ||||
Shares delivered on mandatory settlement date (in shares) | shares | 5.2247 | |||
Minimum | Common stock, Class A | ||||
Debt Instrument [Line Items] | ||||
Shares delivered on mandatory settlement date (in shares) | shares | 4.4465 | |||
Tangible Equity Units | ||||
Debt Instrument [Line Items] | ||||
Number of TEUs sold (in shares) | shares | 1,000,000 | 150,000 | ||
Stated rate | 6.50% | |||
Share price (in USD per share) | $ / shares | $ 100 | |||
Percent conversion premium | 17.50% |
Senior Notes, Secured, and Un46
Senior Notes, Secured, and Unsecured Indebtedness - Senior Notes - Narrative (Details) - USD ($) | Sep. 15, 2015 | Aug. 11, 2014 | Mar. 31, 2014 | Oct. 24, 2013 | Nov. 08, 2012 | Sep. 03, 2009 | Jan. 31, 2016 | Jan. 31, 2015 | Aug. 31, 2014 | Feb. 28, 2014 | Jul. 31, 2013 | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||||||||||||
Deferred loan costs | $ (12,700,000) | ||||||||||||
Maturity date | Sep. 30, 2016 | ||||||||||||
5 3/4% Senior Notes due April 15, 2019 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 5.75% | 5.75% | |||||||||||
Total senior notes | $ 148,429,000 | $ 148,295,000 | |||||||||||
8 1/2% Senior Notes due November 15, 2020 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 8.50% | 8.50% | |||||||||||
Total senior notes | $ 422,887,000 | $ 422,896,000 | |||||||||||
7% Senior Notes due August 15, 2022 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 7.00% | 7.00% | |||||||||||
Total senior notes | $ 345,474,000 | $ 345,338,000 | |||||||||||
Senior notes | 5 3/4% Senior Notes due April 15, 2019 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 5.75% | 5.75% | |||||||||||
Principal amount | $ 150,000,000 | ||||||||||||
Percentage of principal amount | 100.00% | ||||||||||||
Percent exchanged | 100.00% | ||||||||||||
Deferred loan costs | $ (1,600,000) | ||||||||||||
Maturity date | Apr. 15, 2019 | ||||||||||||
Senior notes | 8 1/2% Senior Notes due November 15, 2020 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 8.50% | 8.50% | |||||||||||
Principal amount | $ 100,000,000 | $ 325,000,000 | $ 425,000,000 | ||||||||||
Percentage of principal amount | 106.50% | 100.00% | |||||||||||
Percent exchanged | 100.00% | 100.00% | |||||||||||
Unamortized premium | 3,600,000 | ||||||||||||
Deferred loan costs | $ (5,700,000) | ||||||||||||
Maturity date | Nov. 15, 2020 | ||||||||||||
Net proceeds from issuance of debt | $ 104,700,000 | ||||||||||||
Outstanding amount | $ 425,000,000 | ||||||||||||
Senior notes | 7% Senior Notes due August 15, 2022 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 7.00% | 7.00% | |||||||||||
Principal amount | $ 50,000,000 | $ 300,000,000 | $ 350,000,000 | ||||||||||
Percentage of principal amount | 102.00% | 100.00% | |||||||||||
Percent exchanged | 100.00% | ||||||||||||
Unamortized premium | 900,000 | ||||||||||||
Deferred loan costs | (5,500,000) | ||||||||||||
Net proceeds from issuance of debt | $ 50,500,000 | ||||||||||||
Expected percent exchanged | 100.00% | ||||||||||||
Outstanding amount | $ 350,000,000 |
Senior Notes, Secured, and Un47
Senior Notes, Secured, and Unsecured Indebtedness - Guarantor and Non-Guarantor Financial Statements - Narrative (Details) | Mar. 31, 2016 |
Parent | |
Debt Instrument [Line Items] | |
Ownership percentage | 100.00% |
Senior Notes, Secured, and Un48
Senior Notes, Secured, and Unsecured Indebtedness - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
ASSETS | ||||
Cash and cash equivalents | $ 35,798 | $ 50,203 | $ 29,450 | $ 52,771 |
Restricted cash | 505 | 504 | ||
Receivables | 6,124 | 14,838 | ||
Escrow proceeds receivable | 3,024 | 3,041 | ||
Real estate inventories | 1,753,315 | 1,675,106 | ||
Investment in unconsolidated joint ventures | 6,414 | 5,413 | ||
Goodwill | 66,902 | 66,902 | ||
Intangibles, net of accumulated amortization of $4,640 as of March 31, 2016 and December 31, 2015 | 6,700 | 6,700 | ||
Deferred income taxes, net | 79,631 | 79,726 | ||
Other assets, net | 20,622 | 21,017 | ||
Investments in subsidiaries | 0 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Total assets | 1,979,035 | 1,923,450 | ||
LIABILITIES AND EQUITY | ||||
Accounts payable | 78,854 | 75,881 | ||
Accrued expenses | 71,576 | 70,324 | ||
Notes payable | 185,817 | 175,181 | ||
Intercompany payables | 0 | 0 | ||
Total liabilities | 1,265,427 | 1,251,981 | ||
Equity | ||||
William Lyon Homes stockholders’ equity (deficit) | 641,531 | 632,095 | ||
Noncontrolling interests | 72,077 | 39,374 | ||
Total liabilities and equity | 1,979,035 | 1,923,450 | ||
Subordinated amortizing notes | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 12,390 | 14,066 | ||
5 3/4% Senior Notes due April 15, 2019 | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 148,429 | 148,295 | ||
8 1/2% Senior Notes due November 15, 2020 | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 422,887 | 422,896 | ||
7% Senior Notes due August 15, 2022 | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 345,474 | 345,338 | ||
Reporting Entities | Delaware Lyon | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Restricted cash | 0 | 0 | ||
Receivables | 0 | 0 | ||
Escrow proceeds receivable | 0 | 0 | ||
Real estate inventories | 0 | 0 | ||
Investment in unconsolidated joint ventures | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangibles, net of accumulated amortization of $4,640 as of March 31, 2016 and December 31, 2015 | 0 | 0 | ||
Deferred income taxes, net | 0 | 0 | ||
Other assets, net | 0 | 0 | ||
Investments in subsidiaries | 641,531 | 632,095 | ||
Intercompany receivables | 0 | 0 | ||
Total assets | 641,531 | 632,095 | ||
LIABILITIES AND EQUITY | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses | 0 | 0 | ||
Notes payable | 0 | 0 | ||
Intercompany payables | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Equity | ||||
William Lyon Homes stockholders’ equity (deficit) | 641,531 | 632,095 | ||
Noncontrolling interests | 0 | 0 | ||
Total liabilities and equity | 641,531 | 632,095 | ||
Reporting Entities | Delaware Lyon | Subordinated amortizing notes | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 0 | 0 | ||
Reporting Entities | Delaware Lyon | 5 3/4% Senior Notes due April 15, 2019 | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 0 | 0 | ||
Reporting Entities | Delaware Lyon | 8 1/2% Senior Notes due November 15, 2020 | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 0 | 0 | ||
Reporting Entities | Delaware Lyon | 7% Senior Notes due August 15, 2022 | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 0 | 0 | ||
Reporting Entities | California Lyon | ||||
ASSETS | ||||
Cash and cash equivalents | 30,178 | 44,332 | 26,659 | 48,462 |
Restricted cash | 505 | 504 | ||
Receivables | 2,261 | 8,986 | ||
Escrow proceeds receivable | 0 | 2,020 | ||
Real estate inventories | 898,212 | 922,990 | ||
Investment in unconsolidated joint ventures | 6,264 | 5,263 | ||
Goodwill | 14,209 | 14,209 | ||
Intangibles, net of accumulated amortization of $4,640 as of March 31, 2016 and December 31, 2015 | 0 | 0 | ||
Deferred income taxes, net | 79,631 | 79,726 | ||
Other assets, net | 18,610 | 18,980 | ||
Investments in subsidiaries | (25,858) | (34,522) | ||
Intercompany receivables | 0 | 0 | ||
Total assets | 1,024,012 | 1,062,488 | ||
LIABILITIES AND EQUITY | ||||
Accounts payable | 54,077 | 45,065 | ||
Accrued expenses | 67,200 | 62,167 | ||
Notes payable | 62,201 | 80,915 | ||
Intercompany payables | 171,819 | 170,757 | ||
Total liabilities | 1,284,477 | 1,289,499 | ||
Equity | ||||
William Lyon Homes stockholders’ equity (deficit) | (260,465) | (227,011) | ||
Noncontrolling interests | 0 | 0 | ||
Total liabilities and equity | 1,024,012 | 1,062,488 | ||
Reporting Entities | California Lyon | Subordinated amortizing notes | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 12,390 | 14,066 | ||
Reporting Entities | California Lyon | 5 3/4% Senior Notes due April 15, 2019 | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 148,429 | 148,295 | ||
Reporting Entities | California Lyon | 8 1/2% Senior Notes due November 15, 2020 | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 422,887 | 422,896 | ||
Reporting Entities | California Lyon | 7% Senior Notes due August 15, 2022 | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 345,474 | 345,338 | ||
Reporting Entities | Guarantor Subsidiaries | ||||
ASSETS | ||||
Cash and cash equivalents | 194 | 2,723 | 380 | 573 |
Restricted cash | 0 | 0 | ||
Receivables | 624 | 937 | ||
Escrow proceeds receivable | 3,024 | 1,021 | ||
Real estate inventories | 620,678 | 589,762 | ||
Investment in unconsolidated joint ventures | 150 | 150 | ||
Goodwill | 52,693 | 52,693 | ||
Intangibles, net of accumulated amortization of $4,640 as of March 31, 2016 and December 31, 2015 | 6,700 | 6,700 | ||
Deferred income taxes, net | 0 | 0 | ||
Other assets, net | 1,708 | 1,738 | ||
Investments in subsidiaries | (597,916) | (561,546) | ||
Intercompany receivables | 241,527 | 239,248 | ||
Total assets | 329,382 | 333,426 | ||
LIABILITIES AND EQUITY | ||||
Accounts payable | 21,037 | 27,807 | ||
Accrued expenses | 4,265 | 8,059 | ||
Notes payable | 0 | 0 | ||
Intercompany payables | 0 | 0 | ||
Total liabilities | 25,302 | 35,866 | ||
Equity | ||||
William Lyon Homes stockholders’ equity (deficit) | 304,080 | 297,560 | ||
Noncontrolling interests | 0 | 0 | ||
Total liabilities and equity | 329,382 | 333,426 | ||
Reporting Entities | Guarantor Subsidiaries | Subordinated amortizing notes | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 0 | 0 | ||
Reporting Entities | Guarantor Subsidiaries | 5 3/4% Senior Notes due April 15, 2019 | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 0 | 0 | ||
Reporting Entities | Guarantor Subsidiaries | 8 1/2% Senior Notes due November 15, 2020 | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 0 | 0 | ||
Reporting Entities | Guarantor Subsidiaries | 7% Senior Notes due August 15, 2022 | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 0 | 0 | ||
Reporting Entities | Non-Guarantor Subsidiaries | ||||
ASSETS | ||||
Cash and cash equivalents | 5,426 | 3,148 | 2,411 | 3,736 |
Restricted cash | 0 | 0 | ||
Receivables | 3,239 | 4,915 | ||
Escrow proceeds receivable | 0 | 0 | ||
Real estate inventories | 234,425 | 162,354 | ||
Investment in unconsolidated joint ventures | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangibles, net of accumulated amortization of $4,640 as of March 31, 2016 and December 31, 2015 | 0 | 0 | ||
Deferred income taxes, net | 0 | 0 | ||
Other assets, net | 304 | 299 | ||
Investments in subsidiaries | 0 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Total assets | 243,394 | 170,716 | ||
LIABILITIES AND EQUITY | ||||
Accounts payable | 3,740 | 3,009 | ||
Accrued expenses | 111 | 98 | ||
Notes payable | 123,616 | 94,266 | ||
Intercompany payables | 69,708 | 68,491 | ||
Total liabilities | 197,175 | 165,864 | ||
Equity | ||||
William Lyon Homes stockholders’ equity (deficit) | (25,858) | (34,522) | ||
Noncontrolling interests | 72,077 | 39,374 | ||
Total liabilities and equity | 243,394 | 170,716 | ||
Reporting Entities | Non-Guarantor Subsidiaries | Subordinated amortizing notes | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 0 | 0 | ||
Reporting Entities | Non-Guarantor Subsidiaries | 5 3/4% Senior Notes due April 15, 2019 | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 0 | 0 | ||
Reporting Entities | Non-Guarantor Subsidiaries | 8 1/2% Senior Notes due November 15, 2020 | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 0 | 0 | ||
Reporting Entities | Non-Guarantor Subsidiaries | 7% Senior Notes due August 15, 2022 | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 0 | 0 | ||
Consolidation, Eliminations | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Restricted cash | 0 | 0 | ||
Receivables | 0 | 0 | ||
Escrow proceeds receivable | 0 | 0 | ||
Real estate inventories | 0 | 0 | ||
Investment in unconsolidated joint ventures | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangibles, net of accumulated amortization of $4,640 as of March 31, 2016 and December 31, 2015 | 0 | 0 | ||
Deferred income taxes, net | 0 | 0 | ||
Other assets, net | 0 | 0 | ||
Investments in subsidiaries | (17,757) | (36,027) | ||
Intercompany receivables | (241,527) | (239,248) | ||
Total assets | (259,284) | (275,275) | ||
LIABILITIES AND EQUITY | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses | 0 | 0 | ||
Notes payable | 0 | 0 | ||
Intercompany payables | (241,527) | (239,248) | ||
Total liabilities | (241,527) | (239,248) | ||
Equity | ||||
William Lyon Homes stockholders’ equity (deficit) | (17,757) | (36,027) | ||
Noncontrolling interests | 0 | 0 | ||
Total liabilities and equity | (259,284) | (275,275) | ||
Consolidation, Eliminations | Subordinated amortizing notes | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 0 | 0 | ||
Consolidation, Eliminations | 5 3/4% Senior Notes due April 15, 2019 | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 0 | 0 | ||
Consolidation, Eliminations | 8 1/2% Senior Notes due November 15, 2020 | ||||
LIABILITIES AND EQUITY | ||||
Total debt | 0 | 0 | ||
Consolidation, Eliminations | 7% Senior Notes due August 15, 2022 | ||||
LIABILITIES AND EQUITY | ||||
Total debt | $ 0 | $ 0 |
Senior Notes, Secured, and Un49
Senior Notes, Secured, and Unsecured Indebtedness - Condensed Consolidating Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating revenue | ||
Sales | $ 261,295 | $ 189,715 |
Construction services | 3,130 | 7,453 |
Management fees | 0 | 0 |
Operating revenue | 264,425 | 197,168 |
Operating costs | ||
Cost of sales — homes | (215,171) | (154,081) |
Construction services | (2,824) | (6,029) |
Sales and marketing | (14,993) | (12,224) |
General and administrative | (17,834) | (13,948) |
Amortization of intangible assets | 0 | 203 |
Other | (323) | (536) |
Total operating costs | (251,145) | (187,021) |
Income (loss) from subsidiaries | 0 | 0 |
Operating income (loss) | 13,280 | 10,147 |
Equity in income of unconsolidated joint ventures | 1,181 | 248 |
Other income (expense), net | 525 | 781 |
Income (loss) before provision for income taxes | 14,986 | 11,176 |
Provision for income taxes | (5,045) | (3,570) |
Net income (loss) | 9,941 | 7,606 |
Less: Net income attributable to noncontrolling interests | (927) | (924) |
Net income available to common stockholders | 9,014 | 6,682 |
Reporting Entities | Delaware Lyon | ||
Operating revenue | ||
Sales | 0 | 0 |
Construction services | 0 | 0 |
Management fees | 0 | 0 |
Operating revenue | 0 | 0 |
Operating costs | ||
Cost of sales — homes | 0 | 0 |
Construction services | 0 | 0 |
Sales and marketing | 0 | 0 |
General and administrative | 0 | 0 |
Amortization of intangible assets | 0 | |
Other | 0 | 0 |
Total operating costs | 0 | 0 |
Income (loss) from subsidiaries | 9,014 | 6,682 |
Operating income (loss) | 9,014 | 6,682 |
Equity in income of unconsolidated joint ventures | 0 | 0 |
Other income (expense), net | 0 | 0 |
Income (loss) before provision for income taxes | 9,014 | 6,682 |
Provision for income taxes | 0 | 0 |
Net income (loss) | 9,014 | 6,682 |
Less: Net income attributable to noncontrolling interests | 0 | 0 |
Net income available to common stockholders | 9,014 | 6,682 |
Reporting Entities | California Lyon | ||
Operating revenue | ||
Sales | 100,824 | 89,544 |
Construction services | 3,130 | 7,453 |
Management fees | (680) | (511) |
Operating revenue | 103,274 | 96,486 |
Operating costs | ||
Cost of sales — homes | (78,879) | (68,876) |
Construction services | (2,824) | (6,029) |
Sales and marketing | (5,950) | (5,754) |
General and administrative | (14,006) | (11,319) |
Amortization of intangible assets | 203 | |
Other | (369) | (1,136) |
Total operating costs | (102,028) | (93,317) |
Income (loss) from subsidiaries | 2,237 | (6,744) |
Operating income (loss) | 3,483 | (3,575) |
Equity in income of unconsolidated joint ventures | 1,002 | 0 |
Other income (expense), net | 773 | 4,366 |
Income (loss) before provision for income taxes | 5,258 | 791 |
Provision for income taxes | (5,045) | (3,570) |
Net income (loss) | 213 | (2,779) |
Less: Net income attributable to noncontrolling interests | 0 | 0 |
Net income available to common stockholders | 213 | (2,779) |
Reporting Entities | Guarantor Subsidiaries | ||
Operating revenue | ||
Sales | 137,800 | 83,134 |
Construction services | 0 | 0 |
Management fees | 0 | 0 |
Operating revenue | 137,800 | 83,134 |
Operating costs | ||
Cost of sales — homes | (115,560) | (70,384) |
Construction services | 0 | 0 |
Sales and marketing | (7,625) | (5,524) |
General and administrative | (3,828) | (2,629) |
Amortization of intangible assets | 0 | |
Other | 46 | 600 |
Total operating costs | (126,967) | (77,937) |
Income (loss) from subsidiaries | 0 | 0 |
Operating income (loss) | 10,833 | 5,197 |
Equity in income of unconsolidated joint ventures | 179 | 248 |
Other income (expense), net | (9) | 4,813 |
Income (loss) before provision for income taxes | 11,003 | 10,258 |
Provision for income taxes | 0 | 0 |
Net income (loss) | 11,003 | 10,258 |
Less: Net income attributable to noncontrolling interests | 0 | 0 |
Net income available to common stockholders | 11,003 | 10,258 |
Reporting Entities | Non-Guarantor Subsidiaries | ||
Operating revenue | ||
Sales | 22,671 | 17,037 |
Construction services | 0 | 0 |
Management fees | 0 | 0 |
Operating revenue | 22,671 | 17,037 |
Operating costs | ||
Cost of sales — homes | (20,052) | (14,310) |
Construction services | 0 | 0 |
Sales and marketing | (1,418) | (946) |
General and administrative | 0 | 0 |
Amortization of intangible assets | 0 | |
Other | 0 | 0 |
Total operating costs | (21,470) | (15,256) |
Income (loss) from subsidiaries | 0 | 0 |
Operating income (loss) | 1,201 | 1,781 |
Equity in income of unconsolidated joint ventures | 0 | 0 |
Other income (expense), net | (239) | (8,398) |
Income (loss) before provision for income taxes | 962 | (6,617) |
Provision for income taxes | 0 | 0 |
Net income (loss) | 962 | (6,617) |
Less: Net income attributable to noncontrolling interests | (927) | (924) |
Net income available to common stockholders | 35 | (7,541) |
Consolidation, Eliminations | ||
Operating revenue | ||
Sales | 0 | 0 |
Construction services | 0 | 0 |
Management fees | 680 | 511 |
Operating revenue | 680 | 511 |
Operating costs | ||
Cost of sales — homes | (680) | (511) |
Construction services | 0 | 0 |
Sales and marketing | 0 | 0 |
General and administrative | 0 | 0 |
Amortization of intangible assets | 0 | |
Other | 0 | 0 |
Total operating costs | (680) | (511) |
Income (loss) from subsidiaries | (11,251) | 62 |
Operating income (loss) | (11,251) | 62 |
Equity in income of unconsolidated joint ventures | 0 | 0 |
Other income (expense), net | 0 | 0 |
Income (loss) before provision for income taxes | (11,251) | 62 |
Provision for income taxes | 0 | 0 |
Net income (loss) | (11,251) | 62 |
Less: Net income attributable to noncontrolling interests | 0 | 0 |
Net income available to common stockholders | $ (11,251) | $ 62 |
Senior Notes, Secured, and Un50
Senior Notes, Secured, and Unsecured Indebtedness - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities | ||
Net cash provided by (used in) operating activities | $ (59,536) | $ (61,096) |
Investing activities | ||
Collection of related party note receivable | 6,188 | 0 |
Investments in and advances to unconsolidated joint ventures | (1,000) | |
Purchases of property and equipment | (526) | (150) |
Investments in subsidiaries | 0 | 0 |
Net cash (used in) provided by investing activities | 5,662 | (1,150) |
Financing activities | ||
Proceeds from borrowings on notes payable | 53,162 | 6,148 |
Principal payments on notes payable | (26,526) | (6,962) |
Proceeds from borrowings on Revolver | 55,000 | 89,000 |
Payments on Revolver | (71,000) | (40,000) |
Principal payments on subordinated amortizing notes | (1,676) | (1,760) |
Payment of deferred loan costs | (197) | (561) |
Proceeds from stock options exercised | 0 | 106 |
Shares remitted to, or withheld by the Company for employee tax withholding | (844) | (1,632) |
Excess income tax benefit from stock based awards | (226) | 0 |
Noncontrolling interest contributions | 33,241 | 0 |
Noncontrolling interest distributions | (1,465) | (5,414) |
Advances to affiliates | 0 | 0 |
Intercompany receivables/payables | 0 | 0 |
Net cash provided by (used in) financing activities | 39,469 | 38,925 |
Net decrease in cash and cash equivalents | (14,405) | (23,321) |
Cash and cash equivalents — beginning of period | 50,203 | 52,771 |
Cash and cash equivalents — end of period | 35,798 | 29,450 |
Reporting Entities | Delaware Lyon | ||
Operating activities | ||
Net cash provided by (used in) operating activities | (422) | 175 |
Investing activities | ||
Collection of related party note receivable | 0 | |
Investments in and advances to unconsolidated joint ventures | 0 | |
Purchases of property and equipment | 0 | 0 |
Investments in subsidiaries | 0 | 0 |
Net cash (used in) provided by investing activities | 0 | 0 |
Financing activities | ||
Proceeds from borrowings on notes payable | 0 | 0 |
Principal payments on notes payable | 0 | 0 |
Proceeds from borrowings on Revolver | 0 | 0 |
Payments on Revolver | 0 | 0 |
Principal payments on subordinated amortizing notes | 0 | 0 |
Payment of deferred loan costs | 0 | 0 |
Proceeds from stock options exercised | 0 | |
Shares remitted to, or withheld by the Company for employee tax withholding | 0 | 0 |
Excess income tax benefit from stock based awards | 0 | |
Noncontrolling interest contributions | 0 | |
Noncontrolling interest distributions | 0 | 0 |
Advances to affiliates | 0 | 0 |
Intercompany receivables/payables | 422 | (175) |
Net cash provided by (used in) financing activities | 422 | (175) |
Net decrease in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents — beginning of period | 0 | 0 |
Cash and cash equivalents — end of period | 0 | 0 |
Reporting Entities | California Lyon | ||
Operating activities | ||
Net cash provided by (used in) operating activities | 41,317 | (53,883) |
Investing activities | ||
Collection of related party note receivable | 6,188 | |
Investments in and advances to unconsolidated joint ventures | (1,000) | |
Purchases of property and equipment | (548) | (173) |
Investments in subsidiaries | (6,427) | (4,896) |
Net cash (used in) provided by investing activities | (787) | (6,069) |
Financing activities | ||
Proceeds from borrowings on notes payable | 57 | 0 |
Principal payments on notes payable | (2,771) | (384) |
Proceeds from borrowings on Revolver | 55,000 | 89,000 |
Payments on Revolver | (71,000) | (40,000) |
Principal payments on subordinated amortizing notes | (1,676) | (1,760) |
Payment of deferred loan costs | (197) | (561) |
Proceeds from stock options exercised | 106 | |
Shares remitted to, or withheld by the Company for employee tax withholding | (844) | (1,632) |
Excess income tax benefit from stock based awards | (226) | |
Noncontrolling interest contributions | 0 | |
Noncontrolling interest distributions | 0 | 0 |
Advances to affiliates | 0 | 0 |
Intercompany receivables/payables | (33,027) | (6,620) |
Net cash provided by (used in) financing activities | (54,684) | 38,149 |
Net decrease in cash and cash equivalents | (14,154) | (21,803) |
Cash and cash equivalents — beginning of period | 44,332 | 48,462 |
Cash and cash equivalents — end of period | 30,178 | 26,659 |
Reporting Entities | Guarantor Subsidiaries | ||
Operating activities | ||
Net cash provided by (used in) operating activities | (32,162) | (6,375) |
Investing activities | ||
Collection of related party note receivable | 0 | |
Investments in and advances to unconsolidated joint ventures | 0 | |
Purchases of property and equipment | 25 | 15 |
Investments in subsidiaries | 36,370 | 11,916 |
Net cash (used in) provided by investing activities | 36,395 | 11,931 |
Financing activities | ||
Proceeds from borrowings on notes payable | 0 | 0 |
Principal payments on notes payable | 0 | (162) |
Proceeds from borrowings on Revolver | 0 | 0 |
Payments on Revolver | 0 | 0 |
Principal payments on subordinated amortizing notes | 0 | 0 |
Payment of deferred loan costs | 0 | 0 |
Proceeds from stock options exercised | 0 | |
Shares remitted to, or withheld by the Company for employee tax withholding | 0 | 0 |
Excess income tax benefit from stock based awards | 0 | |
Noncontrolling interest contributions | 0 | |
Noncontrolling interest distributions | 0 | 0 |
Advances to affiliates | (4,483) | (4,808) |
Intercompany receivables/payables | (2,279) | (779) |
Net cash provided by (used in) financing activities | (6,762) | (5,749) |
Net decrease in cash and cash equivalents | (2,529) | (193) |
Cash and cash equivalents — beginning of period | 2,723 | 573 |
Cash and cash equivalents — end of period | 194 | 380 |
Reporting Entities | Non-Guarantor Subsidiaries | ||
Operating activities | ||
Net cash provided by (used in) operating activities | (68,691) | (838) |
Investing activities | ||
Collection of related party note receivable | 0 | |
Investments in and advances to unconsolidated joint ventures | 0 | |
Purchases of property and equipment | (3) | 8 |
Investments in subsidiaries | 0 | 0 |
Net cash (used in) provided by investing activities | (3) | 8 |
Financing activities | ||
Proceeds from borrowings on notes payable | 53,105 | 6,148 |
Principal payments on notes payable | (23,755) | (6,416) |
Proceeds from borrowings on Revolver | 0 | 0 |
Payments on Revolver | 0 | 0 |
Principal payments on subordinated amortizing notes | 0 | 0 |
Payment of deferred loan costs | 0 | 0 |
Proceeds from stock options exercised | 0 | |
Shares remitted to, or withheld by the Company for employee tax withholding | 0 | 0 |
Excess income tax benefit from stock based awards | 0 | |
Noncontrolling interest contributions | 33,241 | |
Noncontrolling interest distributions | (1,465) | (5,414) |
Advances to affiliates | 8,629 | 5,693 |
Intercompany receivables/payables | 1,217 | (506) |
Net cash provided by (used in) financing activities | 70,972 | (495) |
Net decrease in cash and cash equivalents | 2,278 | (1,325) |
Cash and cash equivalents — beginning of period | 3,148 | 3,736 |
Cash and cash equivalents — end of period | 5,426 | 2,411 |
Consolidation, Eliminations | ||
Operating activities | ||
Net cash provided by (used in) operating activities | 422 | (175) |
Investing activities | ||
Collection of related party note receivable | 0 | |
Investments in and advances to unconsolidated joint ventures | 0 | |
Purchases of property and equipment | 0 | 0 |
Investments in subsidiaries | (29,943) | (7,020) |
Net cash (used in) provided by investing activities | (29,943) | (7,020) |
Financing activities | ||
Proceeds from borrowings on notes payable | 0 | 0 |
Principal payments on notes payable | 0 | 0 |
Proceeds from borrowings on Revolver | 0 | 0 |
Payments on Revolver | 0 | 0 |
Principal payments on subordinated amortizing notes | 0 | 0 |
Payment of deferred loan costs | 0 | 0 |
Proceeds from stock options exercised | 0 | |
Shares remitted to, or withheld by the Company for employee tax withholding | 0 | 0 |
Excess income tax benefit from stock based awards | 0 | |
Noncontrolling interest contributions | 0 | |
Noncontrolling interest distributions | 0 | 0 |
Advances to affiliates | (4,146) | (885) |
Intercompany receivables/payables | 33,667 | 8,080 |
Net cash provided by (used in) financing activities | 29,521 | 7,195 |
Net decrease in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents — beginning of period | 0 | 0 |
Cash and cash equivalents — end of period | $ 0 | $ 0 |
Fair Value of Financial Instr51
Fair Value of Financial Instruments - Schedule of Estimated Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Financial liabilities: | ||
Notes payable | $ 185,817 | $ 175,181 |
Notes payable, fair value | 185,817 | 175,181 |
Subordinated amortizing notes | ||
Financial liabilities: | ||
Total senior notes | 12,390 | 14,066 |
Long-term Debt, Fair Value | 9,514,033 | 12,122 |
5 3/4% Senior Notes due April 15, 2019 | ||
Financial liabilities: | ||
Total senior notes | 148,429 | 148,295 |
Long-term Debt, Fair Value | $ 143,250 | $ 147,750 |
Stated interest rate | 5.75% | 5.75% |
8 1/2% Senior Notes due November 15, 2020 | ||
Financial liabilities: | ||
Total senior notes | $ 422,887 | $ 422,896 |
Long-term Debt, Fair Value | $ 434,563 | $ 449,438 |
Stated interest rate | 8.50% | 8.50% |
7% Senior Notes due August 15, 2022 | ||
Financial liabilities: | ||
Total senior notes | $ 345,474 | $ 345,338 |
Long-term Debt, Fair Value | $ 334,250 | $ 350,875 |
Stated interest rate | 7.00% | 7.00% |
Carrying Amount | ||
Financial liabilities: | ||
Notes payable | $ 185,817 | $ 175,181 |
Total senior notes | 1,114,997 | 1,105,776 |
Carrying Amount | Subordinated amortizing notes | ||
Financial liabilities: | ||
Total senior notes | 12,390 | 14,066 |
Carrying Amount | 5 3/4% Senior Notes due April 15, 2019 | ||
Financial liabilities: | ||
Total senior notes | 148,429 | 148,295 |
Carrying Amount | 8 1/2% Senior Notes due November 15, 2020 | ||
Financial liabilities: | ||
Total senior notes | 422,887 | 422,896 |
Carrying Amount | 7% Senior Notes due August 15, 2022 | ||
Financial liabilities: | ||
Total senior notes | $ 345,474 | $ 345,338 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) $ in Millions | Sep. 03, 2009USD ($) |
Related Party Transactions [Abstract] | |
Aggregate purchase price of aircraft | $ 8.3 |
Cash paid on sale of aircraft | 2.1 |
Promissory note from the affiliate | 6.2 |
Semiannual interest payments received | $ 0.1 |
Maturity date | Sep. 30, 2016 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Taxes [Line Items] | ||
Effective income tax rate | 33.70% | 31.90% |
Valuation allowance | $ 0 | |
Testing Period | 5 years | |
AMT credit carryovers | $ 1,400,000 | |
Unrecognized tax benefits | 0 | |
Federal | ||
Income Taxes [Line Items] | ||
Operating loss carry forwards | 0 | |
Unused built-in losses | 53,200,000 | |
State | ||
Income Taxes [Line Items] | ||
Operating loss carry forwards | 54,200,000 | |
Unused built-in losses | $ 7,500,000 |
Income Per Common Share - Sched
Income Per Common Share - Schedule of Basic and Diluted Income Per Common Share Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Basic weighted average number of common shares outstanding (in shares) | 36,651,846 | 36,463,995 |
Effect of dilutive securities: | ||
Stock options, unvested common shares, and warrants (in shares) | 757,085 | 1,169,836 |
Tangible equity units (in shares) | 894,930 | 0 |
Diluted average shares outstanding (in shares) | 38,303,861 | 37,633,831 |
Net income available to common stockholders | $ 9,014 | $ 6,682 |
Basic income per common share (in USD per share) | $ 0.25 | $ 0.18 |
Dilutive income per common share (in USD per share) | $ 0.24 | $ 0.18 |
Unvested Stock Options | ||
Antidilutive securities not included in the calculation of diluted income per common share (weighted average): | ||
Antidilutive securities (in shares) | 240,000 | 0 |
Warrants | ||
Antidilutive securities not included in the calculation of diluted income per common share (weighted average): | ||
Antidilutive securities (in shares) | 1,907,551 | 0 |
Tangible Equity Units | ||
Antidilutive securities not included in the calculation of diluted income per common share (weighted average): | ||
Antidilutive securities (in shares) | 0 | 894,930 |
Stock Based Compensation - Narr
Stock Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | $ 1,492 | $ 1,351 |
Restricted stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance of stock (in shares) | 259,797 | |
Restricted stock | Other Employee | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance of stock (in shares) | 218,733 | |
Restricted stock | Non Employee Director | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance of stock (in shares) | 41,064 | |
Stock awards, vesting percentage | 25.00% | |
Restricted stock | Vest on March 1st of each of 2017, 2018 and 2019 | Other Employee | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance of stock (in shares) | 163,269 | |
Stock awards, vesting percentage | 33.33% | |
Restricted stock | Vest on March 1st of each of 2017 and 2018 | Other Employee | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance of stock (in shares) | 55,464 | |
Stock awards, vesting percentage | 50.00% | |
Performance Based Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance of stock (in shares) | 566,092 | |
Compensation expense recognized | $ 0 | |
Performance Based Restricted Stock | Vest on March 1st of each of 2017, 2018 and 2019 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock awards, vesting percentage | 33.33% |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Loss Contingencies [Line Items] | |||
Rent expense under cancelable and non-cancelable operating leases | $ 1 | $ 1 | |
Deposits as collateral for outstanding surety bonds | 0.5 | $ 0.5 | |
Outstanding performance and surety bonds | 166.2 | ||
Non-refundable deposits | 69.4 | ||
Remaining purchase price of land | 479.9 | ||
Project construction commitment | |||
Loss Contingencies [Line Items] | |||
Other Commitment | $ 259.1 |
Commitments and Contingencies57
Commitments and Contingencies - Schedule of Future Minimum Payments Under Non-Cancelable Operating Leases (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Future Minimum Payments Under Non-cancelable Operating Leases | |
2,016 | $ 1,826 |
2,017 | 2,282 |
2,018 | 2,274 |
2,019 | 2,054 |
2,020 | 1,832 |
Thereafter | 2,603 |
Total | $ 12,871 |