Senior Notes, Secured, and Unsecured Indebtedness | Senior Notes, Secured, and Unsecured Indebtedness Senior notes, secured, and unsecured indebtedness consist of the following (in thousands): September 30, 2016 December 31, 2015 Notes payable: Construction notes payable $ 130,923 $ 110,181 Seller financing 32,419 — Revolving line of credit 96,000 65,000 Total notes payable 259,342 175,181 Subordinated amortizing notes 8,970 14,066 Senior notes: 5 3 / 4 % Senior Notes due April 15, 2019 148,691 148,295 8 1 / 2 % Senior Notes due November 15, 2020 422,852 422,896 7% Senior Notes due August 15, 2022 345,829 345,338 Total senior notes 917,372 916,529 Total notes payable and senior notes $ 1,185,684 $ 1,105,776 As of September 30, 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 $ — 2017 78,844 2018 59,814 2019 279,654 2020 425,000 Thereafter 350,000 $ 1,193,312 Maturities above exclude premium on the 8 1 / 2 % and 7% Senior Notes in an aggregate of $3.8 million , and deferred loan costs on the 5 3 / 4 %, 8 1 / 2 % and 7% Senior Notes of $11.4 million as of September 30, 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 September 30, 2016 (in millions): Issuance Date Facility Size Outstanding Maturity Current Rate March, 2016 $ 33.4 $ 15.8 September, 2018 3.53 % (1) January, 2016 35.0 18.8 February, 2019 3.78 % (2) November, 2015 42.5 19.5 November, 2017 4.50 % (1) August, 2015 (4) 14.2 0.7 August, 2017 4.50 % (1) August, 2015 (4) 37.5 7.0 August, 2017 4.50 % (1) July, 2015 22.5 14.8 July, 2018 4.00 % (3) April, 2015 18.5 13.9 October, 2017 4.00 % (3) November, 2014 24.0 13.1 November, 2017 4.00 % (3) November, 2014 22.0 12.7 November, 2017 4.00 % (3) March, 2014 26.0 14.6 April, 2018 3.53 % (1) $ 275.6 $ 130.9 (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. The construction notes payable contain certain financial maintenance covenants. The Company was in compliance with all such covenants as of September 30, 2016 . Seller Financing At September 30, 2016 , the Company had $32.4 million of notes payable outstanding related to two land acquisitions for which seller financing was provided. The first note of approximately $3.0 million bears interest at a rate of 7% per annum, is secured by the underlying land, and matures in August 2017. This note was entered into with a related party. Refer to Note 8 for more details regarding the related party transaction. The second note of $29.4 million bears interest at a rate of 7% per annum, is secured by the underlying land, and matures in June 2018 . Revolving Line of Credit On July 1, 2016 , California Lyon and Parent entered into an amendment and restatement agreement pursuant to which its existing credit agreement providing for a revolving credit facility, as previously amended and restated on March 27, 2015 as described below, was further amended and restated in its entirety (as so further amended and restated, the "Second Amended Facility"). The Second Amended Facility amends and restates the Company’s previous $130.0 million revolving credit facility and provides for total lending commitments of $145.0 million . In addition, the Second 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, as well as a sublimit of $50.0 million for letters of credit. The Second Amended Facility, among other things, also amended the maturity date of the previous facility to July 1, 2019 , provided that the Second Amended Facility will terminate on January 14, 2019 (the “Springing Termination Date”) if, on the Springing Termination Date, the aggregate outstanding principal amount of California Lyon’s 5.75% senior notes due 2019 is equal to or greater than the sum of (a) 50% of the Consolidated EBITDA (as defined in the Second Amended Facility) of California Lyon, Parent, certain of the Parent’s direct and indirect wholly owned subsidiaries (together with California Lyon and Parent, the “Loan Parties”) and their Restricted Subsidiaries (as defined in the Second Amended Facility) for the four-quarter period ending September 30, 2018 , plus (b) the Liquidity (as defined in the Second Amended Facility) of the Loan Parties and their consolidated subsidiaries on the Springing Termination Date. Further, the Second Amended Facility amended the maximum leverage ratio covenant to extend the timing of the gradual step-downs. Specifically, pursuant to the Second Amended Facility, the maximum leverage ratio will remain at 65% from June 30, 2016 through and including December 30, 2016, will decrease to 62.5% on the last day of the 2016 fiscal year, remain at 62.5% from December 31, 2016 through and including June 29, 2017, and will further decrease to 60% on the last day of the second quarter of 2017 and remain at 60% thereafter. The Second Amended Facility did not revise any of our other financial covenants thereunder. Prior to the entry into the Second Amended Facility as described above, on March 27, 201 5, California Lyon and Parent entered into an amendment and restatement agreement which amended and restated the Company's previous $100 million revolving credit facility and provided for total lending commitments of $130.0 million , an uncommitted accordion feature under which the Company could 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 extended the maturity date of the previous facility by one year to August 7, 2017 . The Second Amended Facility contains certain financial maintenance covenants, including (a) a minimum tangible net worth requirement of $451.0 million (which is subject to increase over time based on subsequent earnings and proceeds from equity offerings, as well as deferred tax assets to the extent included on the Company's financial statements), (b) a maximum leverage covenant that prohibits the leverage ratio (as defined therein) from exceeding 65% , which maximum leverage ratio decreases to 62.5% effective as of December 31, 2016, and further decreases to 60% effective as of June 30, 2017, and (c) a covenant requiring us to maintain either (i) an interest coverage ratio (EBITDA to interest incurred, as defined therein) of at least 1.50 to 1.00 or (ii) liquidity (as defined therein) of an amount not less than the greater of our consolidated interest incurred during the trailing 12 months and $50.0 million . Our compliance with these financial covenants is measured by calculations and metrics that are specifically defined or described by the terms of the Second Amended Facility and can differ in certain respects from comparable GAAP or other commonly used terms. The Second 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 Second Amended Facility and permit the lenders to accelerate payment on outstanding borrowings under the Second Amended Facility and require cash collateralization of outstanding letters of credit. If a change in control (as defined in the Second Amended Facility) occurs, the lenders may terminate the commitments under the Second Amended Facility and require that the Company repay outstanding borrowings under the Second 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 Company was in compliance with all covenants under the Second Amended Facility as of September 30, 2016 . Borrowings under the Second Amended Facility, the availability of which is subject to a borrowing base formula, are required to be guaranteed by the Parent and certain of the Parent's wholly-owned subsidiaries, are secured by a pledge of all equity interests held by such guarantors, and may be used for general corporate purposes. Interest rates on borrowings generally will be based on either LIBOR or a base rate, plus the applicable spread. As of September 30, 2016 , the commitment fee on the unused portion of the Second Facility accrues at an annual rate of 0.50 %. As of September 30, 2016 and December 31, 2015 , the Company had $96.0 million and $65.0 million outstanding against the Second Amended Facility, respectively, at effective rates of 4.37% 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 September 30, 2016 and December 31, 2015 , the amortizing notes had an unamortized carrying value of $9.0 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 September 30, 2016 , the outstanding principal amount of the 5.75% Notes was $150 million , excluding deferred loan costs of $1.3 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 September 30, 2016 the outstanding principal amount of the 8.5% Notes was $425 million , excluding unamortized premium of $2.9 million and deferred loan costs of $5.1 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 September 30, 2016 the outstanding amount of the 7.00% Notes was $350 million , excluding unamortized premium of $0.9 million and deferred loan costs of $5.0 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 September 30, 2016 . GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS The following consolidating financial information includes: (1) Consolidating balance sheets as of September 30, 2016 and December 31, 2015 ; consolidating statements of operations for the three and nine months ended September 30, 2016 and 2015 ; and consolidating statements of cash flows for the nine month periods ended September 30, 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 September 30, 2016 and December 31, 2015 , and for the three and nine month periods ended September 30, 2016 and 2015 . CONDENSED CONSOLIDATING BALANCE SHEET (Unaudited) As of September 30, 2016 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company ASSETS Cash and cash equivalents $ — $ 35,703 $ 528 $ 4,479 $ — $ 40,710 Restricted cash — — — — — — Receivables — 3,083 1,757 3,281 — 8,121 Escrow proceeds receivable — — — — — — Real estate inventories — 957,404 662,342 236,288 — 1,856,034 Investment in unconsolidated joint ventures — 8,264 150 — — 8,414 Goodwill — 14,209 52,693 — — 66,902 Intangibles, net — — 6,700 — — 6,700 Deferred income taxes, net — 79,728 — — — 79,728 Other assets, net — 15,804 1,197 320 — 17,321 Investments in subsidiaries 671,670 (25,323 ) (608,347 ) — (38,000 ) — Intercompany receivables — — 248,639 — (248,639 ) — Total assets $ 671,670 $ 1,088,872 $ 365,659 $ 244,368 $ (286,639 ) $ 2,083,930 LIABILITIES AND EQUITY Accounts payable $ — $ 54,287 $ 16,343 $ 6,291 $ — $ 76,921 Accrued expenses — 75,808 6,098 106 — 82,012 Notes payable — 133,126 2,979 123,237 — 259,342 Subordinated amortizing notes — 8,970 — — — 8,970 5 3 / 4 % Senior Notes — 148,691 — — — 148,691 8 1 / 2 % Senior Notes — 422,852 — — — 422,852 7% Senior Notes — 345,829 — — — 345,829 Intercompany payables — 176,227 — 72,412 (248,639 ) — Total liabilities — 1,365,790 25,420 202,046 (248,639 ) 1,344,617 Equity William Lyon Homes stockholders’ equity (deficit) 671,670 (276,917 ) 340,240 (25,323 ) (38,000 ) 671,670 Noncontrolling interests — (1 ) — 67,644 — 67,643 Total liabilities and equity $ 671,670 $ 1,088,872 $ 365,660 $ 244,367 $ (286,639 ) $ 2,083,930 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 September 30, 2016 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company Operating revenue Sales $ — $ 105,962 $ 181,594 $ 55,072 $ — $ 342,628 Construction services — 86 — — — 86 Management fees — (1,541 ) — — 1,541 — — 104,507 181,594 55,072 1,541 342,714 Operating costs Cost of sales — (84,652 ) (151,306 ) (48,397 ) (1,541 ) (285,896 ) Construction services — (86 ) — — — (86 ) Sales and marketing — (6,205 ) (9,774 ) (2,267 ) — (18,246 ) General and administrative — (14,268 ) (3,091 ) (1 ) — (17,360 ) Other — 140 69 (11 ) — 198 — (105,071 ) (164,102 ) (50,676 ) (1,541 ) (321,390 ) Income from subsidiaries 13,069 3,548 — — (16,617 ) — Operating income 13,069 2,984 17,492 4,396 (16,617 ) 21,324 Equity in income from unconsolidated joint ventures — 1,140 295 — — 1,435 Other income (expense), net — 2,550 (19 ) (481 ) — 2,050 Income before provision for income taxes 13,069 6,674 17,768 3,915 (16,617 ) 24,809 Provision for income taxes — (8,295 ) — — — (8,295 ) Net income 13,069 (1,621 ) 17,768 3,915 (16,617 ) 16,514 Less: Net income attributable to noncontrolling interests — — — (3,445 ) — (3,445 ) Net income available to common stockholders $ 13,069 $ (1,621 ) $ 17,768 $ 470 $ (16,617 ) $ 13,069 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) Three Months Ended September 30, 2015 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company Operating revenue Sales $ — $ 90,594 $ 149,122 $ 4,595 $ — $ 244,311 Construction services — 4,896 — — — 4,896 Management fees — (138 ) — — 138 — — 95,352 149,122 4,595 138 249,207 Operating costs Cost of sales — (71,488 ) (124,476 ) (4,226 ) (138 ) (200,328 ) Construction services — (4,146 ) — — — (4,146 ) Sales and marketing — (6,312 ) (8,244 ) (796 ) — (15,352 ) General and administrative — (11,515 ) (2,466 ) — — (13,981 ) Amortization of intangible assets — (45 ) — — — (45 ) Other — (889 ) 297 — — (592 ) — (94,395 ) (134,889 ) (5,022 ) (138 ) (234,444 ) Income from subsidiaries 12,082 623 — — (12,705 ) — Operating income (loss) 12,082 1,580 14,233 (427 ) (12,705 ) 14,763 Equity in income from unconsolidated joint ventures — 1,018 — — — 1,018 Other income (expense), net — 1,395 368 (311 ) — 1,452 Income (loss) before provision for income taxes 12,082 3,993 14,601 (738 ) (12,705 ) 17,233 Provision for income taxes — (4,956 ) — — — (4,956 ) Net income (loss) 12,082 (963 ) 14,601 (738 ) (12,705 ) 12,277 Less: Net income attributable to noncontrolling interests — — — (195 ) — (195 ) Net income (loss) available to common stockholders $ 12,082 $ (963 ) $ 14,601 $ (933 ) $ (12,705 ) $ 12,082 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) Nine Months Ended September 30, 2016 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company Operating revenue Sales $ — $ 344,459 $ 494,597 $ 89,926 $ — $ 928,982 Construction services — 3,810 — — — 3,810 Management fees — (2,587 ) — — 2,587 — — 345,682 494,597 89,926 2,587 932,792 Operating costs Cost of sales — (276,481 ) (411,339 ) (79,298 ) (2,587 ) (769,705 ) Construction services — (3,458 ) — — — (3,458 ) Sales and marketing — (18,080 ) (26,731 ) (6,540 ) — (51,351 ) General and administrative — (41,749 ) (10,129 ) (1 ) — (51,879 ) Other — (587 ) (14 ) (11 ) — (612 ) — (340,355 ) (448,213 ) (85,850 ) (2,587 ) (877,005 ) Income from subsidiaries 36,644 7,472 — — (44,116 ) — Operating income (loss) 36,644 12,799 46,384 4,076 (44,116 ) 55,787 Equity in income from unconsolidated joint ventures — 3,001 809 — — 3,810 Other income (expense), net — 3,873 (34 ) (1,036 ) — 2,803 Income (loss) before provision for income taxes 36,644 19,673 47,159 3,040 (44,116 ) 62,400 Provision for income taxes — (20,859 ) — — — (20,859 ) Net income (loss) 36,644 (1,186 ) 47,159 3,040 (44,116 ) 41,541 Less: Net income attributable to noncontrolling interests — — — (4,897 ) — (4,897 ) Net income (loss) available to common stockholders $ 36,644 $ (1,186 ) $ 47,159 $ (1,857 ) $ (44,116 ) $ 36,644 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) Nine Months Ended September 30, 2015 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company Operating revenue Sales $ — $ 285,136 $ 368,519 $ 28,111 $ — $ 681,766 Construction services — 19,304 — — — 19,304 Management fees — (844 ) — — 844 — — 303,596 368,519 28,111 844 701,070 Operating costs Cost of sales — (220,846 ) (309,076 ) (23,891 ) (844 ) (554,657 ) Construction services — (16,073 ) — — — (16,073 ) Sales and marketing — (18,478 ) (21,544 ) (2,458 ) — (42,480 ) General and administrative — (33,503 ) (7,841 ) — (41,344 ) Amortization of intangible assets — (710 ) — — — (710 ) Other — (2,671 ) 1,122 — — (1,549 ) — (292,281 ) (337,339 ) (26,349 ) (844 ) (656,813 ) Income from subsidiaries 31,041 (5,845 ) — — (25,196 ) — Operating income (loss) 31,041 5,470 31,180 1,762 (25,196 ) 44,257 Equity in income from unconsolidated joint ventures — 1,781 — — — 1,781 Other income (expense), net — 6,083 5,685 (8,893 ) — 2,875 Income (loss) before provision for income taxes 31,041 13,334 36,865 (7,131 ) (25,196 ) 48,913 Provision for income taxes — (15,780 ) — — — (15,780 ) Net income (loss) 31,041 (2,446 ) 36,865 (7,131 ) (25,196 ) 33,133 Less: Net income attributable to noncontrolling interests — — — (2,092 ) — (2,092 ) Net income (loss) available to common stockholders $ 31,041 $ (2,446 ) $ 36,865 $ (9,223 ) $ (25,196 ) $ 31,041 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) Nine Months Ended September 30, 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 $ (2,931 ) $ 18,174 $ (35,182 ) $ (65,970 ) $ 2,931 $ (82,978 ) Investing activities Collection of related party note receivable — 6,188 — — — 6,188 Purchases of property and equipment — (809 ) 56 (20 ) — (773 ) Investments in subsidiaries — (1,727 ) 46,801 — (45,074 ) — Net cash (used in) provided by investing activities — 3,652 46,857 (20 ) (45,074 ) 5,415 Financing activities Proceeds from borrowings on notes payable — 2,211 — 109,781 — 111,992 Principal payments on notes payable — (10,440 ) — (80,810 ) — (91,250 ) Proceeds from borrowings on Revolver — 198,000 — — — 198,000 Payments on Revolver — (167,000 ) — — — (167,000 ) Principal payments on subordinated amortizing notes — (5,096 ) — — — (5,096 ) Payment of deferred loan costs — (792 ) — — — (792 ) Purchase of common stock — (918 ) — — — (918 ) Excess income tax benefit from stock based awards — (238 ) — — — (238 ) Noncontrolling interest contributions — — — 36,140 — 36,140 Noncontrolling interest distributions — — — (12,768 ) — (12,768 ) Advances to affiliates — — (4,479 ) 11,056 (6,577 ) — Intercompany receivables/payables 2,931 (46,182 ) (9,391 ) 3,922 48,720 — Net cash provided by (used in) financing activities 2,931 (30,455 ) (13,870 ) 67,321 42,143 68,070 Net (decrease) increase in cash and cash equivalents — (8,629 ) (2,195 ) 1,331 — (9,493 ) Cash and cash equivalents at beginning of period — 44,332 2,723 3,148 — 50,203 Cash and cash equivalents at end of period $ — $ 35,703 $ 528 $ 4,479 $ — $ 40,710 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) Nine Months Ended September 30, 2015 (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 $ (3,108 ) $ (148,129 ) $ (19,212 ) $ (52,390 ) $ 2,485 $ (220,354 ) Investing activities Investments in and advances to unconsolidated joint ventures — (1,000 ) — — — (1,000 ) Purchases of property and equipment — (1,375 ) 65 22 — (1,288 ) Investments in subsidiaries — (6,572 ) 27,885 — (21,313 ) — Net cash (used |