Senior Notes, Secured, and Unsecured Indebtedness | Senior Notes, Secured, and Unsecured Indebtedness Senior notes, secured, and unsecured indebtedness consist of the following (in thousands): June 30, 2018 December 31, 2017 Notes payable: Revolving credit facility $ 145,000 $ — Seller financing — 589 Construction notes payable 1,510 — Joint venture notes payable 161,562 93,926 Total notes payable 308,072 94,515 Senior notes: 5 3 / 4 % Senior Notes due April 15, 2019 — 149,362 7% Senior Notes due August 15, 2022 347,107 346,740 6% Senior Notes due September 1, 2023 343,354 — 5 7 / 8 % Senior Notes due January 31, 2025 440,251 439,567 Total senior notes 1,130,712 935,669 Total notes payable and senior notes $ 1,438,784 $ 1,030,184 As of June 30, 2018 , the maturities of the Notes payable, 7% Senior Notes, 6% Senior Notes, and 5 7 / 8 % Senior Notes are as follows (in thousands): Year Ending December 31, Remaining in 2018 $ 2,729 2019 42,754 2020 3,678 2021 258,911 2022 350,000 Thereafter 800,000 $ 1,458,072 Maturities above exclude premium on the 7% Senior Notes of $0.7 million and discount on the 5 7 / 8 % Senior Notes of $3.0 million , and deferred loan costs on the 7%, 6%, and 5 7 / 8 % Senior Notes of $16.9 million as of June 30, 2018 . Notes Payable Revolving Credit Facility On May 21, 2018 , California Lyon and Parent entered into a new credit agreement providing for an unsecured revolving credit facility of up to $325.0 million (the “New Facility”) with the lenders party thereto, which New Facility replaces the Company’s previous $170.0 million revolving credit facility, as described below. The New Facility will mature on May 21, 2021 , unless terminated earlier pursuant to the terms of the New Facility. The New Facility contains an uncommitted accordion feature under which its aggregate principal amount can be increased to up to $500.0 million under certain circumstances, as well as a sublimit of $50.0 million for letters of credit. The New Facility contains certain financial maintenance covenants, including (a) a minimum tangible net worth requirement of $556.4 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% as of June 30, 2018, further decreases to 60% effective as of December 31, 2018, and will remain at 60% thereafter, 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 New Facility and can differ in certain respects from comparable GAAP or other commonly used terms. The New Facility also 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 New Facility and permit the Lenders to accelerate payment on outstanding borrowings under the New Facility and require cash collateralization of outstanding letters of credit. If a change of control (as defined in the New Facility) occurs, the Lenders may terminate the commitments under the New Facility and require that the Borrower repay outstanding borrowings under the New 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 New Facility as of June 30, 2018 . Borrowings under the New 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 (such subsidiaries, the “Guarantors”), and may be used for general corporate purposes. As of June 30, 2018 , the commitment fee on the unused portion of the New Facility accrues at an annual rate of 0.50% . As of June 30, 2018 , the Company had $145.0 million outstanding against the New Facility at an effective rate of 5.1% , as well as a letter of credit for $8.4 million . On July 1, 2016 , California Lyon and Parent had entered into an amendment and restatement agreement pursuant to which its then existing credit agreement providing for a revolving credit facility was amended and restated in its entirety (the "Second Amended Facility"). As described above, the Second Amended Facility was replaced by the New Facility on May 21, 2018 . Previously, the Second Amended Facility had amended and restated the Company’s previous $130.0 million revolving credit facility and had provided for total lending commitments of $145.0 million , which had been scheduled to terminate on January 14, 2019 based on certain conditions, prior to the execution of the New Facility. In addition, the Second Amended Facility previously had an uncommitted accordion feature under which the Company could have increased 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. On November 28, 2017, California Lyon increased the size of the commitment under its Second Amended Facility by $25.0 million to an aggregate total of $170.0 million , through exercise of the facility’s accordion feature and entry into a new lender supplement as of such date. Pursuant to the Second Amended Facility, the maximum leverage ratio was 65% from June 30, 2016 through and including December 30, 2016, decreased to 62.5% on the last day of the 2016 fiscal year, remained at 62.5% from December 31, 2016 through and including June 29, 2017, and was scheduled to further decrease to 60% on the last day of the second quarter of 2017 and to remain at 60% thereafter. On June 16, 2017, California Lyon, Parent and the lenders party thereto had entered into a second amendment to the Second Amended Facility, which amended the maximum leverage ratio to extend the timing of the gradual step-downs, such that the leverage ratio remained at 62.5% through and including December 30, 2017, and decreased to 60% on the last day of the 2017 fiscal year and was scheduled to remain at 60% thereafter. On March 9, 2018, California Lyon, Parent and the lenders party thereto entered into a third amendment to the Second Amended Facility, which temporarily increased the maximum leverage ratio, such that the leverage ratio remained at 60% through and including March 30, 2018, and was scheduled to increase to 70% on March 31, 2018 through and including June 29, 2018. The Second Amended Facility previously contained certain financial maintenance covenants. The Company was in compliance with all covenants under the Second Amended Facility through its date of termination and replacement with the New Facility on May 21, 2018 . Borrowings under the previous Second Amended Facility were required to be guaranteed by the Parent and certain of the Parent's wholly-owned subsidiaries, were secured by a pledge of all equity interests held by such guarantors, and may have been used for general corporate purposes. Interest rates on borrowings generally were based on either LIBOR or a base rate, plus the applicable spread. Through the date of termination of the Second Amended Facility, the commitment fee on the unused portion of the Second Amended Facility accrued at an annual rate of 0.50 %. As of June 30, 2018 , the Company had terminated the Second Amended Facility by entering into the New Facility. As of December 31, 2017 , the Company had a letter of credit for $7.8 million but no outstanding balance against the previous Second Amended Facility. Seller Financing During the six months ended June 30, 2018 , the Company paid in full prior to maturity, along with all accrued interest to date, a note payable outstanding related to a land acquisition for which seller financing was provided. The note bore interest at a rate of 7% per annum and was secured by the underlying land. Notes Payable The Company and certain of its consolidated joint ventures have entered into 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 of the joint ventures notes payable are listed in the table below as of June 30, 2018 (in millions): Issuance Date Facility Size Outstanding Maturity Current Rate May, 2018 $ 70.0 $ 68.3 May, 2021 4.98 % (5) May, 2018 13.3 3.7 June, 2020 4.99 % (6) July, 2017 66.2 45.6 February, 2021 5.13 % (5) January, 2016 35.0 26.5 February, 2019 5.34 % (2) November, 2015 42.5 16.2 May, 2019 6.00 % (1) November, 2014 1.3 0.1 (4) August, 2018 5.50 % (3) March, 2014 4.0 1.2 (4) October, 2018 5.07 % (1) $ 232.3 $ 161.6 (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) The Company anticipates paying the borrowings in full upon the maturity date from proceeds from homes closed in the respective project. (5) Loan bears interest at the greatest of the prime rate, federal funds effective rate +1.0% , or LIBOR +1.0% . (6) Loan bears interest at LIBOR +2.90% . In addition to the above, the Company had $1.5 million of construction notes payable outstanding related to projects that are wholly-owned by the Company. The notes payable contain certain financial maintenance covenants. The Company was in compliance with all such covenants as of June 30, 2018 . 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”). During the six months ended June 30, 2018 , Parent, through California Lyon, used the net proceeds from the offering of 6.00% Senior Notes due 2023, as further described below, (i) together with cash generated from certain land banking arrangements, and cash on hand, to finance the RSI Acquisition and to pay related fees and expenses and (ii) to repay all of California Lyon's $150 million in aggregate principal amount of 5.75% Notes such that the 5.75% Notes were satisfied and discharged prior to June 30, 2018 . 8 1 / 2 % Senior Notes Due 2020 During the six months ended June 30, 2017 , Parent, through California Lyon, used the net proceeds from its private placement with registration rights of 5.875% Senior Notes due 2025, as further described below, to purchase $395.6 million of the outstanding aggregate principal amount of the Company's 8.5% Senior Notes due 2020 (the " 8.5% Notes"), pursuant to a cash tender offer and consent solicitation. Subsequently, the Company used the remaining proceeds, together with cash on hand, for the retirement of the remaining outstanding 8.5% Notes, such that the entire aggregate $425 million of previously outstanding 8.5% Notes are retired and extinguished as of December 31, 2017 . The Company incurred certain costs related to the early extinguishment of debt of the 8.5% Notes during the six months ended June 30, 2017 in an amount of $21.8 million , which is included in the Consolidated Statement of Operations as Loss on extinguishment of 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 acquisition of Polygon Northwest Homes, 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 initial 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 June 30, 2018 , the outstanding amount of the 7.00% Notes was $350 million , excluding unamortized premium of $0.7 million and deferred loan costs of $3.5 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 $350 million in aggregate principal amount of 6.00% Senior Notes due 2023 and $450 million in aggregate principal amount of 5.875% Senior Notes due 2025, each as described below. 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. 6% Senior Notes Due 2023 On March 9, 2018 , California Lyon completed its private placement with registration rights of 6.00% Senior Notes due 2023 (the " 6.00% Notes"), in an aggregate principal amount of $350 million . The 6.00% Notes were issued at 100% of their aggregate principal amount. Parent, through California Lyon, used the net proceeds from the 6.00% Notes offering to (i) together with cash generated from certain land banking arrangements, and cash on hand, to finance the RSI Acquisition and to pay related fees and expenses and (ii) to repay all of California Lyon's $150 million of the outstanding aggregate principal amount of the 5.75% Notes. As of June 30, 2018 , the outstanding principal amount of the 6.00% Notes was $350 million , excluding deferred loan costs of $6.6 million . The 6.00% Notes bear interest at a rate of 6.00% per annum, payable semiannually in arrears on March 1 and September 1, and mature on September 1, 2023. The 6.00% Notes are unconditionally guaranteed on a joint and several unsecured basis by Parent and certain of its existing and future restricted subsidiaries. The 6.00% 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 $350 million in aggregate principal amount of 7.00% Senior Notes due 2022, as described above and $450 million in aggregate principal amount of 5.875% Senior Notes due 2025, as described below. The 6.00% Notes rank senior in right of payment to all of California Lyon’s and the guarantors’ future subordinated debt. The 6.00% 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. On or after September 1, 2020, California Lyon may redeem all or a portion of the 6.00% Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount on the redemption date) set forth below plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date, if redeemed during the 12-month period commencing on each of the dates as set forth below: Year Percentage September 1, 2020 103.00 % September 1, 2021 101.50 % September 1, 2022 100.00 % Prior to September 1, 2020, the Notes may be redeemed in whole or in part at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, and accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, any time prior to September 1, 2020, California Lyon may, at its option on one or more occasions, redeem Notes (including any additional notes that may be issued in the future under the 2023 Notes Indenture) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (including any additional notes that may be issued in the future under the 2023 Notes Indenture) issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 106.00% , plus accrued and unpaid interest, if any, to, but not including, the redemption date, with an amount equal to the net cash proceeds from one or more equity offerings. 5.875% Senior Notes Due 2025 On January 31, 2017, California Lyon completed its private placement with registration rights of 5.875% Senior Notes due 2025 (the " 5.875% Notes"), in an aggregate principal amount of $450 million . The 5.875% Notes were issued at 99.215% of their aggregate principal amount. Parent, through California Lyon, used the net proceeds from the 5.875% Notes offering to purchase the outstanding aggregate principal amount of the 8.5% Notes such that the entire aggregate $425 million of previously outstanding 8.5% Notes are retired and extinguished as of June 30, 2018 . In May 2017, the Company exchanged 100% of the 5.875% Notes for notes that are freely transferable and registered under the Securities Act. As of June 30, 2018 , the outstanding principal amount of the 5.875% Notes was $450 million , excluding unamortized discount of $3.0 million and deferred loan costs of $6.7 million . The 5.875% Notes bear interest at a rate of 5.875% per annum, payable semiannually in arrears on January 31 and July 31, and mature on January 31, 2025. The 5.875% Notes are unconditionally guaranteed on a joint and several unsecured basis by Parent and certain of its existing and future restricted subsidiaries. The 5.875% 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 $350 million in aggregate principal amount of 7.00% Senior Notes due 2022 and $350 million in aggregate principal amount of 6.00% Senior Notes due 2023, each as described above. The 5.875% Notes rank senior in right of payment to all of California Lyon’s and the guarantors’ future subordinated debt. The 5.875% 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 Notes Covenant Compliance The indentures governing the 7.00% Notes, the 6.00% Notes, and the 5.875% 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 June 30, 2018 . GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS The following consolidating financial information includes: (1) Consolidating balance sheets as of June 30, 2018 and December 31, 2017 ; consolidating statements of operations for the three and six months ended June 30, 2018 and 2017 ; and consolidating statements of cash flows for the six month periods ended June 30, 2018 and 2017 , 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 June 30, 2018 and December 31, 2017 , and for the three and six month periods ended June 30, 2018 and 2017 . CONDENSED CONSOLIDATING BALANCE SHEET (Unaudited) As of June 30, 2018 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company ASSETS Cash and cash equivalents $ — $ 30,019 $ 6,092 $ 13,060 $ — $ 49,171 Receivables — 7,229 3,708 3,300 — 14,237 Escrow proceeds receivable — — 3,797 — — 3,797 Real estate inventories Owned — 807,335 1,065,942 458,291 — 2,331,568 Not owned — — 247,049 — — 247,049 Investment in unconsolidated joint ventures — 5,545 150 — — 5,695 Goodwill — 14,209 104,668 — — 118,877 Intangibles, net — — 6,700 — — 6,700 Deferred income taxes, net — 46,445 — — — 46,445 Lease right-of-use assets — 16,818 — — — 16,818 Other assets, net — 26,083 11,354 453 — 37,890 Investments in subsidiaries 805,625 22,370 (896,859 ) — 68,864 — Intercompany receivables — — 281,107 — (281,107 ) — Total assets $ 805,625 $ 976,053 $ 833,708 $ 475,104 $ (212,243 ) $ 2,878,247 LIABILITIES AND EQUITY Accounts payable $ — $ 55,935 $ 23,034 $ 10,080 $ — $ 89,049 Accrued expenses — 95,339 26,964 107 — 122,410 Liabilities from inventories not owned — — 247,049 — — 247,049 Notes payable — 145,000 1,510 161,562 — 308,072 7% Senior Notes — 347,107 — — — 347,107 6% Senior Notes — 343,354 — — — 343,354 5 7 / 8 % Senior Notes — 440,251 — — — 440,251 Intercompany payables — 175,452 — 105,655 (281,107 ) — Total liabilities — 1,602,438 298,557 277,404 (281,107 ) 1,897,292 Equity William Lyon Homes stockholders’ equity (deficit) 805,625 (626,385 ) 535,151 22,370 68,864 805,625 Noncontrolling interests — — — 175,330 — 175,330 Total liabilities and equity $ 805,625 $ 976,053 $ 833,708 $ 475,104 $ (212,243 ) $ 2,878,247 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2017 (in thousands) Unconsolidated Delaware California Guarantor Non-Guarantor Eliminating Consolidated ASSETS Cash and cash equivalents $ — $ 171,434 $ 156 $ 11,120 $ — $ 182,710 Receivables — 4,647 2,252 3,324 — 10,223 Escrow proceeds receivable — 1,594 1,725 — — 3,319 Real estate inventories — 831,007 630,384 238,459 — 1,699,850 Investment in unconsolidated joint ventures — 7,717 150 — — 7,867 Goodwill — 14,209 52,693 — — 66,902 Intangibles, net — — 6,700 — — 6,700 Deferred income taxes, net — 47,915 — — — 47,915 Lease right-of-use assets — 14,454 — — — 14,454 Other assets, net — 18,167 2,504 493 — 21,164 Investments in subsidiaries 780,472 (16,544 ) (494,201 ) — (269,727 ) — Intercompany receivables — — 269,831 — (269,831 ) — Total assets $ 780,472 $ 1,094,600 $ 472,194 $ 253,396 $ (539,558 ) $ 2,061,104 LIABILITIES AND EQUITY Accounts payable $ — $ 40,075 $ 13,007 $ 5,717 $ — $ 58,799 Accrued expenses — 108,407 2,988 96 — 111,491 Notes payable — 589 — 93,926 — 94,515 5 3 / 4 % Senior Notes — 149,362 — — — 149,362 7% Senior Notes — 346,740 — — — 346,740 5 7 / 8 % Senior Notes — 439,567 — — — 439,567 Intercompany payables — 179,788 — 90,043 (269,831 ) — Total liabilities — 1,264,528 15,995 189,782 (269,831 ) 1,200,474 Equity William Lyon Homes stockholders’ equity (deficit) 780,472 (169,928 ) 456,199 (16,544 ) (269,727 ) 780,472 Noncontrolling interests — — — 80,158 — 80,158 Total liabilities and equity $ 780,472 $ 1,094,600 $ 472,194 $ 253,396 $ (539,558 ) $ 2,061,104 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) Three Months Ended June 30, 2018 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company Operating revenue Sales $ — $ 150,150 $ 316,052 $ 52,230 $ — $ 518,432 Construction services — — 1,020 — — 1,020 Management fees — (1,629 ) — — 1,629 — — 148,521 317,072 52,230 1,629 519,452 Operating costs Cost of sales — (117,283 ) (264,132 ) (42,528 ) (1,629 ) (425,572 ) Construction services — — (959 ) — — (959 ) Sales and marketing — (7,700 ) (17,663 ) (3,485 ) — (28,848 ) General and administrative — (19,315 ) (9,192 ) — — (28,507 ) Transaction expenses — (777 ) — — — (777 ) Other — (680 ) 38 21 — (621 ) — (145,755 ) (291,908 ) (45,992 ) (1,629 ) (485,284 ) Income from subsidiaries 22,455 5,515 — — (27,970 ) — Operating income 22,455 8,281 25,164 6,238 (27,970 ) 34,168 Equity in income from unconsolidated joint ventures — 289 244 — — 533 Other income (expense), net — 712 (5 ) (396 ) — 311 Income before provision for income taxes 22,455 9,282 25,403 5,842 (27,970 ) 35,012 Provision for income taxes — (7,776 ) — — — (7,776 ) Net income 22,455 1,506 25,403 5,842 (27,970 ) 27,236 Less: Net income attributable to noncontrolling interests — — — (4,781 ) — (4,781 ) Net income available to common stockholders $ 22,455 $ 1,506 $ 25,403 $ 1,061 $ (27,970 ) $ 22,455 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) Three Months Ended June 30, 2017 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company Operating revenue Sales $ — $ 171,561 $ 198,172 $ 52,900 $ — $ 422,633 Construction services — 59 — — — 59 Management fees — (1,089 ) — — 1,089 — — 170,531 198,172 52,900 1,089 422,692 Operating costs Cost of sales — (143,633 ) (161,092 ) (47,243 ) (1,089 ) (353,057 ) Construction services — (6 ) — — — (6 ) Sales and marketing — (7,052 ) (10,789 ) (3,443 ) — (21,284 ) General and administrative — (15,598 ) (3,952 ) — — (19,550 ) Other — (620 ) 55 5 — (560 ) — (166,909 ) (175,778 ) (50,681 ) (1,089 ) (394,457 ) Income from subsidiaries 18,954 7,405 — — (26,359 ) — Operating income 18,954 11,027 22,394 2,219 (26,359 ) 28,235 Equity in income from unconsolidated joint ventures — 880 333 — — 1,213 Other income (expense), net — 380 (6 ) (366 ) — 8 Income before provision for income taxes 18,954 12,287 22,721 1,853 (26,359 ) 29,456 Provision for income taxes — (9,205 ) — — — (9,205 ) Net income 18,954 3,082 22,721 1,853 (26,359 ) 20,251 Less: Net income attributable to noncontrolling interests — — — (1,297 ) — (1,297 ) Net income available to common stockholders $ 18,954 $ 3,082 $ 22,721 $ 556 $ (26,359 ) $ 18,954 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) Six Months Ended June 30, 2018 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company Operating revenue Sales $ — $ 285,323 $ 498,996 $ 106,498 $ — $ 890,817 Construction services — — 2,003 — — 2,003 Management fees — (3,379 ) — — 3,379 — — 281,944 500,999 106,498 3,379 892,820 Operating costs Cost of sales — (227,528 ) (414,634 ) (87,339 ) (3,379 ) (732,880 ) Construction services — — (1,942 ) — — (1,942 ) Sales and marketing — (16,083 ) (28,446 ) (7,012 ) — (51,541 ) General and administrative — (37,868 ) (15,158 ) (2 ) — (53,028 ) Transaction expenses — (3,907 ) — — — (3,907 ) Other — (1,033 ) 84 30 — (919 ) — (286,419 ) (460,096 ) (94,323 ) (3,379 ) (844,217 ) Income from subsidiaries 30,783 13,622 — — (44,405 ) — Operating income 30,783 9,147 40,903 12,175 (44,405 ) 48,603 Equity in income from unconsolidated joint ventures — 964 501 — — 1,465 Other income (expense), net — 1,021 51 (726 ) — 346 Income before provision for income taxes 30,783 11,132 41,455 11,449 (44,405 ) 50,414 Provision for income taxes — (10,590 ) — — — (10,590 ) Net income 30,783 542 41,455 11,449 (44,405 ) 39,824 Less: Net income attributable to noncontrolling interests — — — (9,041 ) — (9,041 ) Net income available to common stockholders $ 30,783 $ 542 $ 41,455 $ 2,408 $ (44,405 ) $ 30,783 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) Six Months Ended June 30, 2017 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company Operating revenue Sales $ — $ 293,689 $ 317,795 $ 70,003 $ — $ 681,487 Construction services — 59 — — — 59 Management fees — (1,602 ) — — 1,602 — — 292,146 317,795 70,003 1,602 681,546 Operating costs Cost of sales — (243,028 ) (264,553 ) (62,329 ) (1,602 ) (571,512 ) Construction services — (6 ) — — — (6 ) Sales and marketing — (13,575 ) (17,720 ) (4,694 ) — (35,989 ) General and administrative — (30,114 ) (8,381 ) (1 ) — (38,496 ) Other — (1,151 ) 146 5 — (1,000 ) — (287,874 ) (290,508 ) (67,019 ) (1,602 ) (647,003 ) Income from subsidiaries 8,954 7,166 — — (16,120 ) — Operating income 8,954 11,438 27,287 2,984 (16,120 ) 34,543 Equity in income from unconsolidated joint ventures — 924 538 — — 1,462 Other income (expense), net — 1,025 (6 ) (666 ) — 353 Income before extinguishment of debt 8,954 13,387 27,819 2,318 (16,120 ) 36,358 Loss on extinguishment of debt — (21,828 ) — — — (21,828 ) Income (loss) before benefit from income taxes 8,954 (8,441 ) 27,819 2,318 (16,120 ) 14,530 Provision for income taxes — (3,575 ) — — — (3,575 ) Net income 8,954 (12,016 ) 27,819 2,318 (16,120 ) 10,955 Less: Net income attributable to noncontrolling interests — — — (2,001 ) — (2,001 ) Net income (loss) available to common stockholders $ 8,954 $ (12,016 ) $ 27,819 $ 317 $ (16,120 ) $ 8,954 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) Six Months Ended June 30, 2018 (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 $ 5,630 $ 24,688 $ 57,426 $ (203,957 ) $ (13,737 ) $ (129,950 ) Investing activities Cash paid for acquisitions, net of cash acquired — — (475,221 ) — — (475,221 ) Purchases of property and equipment — (1,844 ) (4,351 ) 12 — (6,183 ) Investments in subsidiaries — (33,399 ) 402,658 — (369,259 ) — Net cash (used in) provided by investing activities — (35,243 ) (76,914 ) 12 (369,259 ) (481,404 ) Financing activities Proceeds from borrowings on notes payable — — 145 120,594 — 120,739 Principal payments on notes payable — — (940 ) (52,958 ) — (53,898 ) Principal payments on 5.75% Senior Notes — (150,000 ) — — — (150,000 ) Proceeds from issuance of 6.0% Senior Notes — 350,000 — — — 350,000 Proceeds from borrowings on Revolver — 255,000 — — — 255,000 Payments on Revolver — (110,000 ) — — — (110,000 ) Payment of deferred loan costs — (9,340 ) — — — (9,340 ) Shares remitted to, or withheld by the |