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, 2019 December 31, 2018 Notes payable: Revolving credit facility $ 110,000 $ 45,000 Seller financing — — Construction notes payable 1,204 1,231 Joint venture notes payable 144,027 151,788 Total notes payable 255,231 198,019 Senior notes: 7% Senior Notes due August 15, 2022 347,639 347,456 6% Senior Notes due September 1, 2023 344,206 343,878 5.875% Senior Notes due January 31, 2025 428,430 431,992 Total senior notes 1,120,275 1,123,326 Total notes payable and senior notes $ 1,375,506 $ 1,321,345 As of March 31, 2019 , the maturities of the Notes payable, 7% Senior Notes, 6% Senior Notes, and 5.875% Senior Notes are as follows (in thousands): Year Ending December 31, Remaining in 2019 $ 15,217 2020 36,409 2021 203,605 2022 350,000 2023 350,000 Thereafter 436,886 $ 1,392,117 Maturities above exclude premium on the 7% Senior Notes of $0.5 million and discount on the 5.875% Senior Notes of $2.7 million , and deferred loan costs on the 7%, 6%, and 5.875% Senior Notes of $14.5 million as of March 31, 2019 . 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. Effective as of November 9, 2018, California Lyon increased the size of the commitment under its revolving credit facility by $40.0 million to an aggregate total of $365.0 million , through entry into a new lender supplement as of such date. On December 31, 2018, California Lyon, Parent and the lenders party thereto entered into an amendment to the New Facility, which amended the maximum leverage ratio to extend the timing of the gradual step-downs, such that the leverage ratio remained at 65% through and including December 30, 3018, decreased to 62.5% on the last day of the 2018 fiscal year through and including December 30, 2019, and further decreases and remains at 60% on December 31, 2019 and thereafter. The amendment did not revise any of our other financial covenants thereunder. 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 March 31, 2019 , the commitment fee on the unused portion of the New Facility accrues at an annual rate of 0.50% . As of March 31, 2019 , the Company had $110.0 million outstanding against the New Facility at an effective rate of 6.6% , as well as a letter of credit for $7.2 million . As of December 31, 2018 , the Company had $45.0 million outstanding against the New Facility at an effective rate of 7.5% , as well as a letter of credit for $8.6 million . 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 December 30, 2018, further decreased to 62.5% effective as of December 31, 2018, through and including December 30, 2019, and further decreases to and remains 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 March 31, 2019 . 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 December 31, 2018 , the Company had terminated the Second Amended Facility by entering into the New Facility. Seller Financing During the three months ended March 31, 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 March 31, 2019 (in millions): Issuance Date Facility Size Outstanding Maturity Current Rate March, 2019 18.9 $ 0.4 November, 2020 5.38 % (3) May, 2018 128.0 86.7 May, 2021 5.49 % (2) May, 2018 13.3 11.1 June, 2020 5.38 % (3) July, 2017 66.2 31.7 February, 2021 5.56 % (2) January, 2016 35.0 14.0 August, 2019 5.75 % (1) 261.4 $ 143.9 (1) Loan bears interest at LIBOR +3.25% . (2) Loan bears interest at the greatest of the prime rate, federal funds effective rate +1.0% , or LIBOR +1.0% . (3) Loan bears interest at LIBOR +2.90% . In addition to the above, the Company had $1.2 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 March 31, 2019 . Senior Notes 5.75% 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 three months ended March 31, 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 March 31, 2019 . 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 March 31, 2019 , the outstanding amount of the 7.00% Notes was $350 million , excluding unamortized premium of $0.5 million and deferred loan costs of $2.9 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 $437 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. In September 2018, the Company exchanged 100% of the 6.00% Notes tendered in the exchange offer for notes that are freely transferable and registered under the Exchange Act. As of March 31, 2019 , the outstanding principal amount of the 6.00% Notes was $350 million , excluding deferred loan costs of $5.8 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 $437 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 prior year 8.5% Notes such that the entire aggregate $425 million of previously outstanding 8.5% Notes were retired and extinguished as of December 31, 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 March 31, 2019 , the outstanding principal amount of the 5.875% Notes was $437 million , excluding unamortized discount of $2.7 million and deferred loan costs of $5.8 million . During the three months ended March 31, 2019 , the Company retired approximately $4.0 million of the principal balance, resulting in $0.4 million of gain on debt extinguishment recognized through earnings. 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 March 31, 2019 . GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS The following consolidating financial information includes: (1) Consolidating balance sheets as of March 31, 2019 and December 31, 2018 ; consolidating statements of operations for the three and three months ended March 31, 2019 and 2018 ; and consolidating statements of cash flows for the three month periods ended March 31, 2019 and 2018 , 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, 2019 and December 31, 2018 , and for the three and three month periods ended March 31, 2019 and 2018 . CONDENSED CONSOLIDATING BALANCE SHEET (Unaudited) As of March 31, 2019 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company ASSETS Cash and cash equivalents $ — $ 33,942 $ 1,915 $ 9,852 $ — $ 45,709 Receivables — 5,109 5,304 5,004 — 15,417 Escrow proceeds receivable — 2,659 — — — 2,659 Real estate inventories Owned — 725,596 1,140,340 437,600 — 2,303,536 Not owned — 114,858 179,227 — — 294,085 Investment in unconsolidated joint ventures — 5,512 150 — — 5,662 Goodwill — 14,209 109,486 — — 123,695 Intangibles, net — — 6,700 — — 6,700 Deferred income taxes, net — 46,900 — — — 46,900 Lease right-of-use assets — 13,135 — — — 13,135 Other assets, net — 27,299 8,952 1,264 — 37,515 Investments in subsidiaries 871,850 23,425 (943,873 ) — 48,598 — Intercompany receivables — — 294,625 (160 ) (294,465 ) — Total assets $ 871,850 $ 1,012,644 $ 802,826 $ 453,560 $ (245,867 ) $ 2,895,013 LIABILITIES AND EQUITY Accounts payable $ — $ 63,991 $ 30,492 $ 14,023 $ — $ 108,506 Accrued expenses — 84,459 12,156 100 — 96,715 Liabilities from inventories not owned — 114,860 179,225 — — 294,085 Notes payable — 110,001 1,204 144,026 — 255,231 7% Senior Notes — 347,639 — — — 347,639 6% Senior Notes — 344,206 — — — 344,206 5.875% Senior Notes — 428,430 — — — 428,430 Intercompany payables — 170,830 — 123,635 (294,465 ) — Total liabilities — 1,664,416 223,077 281,784 (294,465 ) 1,874,812 Equity William Lyon Homes stockholders’ equity 871,850 (651,772 ) 579,749 23,425 48,598 871,850 Noncontrolling interests — — — 148,351 — 148,351 Total liabilities and equity $ 871,850 $ 1,012,644 $ 802,826 $ 453,560 $ (245,867 ) $ 2,895,013 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2018 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company ASSETS Cash and cash equivalents $ — $ 21,450 $ 2,888 $ 9,441 $ — $ 33,779 Receivables — 6,054 4,151 3,297 — 13,502 Escrow proceeds receivable — Real estate inventories Owned — 745,750 1,152,786 434,671 — 2,333,207 Not owned — 114,859 200,717 — — 315,576 Investment in unconsolidated joint ventures — 5,392 150 — — 5,542 Goodwill — 14,209 109,486 — — 123,695 Intangibles, net — — 6,700 — — 6,700 Deferred income taxes, net — 47,241 — — — 47,241 Lease right-of-use assets — 13,561 — — — 13,561 Other assets, net — 26,797 9,688 486 — 36,971 Investments in subsidiaries 863,322 16,059 (961,950 ) — 82,569 — Intercompany receivables — — 285,675 — (285,675 ) — Total assets $ 863,322 $ 1,011,372 $ 810,291 $ 447,895 $ (203,106 ) $ 2,929,774 LIABILITIES AND EQUITY Accounts payable $ — $ 78,462 $ 34,546 $ 15,363 $ — $ 128,371 Accrued expenses — 123,088 26,967 100 — 150,155 Liabilities from inventories not owned — 114,859 200,717 — — 315,576 Notes payable — 45,000 1,231 151,788 — 198,019 7% Senior Notes — 347,456 — — — 347,456 6% Senior Notes — 343,878 — — — 343,878 5.875% Senior Notes — 431,992 — — — 431,992 Intercompany payables — 172,095 — 113,580 (285,675 ) — Total liabilities — 1,656,830 263,461 280,831 (285,675 ) 1,915,447 Equity William Lyon Homes stockholders’ equity 863,322 (645,458 ) 546,830 16,059 82,569 863,322 Noncontrolling interests — — — 151,005 — 151,005 Total liabilities and equity $ 863,322 $ 1,011,372 $ 810,291 $ 447,895 $ (203,106 ) $ 2,929,774 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) Three Months Ended March 31, 2019 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company Operating revenue Sales $ — $ 148,932 $ 243,356 $ 61,487 $ — $ 453,775 Construction services — — 2,089 — — 2,089 Management fees — (1,857 ) — — 1,857 — — 147,075 245,445 61,487 1,857 455,864 Operating costs Cost of sales — (123,138 ) (207,594 ) (48,455 ) (1,857 ) (381,044 ) Construction services — — (1,969 ) — — (1,969 ) Sales and marketing — (8,426 ) (14,736 ) (2,115 ) — (25,277 ) General and administrative — (20,169 ) (8,957 ) — — (29,126 ) Other — (387 ) — 43 — (344 ) — (152,120 ) (233,256 ) (50,527 ) (1,857 ) (437,760 ) Income from subsidiaries 8,119 6,926 — — (15,045 ) — Operating income 8,119 1,881 12,189 10,960 (15,045 ) 18,104 Equity in income of unconsolidated joint ventures — 711 201 — — 912 Other income (loss), net — 929 81 (379 ) — 631 Income before extinguishment of debt 8,119 3,521 12,471 10,581 (15,045 ) 19,647 Gain on extinguishment of debt — 383 — — — 383 Income before provision for income taxes 8,119 3,904 12,471 10,581 (15,045 ) 20,030 Provision for income taxes — (4,896 ) — — — (4,896 ) Net income 8,119 (992 ) 12,471 10,581 (15,045 ) 15,134 Less: Net income attributable to noncontrolling interests — — — (7,015 ) — (7,015 ) Net income available to common stockholders $ 8,119 $ (992 ) $ 12,471 $ 3,566 $ (15,045 ) $ 8,119 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) Three Months Ended March 31, 2018 (in thousands) Unconsolidated Delaware Lyon California Lyon Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated Company Operating revenue Sales $ — $ 135,173 $ 182,944 $ 54,268 $ — $ 372,385 Construction services — 983 — — — 983 Management fees — (1,750 ) — — 1,750 — — 134,406 182,944 54,268 1,750 373,368 Operating costs Cost of sales — (110,245 ) (150,502 ) (44,811 ) (1,750 ) (307,308 ) Construction services — (983 ) — — — (983 ) Sales and marketing — (8,383 ) (10,783 ) (3,527 ) — (22,693 ) General and administrative — (18,553 ) (5,966 ) (2 ) — (24,521 ) Transaction expenses — (3,130 ) — — — (3,130 ) Other — (353 ) 46 9 — (298 ) — (141,647 ) (167,205 ) (48,331 ) (1,750 ) (358,933 ) Income from subsidiaries 8,328 8,107 — — (16,435 ) — Operating income 8,328 866 15,739 5,937 (16,435 ) 14,435 Equity in income from unconsolidated joint ventures — 675 257 — — 932 Other income (expense), net — 309 56 (330 ) — 35 Income (loss) before provision for income taxes 8,328 1,850 16,052 5,607 (16,435 ) 15,402 Provision for income taxes — (2,814 ) — — — (2,814 ) Net income (loss) 8,328 (964 ) 16,052 5,607 (16,435 ) 12,588 Less: Net income attributable to noncontrolling interests — — — (4,260 ) — (4,260 ) Net income (loss) attributable to William Lyon Homes 8,328 (964 ) 16,052 1,347 (16,435 ) 8,328 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) Three Months Ended March 31, 2019 (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 $ (409 ) $ (37,671 ) $ 4,229 $ 3,826 $ (1,002 ) $ (31,027 ) Investing activities Sales (purchases) of property and equipment — — 1,404 — — 1,404 Investments in subsidiaries — (1,851 ) (18,077 ) — 19,928 — Net cash (used in) provided by investing activities — (1,851 ) (16,673 ) — 19,928 1,404 Financing activities Proceeds from borrowings on notes payable — — — 30,111 — 30,111 Principal payments on notes payable — — (27 ) (37,872 ) — (37,899 ) Principal payments on 5.875% Senior Notes — (3,591 ) — — — (3,591 ) Proceeds from borrowings on Revolver — 190,000 — — — 190,000 Payments on Revolver — (125,000 ) — — — (125,000 ) Payment of deferred loan costs — (43 ) — — — (43 ) Shares remitted to, or withheld by the Company for employee tax withholding — (2,356 ) — — — (2,356 ) Noncontrolling interest contributions — — — 1,389 — 1,389 Noncontrolling interest distributions — — — (11,058 ) — (11,058 ) Advances to affiliates — — 20,448 3,800 (24,248 ) — Intercompany receivables/payables 409 (6,996 ) (8,950 ) 10,215 5,322 — Net cash (used in) provided by financing activities 409 52,014 11,471 (3,415 ) (18,926 ) 41,553 Net (decrease) increase in cash and cash equivalents — 12,492 (973 ) 411 — 11,930 Cash and cash equivalents - beginning of period — 21,450 2,888 9,441 — 33,779 Cash and cash equivalents - end of period $ — $ 33,942 $ 1,915 $ 9,852 $ — $ 45,709 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) Three Months Ended March 31, 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 $ 6,515 $ (60,555 ) $ 146,012 $ 12,571 $ (6,515 ) $ 98,028 Investing activities Cash paid for acquisitions, net of cash acquired — — (475,221 ) — — (475,221 ) Purchases of property and equipment — (1,063 ) (1,391 ) 12 — (2,442 ) Investments in subsidiaries — 9,624 343,067 — (352,691 ) — Net cash provided by (used in) investing activities — 8,561 (133,545 ) 12 (352,691 ) (477,663 ) Financing activities Proceeds from borrowings on notes payable — — — 20,194 — 20,194 Principal payments on notes payable — — (14 ) (29,165 ) — (29,179 ) 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 — 110,000 — — — 110,000 Payments on Revolver — (25,000 ) — — — (25,000 ) Payment of deferred loan costs — (5,877 ) — — — (5,877 ) Shares remitted to, or withheld by the Company for employee tax withholding — (4,696 ) — — — (4,696 ) Payments to repurchase common stock — (5,000 ) — — — (5,000 ) Noncontrolling interest contributions — — — 4,062 — 4,062 Noncontrolling interest distributions — — — (17,106 ) — (17,106 ) Advances to affiliates — — 6,240 (2,864 ) (3,376 ) — Intercompany receivables/payables (6,515 ) (349,370 ) (15,273 ) 8,576 362,582 — Net cash (used in) provided by financing activities (6,515 ) (79,943 ) (9,047 ) (16,303 ) 359,206 247,398 Net (decrease) increase in cash and cash equivalents — (131,937 ) 3,420 (3,720 ) — (132,237 ) Cash and cash equivalents - beginning of period — 171,434 156 11,120 — 182,710 Cash and cash equivalents - end of period $ — $ 39,497 $ 3,576 $ 7,400 $ — $ 50,473 |