TRI POINTE GROUP, INC., 10-Q filed on 11/6/2015
Quarterly Report
Document and Entity Information
9 Months Ended
Sep. 30, 2015
Nov. 1, 2015
Document And Entity Information [Abstract]
 
 
Document Type
10-Q 
 
Amendment Flag
false 
 
Document Period End Date
Sep. 30, 2015 
 
Document Fiscal Year Focus
2015 
 
Document Fiscal Period Focus
Q3 
 
Trading Symbol
TPH 
 
Entity Registrant Name
TRI Pointe Group, Inc. 
 
Entity Central Index Key
0001561680 
 
Current Fiscal Year End Date
--12-31 
 
Entity Filer Category
Accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
161,813,750 
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2015
Dec. 31, 2014
Assets
 
 
Cash and cash equivalents
$ 96,993 
$ 170,629 
Receivables
32,921 
20,118 
Real estate inventories
2,576,402 
2,280,183 
Investments in unconsolidated entities
17,340 
16,805 
Goodwill and other intangible assets, net
162,162 
162,563 
Deferred tax assets
141,479 
157,821 
Other assets
84,516 
105,405 
Total assets
3,111,813 
2,913,524 
Liabilities
 
 
Accounts payable
67,747 
68,860 
Accrued expenses and other liabilities
210,707 
210,009 
Unsecured revolving credit facility
349,392 
260,000 
Seller financed loans
7,572 
14,677 
Senior notes
888,657 
887,502 
Total liabilities
1,524,075 
1,441,048 
Commitments and contingencies (Note 15)
   
   
Stockholders’ Equity:
 
 
Preferred stock, $0.01 par value, 50,000,000 shares authorized; no shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively
   
   
Common stock, $0.01 par value, 500,000,000 shares authorized; 161,813,750 and 161,355,490 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively
1,618 
1,614 
Additional paid-in capital
907,762 
906,159 
Retained earnings
666,796 
546,407 
Total stockholders’ equity
1,576,176 
1,454,180 
Noncontrolling interests
11,562 
18,296 
Total equity
1,587,738 
1,472,476 
Total liabilities and equity
$ 3,111,813 
$ 2,913,524 
Consolidated Balance Sheets (Parenthetical) (USD $)
Sep. 30, 2015
Dec. 31, 2014
Statement Of Financial Position [Abstract]
 
 
Preferred stock, par value
$ 0.01 
$ 0.01 
Preferred stock, shares authorized
50,000,000 
50,000,000 
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value
$ 0.01 
$ 0.01 
Common stock, shares authorized
500,000,000 
500,000,000 
Common stock, shares issued
161,813,750 
161,355,490 
Common stock, shares outstanding
161,813,750 
161,355,490 
Consolidated Statements of Operations (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Revenues:
 
 
 
 
Home sales
$ 642,352 
$ 471,801 
$ 1,443,855 
$ 1,023,312 
Land and lot sales
4,876 
5,550 
74,366 
36,449 
Other operations
913 
569 
2,695 
8,854 
Total revenues
648,141 
477,920 
1,520,916 
1,068,615 
Expenses:
 
 
 
 
Cost of home sales
507,543 
385,400 
1,149,191 
819,377 
Cost of land and lot sales
3,451 
2,317 
17,324 
30,245 
Other operations
570 
556 
1,724 
2,755 
Sales and marketing
30,038 
28,393 
78,958 
73,096 
General and administrative
26,783 
20,951 
83,261 
57,140 
Restructuring charges
2,010 
7,024 
2,730 
9,202 
Total expenses
570,395 
444,641 
1,333,188 
991,815 
Income from operations
77,746 
33,279 
187,728 
76,800 
Equity in loss of unconsolidated entities
(3)
(82)
(84)
(219)
Transaction expenses
 
(16,710)
 
(17,216)
Other income (loss), net
47 
499 
272 
(242)
Income before taxes
77,790 
16,986 
187,916 
59,123 
Provision for income taxes
(28,021)
(6,021)
(66,088)
(16,352)
Net income
49,769 
10,965 
121,828 
42,771 
Net (income) loss attributable to noncontrolling interests
393 
 
(1,439)
 
Net income available to common stockholders
$ 50,162 
$ 10,965 
$ 120,389 
$ 42,771 
Earnings per share
 
 
 
 
Basic
$ 0.31 
$ 0.07 
$ 0.74 
$ 0.31 
Diluted
$ 0.31 
$ 0.07 
$ 0.74 
$ 0.31 
Weighted average shares outstanding
 
 
 
 
Basic
161,772,893 
158,931,450 
161,651,177 
139,550,891 
Diluted
162,366,744 
159,158,706 
162,299,282 
140,213,655 
Consolidated Statements of Equity (USD $)
In Thousands, except Share data
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
TRI Pointe [Member]
Noncontrolling Interests [Member]
Beginning Balance at Dec. 31, 2013
$ 825,517 
$ 1,297 
$ 333,589 
$ 462,210 
$ 797,096 
$ 28,421 
Beginning Balance, Shares at Dec. 31, 2013
 
129,700,000 
 
 
 
 
Net income
84,197 
 
 
84,197 
84,197 
 
Capital contribution by Weyerhaeuser, net
63,355 
 
63,355 
 
63,355 
 
Common shares issued in connection with the Merger (Note 2)
498,973 
317 
498,656 
 
498,973 
 
Common shares issued in connection with the Merger (Note 2), Shares
 
31,632,533 
 
 
 
 
Shares issued under share-based awards
176 
 
176 
 
176 
 
Shares issued under share-based awards, Shares
 
22,957 
 
 
 
 
Excess tax benefit of share-based awards, net
1,757 
 
1,757 
 
1,757 
 
Stock-based compensation expense
8,626 
 
8,626 
 
8,626 
 
Distributions to noncontrolling interests, net
(17,248)
 
 
 
 
(17,248)
Net effect of consolidations, de-consolidations and other transactions
7,123 
 
 
 
 
7,123 
Ending Balance at Dec. 31, 2014
1,472,476 
1,614 
906,159 
546,407 
1,454,180 
18,296 
Ending Balance, Shares at Dec. 31, 2014
161,355,490 
161,355,490 
 
 
 
 
Net income
121,828 
 
 
120,389 
120,389 
1,439 
Capital contribution by Weyerhaeuser, net
(6,747)
 
(6,747)
 
(6,747)
 
Shares issued under share-based awards
1,616 
1,612 
 
1,616 
 
Shares issued under share-based awards, Shares
 
458,260 
 
 
 
 
Excess tax benefit of share-based awards, net
392 
 
392 
 
392 
 
Minimum tax withholding paid on behalf of employees for restricted stock units
(2,190)
 
(2,190)
 
(2,190)
 
Stock-based compensation expense
8,536 
 
8,536 
 
8,536 
 
Distributions to noncontrolling interests, net
(4,917)
 
 
 
 
(4,917)
Net effect of consolidations, de-consolidations and other transactions
(3,256)
 
 
 
 
(3,256)
Ending Balance at Sep. 30, 2015
$ 1,587,738 
$ 1,618 
$ 907,762 
$ 666,796 
$ 1,576,176 
$ 11,562 
Ending Balance, Shares at Sep. 30, 2015
161,813,750 
161,813,750 
 
 
 
 
Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Cash flows from operating activities
 
 
Net income
$ 121,828 
$ 42,771 
Adjustments to reconcile net income to net cash used in operating activities:
 
 
Depreciation and amortization
5,416 
10,578 
Equity in loss of unconsolidated entities, net
84 
219 
Deferred income taxes, net
16,342 
21,937 
Amortization of stock-based compensation
8,536 
7,518 
Charges for impairments and lot option abandonments
1,903 
1,124 
Bridge commitment fee
 
10,322 
Changes in assets and liabilities:
 
 
Real estate inventories
(305,889)
(249,890)
Receivables
(12,803)
34,107 
Other assets
25,490 
(6,484)
Accounts payable
(1,113)
(822)
Accrued expenses and other liabilities
195 
(11,874)
Other operating cash flows
 
65 
Net cash used in operating activities
(140,011)
(140,429)
Cash flows from investing activities:
 
 
Purchases of property and equipment
(1,059)
(6,068)
Cash acquired in the Merger
 
53,800 
Proceeds from sale of property and equipment
 
22 
Investments in unconsolidated entities
(1,458)
(573)
Distributions from unconsolidated entities
319 
 
Net cash (used in) provided by investing activities
(2,198)
47,181 
Cash flows from financing activities:
 
 
Borrowings from debt
140,000 
50,000 
Repayment of debt
(57,713)
 
Debt issuance costs
(2,688)
(23,003)
Proceeds from issuance of senior notes
 
886,698 
Bridge commitment fee
 
(10,322)
Repayment of debt payable to Weyerhaeuser
 
(623,589)
Decrease in book overdrafts
 
(22,492)
Distributions to Weyerhaeuser
 
(8,860)
Net (repayments) proceeds of debt held by variable interest entities
(5,927)
5,120 
Contributions from noncontrolling interests
4,281 
 
Distributions to noncontrolling interests
(9,198)
(18,703)
Proceeds from issuance of common stock under share-based awards
1,616 
 
Excess tax benefits of share-based awards
392 
1,572 
Minimum tax withholding paid on behalf of employees for share-based awards
(2,190)
 
Net cash provided by financing activities
68,573 
236,421 
Net (decrease) increase in cash and cash equivalents
(73,636)
143,173 
Cash and cash equivalents - beginning of period
170,629 
4,510 
Cash and cash equivalents - end of period
$ 96,993 
$ 147,683 
Organization, Basis of Presentation and Summary of Significant Accounting Policies
Organization, Basis of Presentation and Summary of Significant Accounting Policies

1.

Organization, Basis of Presentation and Summary of Significant Accounting Policies

Organization

The Company is engaged in the design, construction and sale of innovative single-family homes through its portfolio of six quality brands across eight states, including Maracay Homes in Arizona, Pardee Homes in California and Nevada, Quadrant Homes in Washington, Trendmaker Homes in Texas, TRI Pointe Homes in California and Colorado and Winchester Homes in Maryland and Virginia.  

Reorganization

On July 7, 2015, TRI Pointe Homes, Inc., a Delaware corporation, (“TRI Pointe Homes”) reorganized its corporate structure (the “Reorganization”) whereby TRI Pointe Homes became a direct, wholly owned subsidiary of TRI Pointe Group, Inc., a Delaware corporation (“TRI Pointe Group”).  See “Note Regarding This Quarterly Report” for information concerning the reorganization effected on July 7, 2015.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as described in “Reverse Acquisition” below, as well as other entities in which the Company has a controlling interest and variable interest entities (“VIEs”) in which the Company is the primary beneficiary.  The noncontrolling interests as of September 30, 2015 and December 31, 2014 represent the outside owners’ interests in the Company’s consolidated entities and the net equity of the VIE owners.  All significant intercompany accounts have been eliminated upon consolidation.  Subsequent events have been evaluated through the date the financial statements were issued.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation with respect to interim financial statements, have been included.

The Company has historically experienced, and expects to continue to experience, variability in quarterly results. The results of operations for the three or nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the full year.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with our consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014.

Reverse Acquisition

On July 7, 2014 (the “Closing Date”), TRI Pointe consummated the previously announced merger (the “Merger”) of our wholly owned subsidiary, Topaz Acquisition, Inc. (“Merger Sub”), with and into Weyerhaeuser Real Estate Company (“WRECO”), with WRECO surviving the Merger and becoming our wholly owned subsidiary, as contemplated by the Transaction Agreement, dated as of November 3, 2013 (the “Transaction Agreement”), by and among us, Weyerhaeuser Company (“Weyerhaeuser”), WRECO and Merger Sub. The Merger is accounted for in accordance with ASC Topic 805, Business Combinations (“ASC 805”). For accounting purposes, the Merger is treated as a “reverse acquisition” and WRECO is considered the accounting acquirer. Accordingly, WRECO is reflected as the predecessor and acquirer and therefore the accompanying consolidated financial statements reflect the historical consolidated financial statements of WRECO for all periods presented and do not include the historical financial statements of TRI Pointe prior to the Closing Date. Subsequent to the Closing Date, the consolidated financial statements reflect the results of the combined company.

See Note 2, Merger with Weyerhaeuser Real Estate Company, for further information on the Merger. In the Merger, each issued and outstanding WRECO common share was converted into 1.297 shares of TRI Pointe common stock. The historical issued and outstanding WRECO common shares (100,000,000 common shares for all periods presented prior to the Merger) have been recast (as 129,700,000 common shares of the Company for all periods prior to the Merger) in all periods presented to reflect this conversion.

Use of Estimates

The preparation of these financial statements requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from our estimates.

Recently Issued Accounting Standards

In April 2014, the FASB issued amendments to Accounting Standards Update 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The update requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. We adopted ASU 2014-08 on January 1, 2015 and the adoption had no impact on our current or prior year financial statements.

In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: identify the contract(s) with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 supersedes the revenue-recognition requirements in ASC Topic 605, Revenue Recognition, most industry-specific guidance throughout the industry topics of the accounting standards codification, and some cost guidance related to construction-type and production-type contracts. On July 9, 2015, the FASB voted to defer the effective date of ASU No. 2014-09 by one year and it is now effective for public entities for the annual periods ending after December 15, 2017, and for annual and interim periods thereafter.  Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09.  Early adoption is permitted, but can be no earlier than the original public entity effective date of fiscal years, and the interim periods within those years, beginning after December 15, 2016.  We are currently evaluating the approach for implementation and the potential impact of adopting this guidance on our consolidated financial statements.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15 (“ASU 2014-15”), Presentation of Financial Statements — Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which requires management to evaluate, in connection with preparing financial statements for each annual and interim reporting period, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) and provide related disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. We believe the adoption of this guidance will not have a material effect on our consolidated financial statements.

In February 2015, the FASB issued Accounting Standards Update No. 2015-02, (“ASU 2015-02”), Consolidation (Topic 810): Amendments to the Consolidation Analysis.   ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. ASU 2015-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. We believe the adoption of ASU 2015-02 will not have a material effect on our consolidated financial statements.

In April 2015, the FASB issued Accounting Standards Update No. 2015-03, (“ASU 2015-03”), Interest - Imputation of Interest (Subtopic 835-30), and as amended in August 2015 by Accounting Standards Update No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which changes the presentation of debt issuance costs related to a recognized debt liability in financial statements. Under ASU 2015-03, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. The FASB will permit debt issuance costs related to line-of-credit agreements to be deferred and presented as an asset, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement.  Amortization of the costs is reported as interest expense.  ASU 2015-03 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. The Company plans to early adopt this guidance at the beginning of the fourth quarter of 2015.  Had the Company early adopted ASU 2015-03, the impact for the period ended September 30, 2015 on our consolidated balance sheet would have been a balance sheet reclassification of deferred loan costs currently included in Other Assets resulting in a decrease to Other Assets of $23.6 million, a decrease to Senior Notes of $21.2 million and a decrease to unsecured revolving credit facility of $2.4 million. The impact for the period ended December 31, 2014, would have been a decrease to Other Assets of $23.7 million and a decrease to Senior Notes of $23.7 million.

Reclassifications

Certain amounts in our consolidated financial statements for prior years have been reclassified to conform to the current period presentation.

Merger with Weyerhaeuser Real Estate Company
Merger with Weyerhaeuser Real Estate Company

2.

Merger with Weyerhaeuser Real Estate Company

In the Merger, TRI Pointe issued 129,700,000 shares of TRI Pointe common stock to the former holders of WRECO common shares, together with cash in lieu of any fractional shares. On the Closing Date, WRECO became a wholly owned subsidiary of TRI Pointe. Immediately following the consummation of the Merger, the ownership of TRI Pointe common stock on a fully diluted basis was as follows: (i) the WRECO common shares held by former Weyerhaeuser shareholders were converted into the right to receive, in the aggregate, 79.6% of the then outstanding TRI Pointe common stock, (ii) the TRI Pointe common stock outstanding immediately prior to the consummation of the Merger represented 19.4% of the then outstanding TRI Pointe common stock, and (iii) the outstanding equity awards of WRECO and TRI Pointe employees represented the remaining 1.0% of the then outstanding TRI Pointe common stock. On the Closing Date, the former direct parent entity of WRECO paid TRI Pointe $31.5 million in cash in accordance with the Transaction Agreement.  Following the Merger, WRECO changed its name to TRI Pointe Holdings, Inc.

Assumption of Senior Notes

On the Closing Date, TRI Pointe Homes assumed WRECO’s obligations as issuer of $450 million aggregate principal amount of its 4.375% Senior Notes due 2019 (the “2019 Notes”) and $450 million aggregate principal amount of its 5.875% Senior Notes due 2024 (the “2024 Notes” and together with the 2019 Notes, the “Senior Notes”). Additionally, WRECO and certain of its subsidiaries (collectively, the “Guarantors”) entered into supplemental indentures pursuant to which they guaranteed TRI Pointe’s obligations with respect to the Senior Notes. The Guarantors also entered into a joinder agreement to the Purchase Agreement, dated as of June 4, 2014, among WRECO, TRI Pointe, and the initial purchasers of the Senior Notes (collectively, the “Initial Purchasers”), pursuant to which the Guarantors became parties to the Purchase Agreement. Additionally, TRI Pointe and the Guarantors entered into joinder agreements to the Registration Rights Agreements, dated as of June 13, 2014, among WRECO and the Initial Purchasers with respect to the Senior Notes, pursuant to which TRI Pointe and the Guarantors were joined as parties to the Registration Rights Agreements. In connection with the Reorganization, TRI Pointe Group became a co-issuer with TRI Pointe Homes of the Senior Notes.

The net proceeds of $861.3 million from the offering of the Senior Notes were deposited into two separate escrow accounts following the closing of the offering on June 13, 2014. Upon release of the escrowed funds on the Closing Date and prior to the consummation of the Merger, WRECO paid $743.7 million in cash to its former direct parent, which cash was retained by Weyerhaeuser and its subsidiaries (other than WRECO and its subsidiaries). The payment consisted of the $739.0 million Payment Amount (as defined in the Transaction Agreement) as well as $4.7 million in payment of all unpaid interest on the debt payable to Weyerhaeuser that accrued from November 3, 2013 to the Closing Date. The remaining $117.6 million of proceeds was retained by TRI Pointe.

Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the calculation of the fair value of the total consideration transferred and the provisional amounts recognized as of the Closing Date (in thousands, except shares and closing stock price):

 

Calculation of consideration transferred

 

 

 

 

TRI Pointe shares outstanding

 

 

31,632,533

 

TRI Pointe closing stock price on July 7, 2014

 

$

15.85

 

Consideration attributable to common stock

 

$

501,376

 

Consideration attributable to TRI Pointe share-based

   equity awards

 

 

1,072

 

Total consideration transferred

 

$

502,448

 

Assets acquired and liabilities assumed

 

 

 

 

Cash and cash equivalents

 

$

53,800

 

Accounts receivable

 

 

654

 

Real estate inventories

 

 

539,677

 

Intangible asset

 

 

17,300

 

Goodwill

 

 

139,304

 

Other assets

 

 

28,060

 

Total assets acquired

 

 

778,795

 

Accounts payable

 

 

26,105

 

Accrued expenses and other liabilities

 

 

23,114

 

Notes payable and other borrowings

 

 

227,128

 

Total liabilities assumed

 

 

276,347

 

Total net assets acquired

 

$

502,448

 

 

Cash and cash equivalents, accounts receivable, other assets, accounts payable, accrued payroll liabilities, and accrued expenses and other liabilities were generally stated at historical carrying values given the short-term nature of these assets and liabilities. Notes payable and other borrowings are stated at carrying value due to the limited amount of time since the notes payable and other borrowings were entered into prior to the Closing Date.

The Company determined the fair value of real estate inventories on a community-by-community basis primarily using a combination of market-comparable land transactions, land residual analysis and discounted cash flow models. The estimated fair value is significantly impacted by estimates related to expected average selling prices, sales pace, cancellation rates and construction and overhead costs. Such estimates must be made for each individual community and may vary significantly between communities.

The fair value of the acquired intangible asset was determined based on a valuation performed by an independent valuation specialist. The $17.3 million intangible asset is related to the TRI Pointe Homes trade name which is deemed to have an indefinite useful life.

Goodwill is primarily attributed to expected synergies from combining WRECO’s and TRI Pointe’s existing businesses, including, but not limited to, expected cost synergies from overhead savings resulting from streamlining certain redundant corporate functions, improved operating efficiencies, including provision of certain corporate level administrative and support functions at a lower cost than was historically allocated to WRECO for such services by its former direct parent, and growth of ancillary operations in various markets as permitted under applicable law, including a mortgage business, a title company and other ancillary operations. The Company also anticipates opportunities for growth through expanded geographic and customer segment diversity and the ability to leverage additional brands.  The acquired goodwill is not deductible for income tax purposes.

The Company completed its business combination accounting during the first quarter of 2015.

Supplemental Pro Forma Information (Unaudited)

The following represents unaudited pro forma operating results as if the acquisition had been completed as of January 1, 2014 (in thousands, except per share amounts):

 

 

 

Three Months Ended

September 30, 2014

 

 

Nine Months Ended

September 30, 2014

 

Total revenues

 

$

479,879

 

 

$

1,230,722

 

Net income

 

$

21,934

 

 

$

66,902

 

Earnings per share – basic

 

$

0.14

 

 

$

0.41

 

Earnings per share – diluted

 

$

0.14

 

 

$

0.41

 

 

The unaudited pro forma operating results have been determined after adjusting the operating results of TRI Pointe to reflect the purchase accounting and other acquisition adjustments including interest expense associated with the debt used to fund a portion of the Merger. The unaudited pro forma results do not reflect any cost savings, operating synergies or other enhancements that we may achieve as a result of the Merger or the costs necessary to integrate the operations to achieve these cost savings and synergies. Accordingly, the unaudited pro forma amounts are for comparative purposes only and may not necessarily reflect the results of operations had the Merger been completed at the beginning of the period or be indicative of the results we will achieve in the future.

 

Restructuring
Restructuring

3.

Restructuring

In connection with the Merger, the Company initiated a restructuring plan to reduce duplicate corporate and divisional overhead costs and expenses. In addition, WRECO previously recognized restructuring expenses related to general cost reduction initiatives. Restructuring costs were comprised of the following (in thousands):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Employee-related costs

 

$

1,433

 

 

$

6,817

 

 

$

1,568

 

 

$

8,124

 

Lease termination costs

 

 

577

 

 

 

207

 

 

 

1,162

 

 

 

1,078

 

Total

 

$

2,010

 

 

$

7,024

 

 

$

2,730

 

 

$

9,202

 

 

Employee-related costs incurred during the three months ended September 30, 2014 included employee retention and severance-related expenses of $5.5 million and stock-based compensation expense of $1.3 million for employees terminated during the period.  Employee-related costs incurred during the nine months ended September 30, 2014 included employee retention and severance-related expenses of $6.8 million and stock-based compensation expense of $1.3 million for employees terminated during the period.  Lease termination costs for the three and nine months ended September 30, 2015, and 2014, respectively, relate to contract terminations as a result of general cost reduction initiatives.

Changes in employee-related restructuring reserves were as follows (in thousands):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Accrued employee-related costs, beginning of

   period

 

$

109

 

 

$

 

 

$

3,844

 

 

$

4,336

 

Current year charges

 

 

1,433

 

 

 

5,550

 

 

 

1,568

 

 

 

6,857

 

Adjustments to pre-existing reserves

 

 

(83

)

 

 

 

 

 

(83

)

 

 

 

Payments

 

 

(1,004

)

 

 

(1,576

)

 

 

(4,874

)

 

 

(7,219

)

Accrued employee-related costs, end of period

 

$

455

 

 

$

3,974

 

 

$

455

 

 

$

3,974

 

 

Changes in lease termination related restructuring reserves were as follows (in thousands):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Accrued lease termination costs, beginning of

   period

 

$

644

 

 

$

2,454

 

 

$

1,394

 

 

$

3,506

 

Current year charges

 

 

577

 

 

 

207

 

 

 

1,162

 

 

 

1,078

 

Payments

 

 

(705

)

 

 

(902

)

 

 

(2,040

)

 

 

(2,825

)

Accrued lease termination costs, end of period

 

$

516

 

 

$

1,759

 

 

$

516

 

 

$

1,759

 

 

Employee and lease termination restructuring reserves are included in accrued expenses and other liabilities on our consolidated balance sheets.

 

Segment Information
Segment Information

4.

Segment Information

Our operations consist of six homebuilding companies that acquire and develop land and construct and sell single-family homes.  In accordance with ASC Topic 280, Segment Reporting, in determining the most appropriate reportable segments, we considered similar economic and other characteristics, including product types, average selling prices, gross profits, production processes, suppliers, subcontractors, regulatory environments, land acquisition results, and underlying demand and supply.  Based on our aggregation analysis, we have not exercised any aggregation of our operating segments, which are represented by the following six reportable segments: Maracay Homes, consisting of operations in Arizona; Pardee Homes, consisting of operations in California and Nevada; Quadrant Homes, consisting of operations in Washington; Trendmaker Homes, consisting of operations in Texas; TRI Pointe Homes, consisting of operations in California and Colorado; and Winchester Homes, consisting of operations in Maryland and Virginia.

Corporate is a non-operating segment that develops and implements company-wide strategic initiatives and provides support to our homebuilding reporting segments by centralizing certain administrative functions, such as marketing, legal, accounting, treasury, insurance and risk management, information technology and human resources, to benefit from economies of scale. Our Corporate non-operating segment also includes general and administrative expenses related to operating our corporate headquarters. A portion of the expenses incurred by Corporate is allocated to the homebuilding reporting segments.

The reportable segments follow the same accounting policies as our consolidated financial statements described in Note 1. Operational results of each reportable segment are not necessarily indicative of the results that would have been achieved had the reportable segment been an independent, stand-alone entity during the periods presented.

Total revenues and income before taxes for each of our reportable segments were as follows (in thousands):

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Total revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maracay Homes

 

$

50,505

 

 

$

37,301

 

 

$

116,556

 

 

$

107,576

 

Pardee Homes

 

 

172,957

 

 

 

134,409

 

 

 

424,680

 

 

 

352,118

 

Quadrant Homes

 

 

48,173

 

 

 

32,919

 

 

 

132,698

 

 

 

96,958

 

Trendmaker Homes

 

 

81,044

 

 

 

69,711

 

 

 

203,235

 

 

 

198,867

 

TRI Pointe Homes

 

 

224,544

 

 

 

123,445

 

 

 

462,136

 

 

 

123,445

 

Winchester Homes

 

 

70,918

 

 

 

80,135

 

 

 

181,611

 

 

 

189,651

 

Total

 

$

648,141

 

 

$

477,920

 

 

$

1,520,916

 

 

$

1,068,615

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maracay Homes

 

$

3,750

 

 

$

2,212

 

 

$

5,858

 

 

$

8,222

 

Pardee Homes

 

 

39,749

 

 

 

21,787

 

 

 

121,041

 

 

 

47,580

 

Quadrant Homes

 

 

3,982

 

 

 

649

 

 

 

6,329

 

 

 

6,889

 

Trendmaker Homes

 

 

7,496

 

 

 

7,327

 

 

 

17,896

 

 

 

21,529

 

TRI Pointe Homes

 

 

29,556

 

 

 

8,685

 

 

 

55,251

 

 

 

8,685

 

Winchester Homes

 

 

1,726

 

 

 

6,941

 

 

 

8,064

 

 

 

17,978

 

Corporate

 

 

(8,469

)

 

 

(30,615

)

 

 

(26,523

)

 

 

(51,760

)

Total

 

$

77,790

 

 

$

16,986

 

 

$

187,916

 

 

$

59,123

 

 

Total real estate inventories and total assets for each of our reportable segments, as of the date indicated, were as follows (in thousands):

 

 

 

September 30,

 

 

December 31,

 

 

 

2015

 

 

2014

 

Real estate inventories

 

 

 

 

 

 

 

 

Maracay Homes

 

$

205,432

 

 

$

153,577

 

Pardee Homes

 

 

1,013,792

 

 

 

924,362

 

Quadrant Homes

 

 

193,374

 

 

 

153,493

 

Trendmaker Homes

 

 

191,803

 

 

 

176,696

 

TRI Pointe Homes

 

 

678,564

 

 

 

613,666

 

Winchester Homes

 

 

293,437

 

 

 

258,389

 

Total

 

$

2,576,402

 

 

$

2,280,183

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

 

 

 

 

 

Maracay Homes

 

$

221,190

 

 

$

170,932

 

Pardee Homes

 

 

1,080,599

 

 

 

1,000,489

 

Quadrant Homes

 

 

206,986

 

 

 

167,796

 

Trendmaker Homes

 

 

219,869

 

 

 

195,829

 

TRI Pointe Homes

 

 

847,013

 

 

 

781,301

 

Winchester Homes

 

 

312,932

 

 

 

281,547

 

Corporate

 

 

223,224

 

 

 

315,630

 

Total

 

$

3,111,813

 

 

$

2,913,524

 

 

Earnings Per Share
Earnings Per Share

5.

Earnings Per Share

The following table sets forth the components used in the computation of basic and diluted earnings per share (in thousands, except share and per share amounts):

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to common stockholders

 

$

50,162

 

 

$

10,965

 

 

$

120,389

 

 

$

42,771

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted-average shares outstanding

 

 

161,772,893

 

 

 

158,931,450

 

 

 

161,651,177

 

 

 

139,550,891

 

Effect of dilutive shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options and unvested restricted

   stock units

 

 

593,851

 

 

 

227,256

 

 

 

648,105

 

 

 

662,764

 

Diluted weighted-average shares

   outstanding

 

 

162,366,744

 

 

 

159,158,706

 

 

 

162,299,282

 

 

 

140,213,655

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.31

 

 

$

0.07

 

 

$

0.74

 

 

$

0.31

 

Diluted

 

$

0.31

 

 

$

0.07

 

 

$

0.74

 

 

$

0.31

 

Antidilutive unvested restricted stock units and

   stock options not included in diluted earnings

   per share

 

 

2,260,532

 

 

 

3,634,614

 

 

 

2,462,268

 

 

 

 

 

Receivables
Receivables

6.

Receivables

Receivables consisted of the following (in thousands):

 

 

 

September 30,

 

 

December 31,

 

 

 

2015

 

 

2014

 

Escrow proceeds and other accounts receivable, net

 

$

22,128

 

 

$

9,771

 

Warranty insurance receivable (Note 15)

 

 

10,493

 

 

 

10,047

 

Notes and contracts receivable

 

 

300

 

 

 

300

 

Total receivables

 

$

32,921

 

 

$

20,118

 

 

Real Estate Inventories
Real Estate Inventories

7.

Real Estate Inventories

Real estate inventories consisted of the following (in thousands):

 

 

 

September 30,

 

 

December 31,

 

 

 

2015

 

 

2014

 

Real estate inventories owned:

 

 

 

 

 

 

 

 

Homes completed or under construction

 

$

749,852

 

 

$

461,712

 

Land under development

 

 

1,380,298

 

 

 

1,391,303

 

Land held for future development

 

 

257,610

 

 

 

245,673

 

Model homes

 

 

127,815

 

 

 

103,270

 

Total real estate inventories owned

 

 

2,515,575

 

 

 

2,201,958

 

Real estate inventories not owned:

 

 

 

 

 

 

 

 

Land purchase and land option deposits

 

 

42,329

 

 

 

44,155

 

Consolidated inventory held by VIEs

 

 

18,498

 

 

 

34,070

 

Total real estate inventories not owned

 

 

60,827

 

 

 

78,225

 

Total real estate inventories

 

$

2,576,402

 

 

$

2,280,183

 

 

Homes completed or under construction is comprised of costs associated with homes in various stages of construction and includes direct construction and related land acquisition and land development costs. Land under development primarily consists of land acquisition and land development costs, which include capitalized interest and real estate taxes, associated with land undergoing improvement activity. Land held for future development principally reflects land acquisition and land development costs related to land where development activity has not yet begun or has been suspended, but is expected to occur in the future.

Real estate inventories not owned represents deposits related to land purchase and land option agreements as well as consolidated inventory held by variable interest entities. For further details, see Note 9, Variable Interest Entities.

During the second quarter ended June 30, 2015 the Company sold a 15.72 acre employment center located in the Pacific Highlands Ranch community in the San Diego, California division of our Pardee Homes reporting segment.  The land sold under this sale was classified as land under development and represented $53.0 million of land and lot sales revenue in the consolidated statement of operations for the nine months ended September 30, 2015. 

Interest incurred, capitalized and expensed were as follows (in thousands):

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Interest incurred

 

$

15,454

 

 

$

15,129

 

 

$

45,779

 

 

$

25,718

 

Interest capitalized

 

 

(15,454

)

 

 

(14,839

)

 

 

(45,779

)

 

 

(22,987

)

Interest expensed

 

$

 

 

$

290

 

 

$

 

 

$

2,731

 

Capitalized interest in beginning inventory

 

$

140,106

 

 

$

113,765

 

 

$

124,461

 

 

$

138,233

 

Interest capitalized as a cost of inventory

 

 

15,454

 

 

 

14,839

 

 

 

45,779

 

 

 

22,987

 

Interest previously capitalized as a cost of

   inventory, included in cost of sales

 

 

(13,339

)

 

 

(7,835

)

 

 

(28,019

)

 

 

(40,451

)

Capitalized interest in ending inventory

 

$

142,221

 

 

$

120,769

 

 

$

142,221

 

 

$

120,769

 

 

Interest is capitalized to real estate inventory during development and other qualifying activities. Interest that is capitalized to real estate inventory is included in cost of home sales as related units are delivered.  Interest that is expensed as incurred is included in other income (expense).

Real estate inventory impairments and land and lot option abandonments

Real estate inventory impairments and land option abandonments consisted of the following (in thousands):

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Real estate inventory impairments

 

$

29

 

 

$

248

 

 

$

1,073

 

 

$

300

 

Land and lot option abandonments and

   pre-acquisition costs

 

 

336

 

 

 

304

 

 

 

830

 

 

 

824

 

Total

 

$

365

 

 

$

552

 

 

$

1,903

 

 

$

1,124

 

 

Impairments of real estate inventory relate primarily to projects or communities that include homes completed or under construction. Within a project or community, there may be individual homes or parcels of land that are currently held for sale. Impairment charges recognized as a result of adjusting individual held-for-sale assets within a community to estimated fair value less cost to sell are also included in the total impairment charges above.  Charges for inventory impairments are expensed to cost of sales.

In addition to owning land and residential lots, we also have option agreements to purchase land and lots at a future date. We have option deposits and capitalized pre-acquisition costs associated with the optioned land and lots. When the economics of a project no longer support acquisition of the land or lots under option, we may elect not to move forward with the acquisition. Option deposits and capitalized pre-acquisition costs associated with the assets under option may be forfeited at that time. Charges for such forfeitures are expensed to cost of sales.

 

Investments in Unconsolidated Entities
Investments in Unconsolidated Entities

8.

Investments in Unconsolidated Entities

As of September 30, 2015, we held equity investments in six active real estate partnerships or limited liability companies. Our participation in these entities may be as a developer, a builder, or an investment partner. Our ownership percentage varies from 7% to 55%, depending on the investment, with no controlling interest held in any of these investments.

Investments Held

Our cumulative investment in entities accounted for on the equity method, including our share of earnings and losses, consisted of the following (in thousands):

 

 

 

September 30,

 

 

December 31,

 

 

 

2015

 

 

2014

 

Limited liability company interests

 

$

14,079

 

 

$

13,710

 

General partnership interests

 

 

3,261

 

 

 

3,095

 

Total

 

$

17,340

 

 

$

16,805

 

 

Unconsolidated Financial Information

Aggregated assets, liabilities and operating results of the entities we account for as equity-method investments are provided below. Because our ownership interest in these entities varies, a direct relationship does not exist between the information presented below and the amounts that are reflected on our consolidated balance sheets as our investment in unconsolidated entities or on our consolidated statement of operations as equity in loss of unconsolidated entities.

Assets and liabilities of unconsolidated entities (in thousands):

 

 

 

September 30,

 

 

December 31,

 

 

 

2015

 

 

2014

 

Assets

 

 

 

 

 

 

 

 

Cash

 

$

19,282

 

 

$

17,154

 

Receivables

 

 

12,916

 

 

 

9,550

 

Real estate inventories

 

 

91,712

 

 

 

95,500

 

Other assets

 

 

882

 

 

 

620

 

Total assets

 

$

124,792

 

 

$

122,824

 

Liabilities and equity

 

 

 

 

 

 

 

 

Accounts payable and other liabilities

 

$

14,293

 

 

$

10,914

 

Company’s equity

 

 

17,340

 

 

 

16,805

 

Outside interests’ equity

 

 

93,159

 

 

 

95,105

 

Total liabilities and equity

 

$

124,792

 

 

$

122,824

 

 

Results of operations from unconsolidated entities (in thousands):

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Net sales

 

$

1,217

 

 

$

184

 

 

$

2,670

 

 

$

591

 

Other operating expense

 

 

(1,479

)

 

 

(1,215

)

 

 

(4,020

)

 

 

(3,372

)

Other income

 

 

(263

)

 

 

2

 

 

 

(256

)

 

 

16

 

Net loss

 

$

(525

)

 

$

(1,029

)

 

$

(1,606

)

 

$

(2,765

)

Company’s equity in loss of unconsolidated entities

 

$

(3

)

 

$

(82

)

 

$

(84

)

 

$

(219

)

 

Variable Interest Entities
Variable Interest Entities

9.

Variable Interest Entities

In the ordinary course of business, we enter into land option agreements in order to procure land and residential lots for future development and the construction of homes. The use of such land option agreements generally allows us to reduce the risks associated with direct land ownership and development, and reduces our capital and financial commitments. Pursuant to these land option agreements, we generally provide a deposit to the seller as consideration for the right to purchase land at different times in the future, usually at predetermined prices. Such deposits are recorded as land purchase and land option deposits under real estate inventories not owned in the accompanying consolidated balance sheets.

We analyze each of our land option agreements and other similar contracts under the provisions of ASC 810 Consolidation to determine whether the land seller is a VIE and, if so, whether we are the primary beneficiary. Although we do not have legal title to the underlying land, if we are determined to be the primary beneficiary of the VIE, we will consolidate the VIE in our financial statements and reflect its assets as real estate inventory not owned included in our real estate inventories, its liabilities as debt (nonrecourse) held by VIEs in accrued expenses and other liabilities and the net equity of the VIE owners as noncontrolling interests on our consolidated balance sheets. In determining whether we are the primary beneficiary, we consider, among other things, whether we have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Such activities would include, among other things, determining or limiting the scope or purpose of the VIE, selling or transferring property owned or controlled by the VIE, or arranging financing for the VIE.

Creditors of the entities with which we have land option agreements have no recourse against us. The maximum exposure to loss under our land option agreements is limited to non-refundable option deposits and any capitalized pre-acquisition costs. In some cases, we have also contracted to complete development work at a fixed cost on behalf of the land owner and budget shortfalls and savings will be borne by us.

The following provides a summary of our interests in land option agreements (in thousands):

 

 

 

September 30, 2015

 

 

December 31, 2014

 

 

 

 

 

 

 

Remaining

 

 

Consolidated

 

 

 

 

 

 

Remaining

 

 

Consolidated

 

 

 

 

 

 

 

Purchase

 

 

Inventory

 

 

 

 

 

 

Purchase

 

 

Inventory

 

 

 

Deposits

 

 

Price

 

 

Held by VIEs

 

 

Deposits

 

 

Price

 

 

Held by VIEs

 

Consolidated VIEs

 

$

4,696

 

 

$

14,140

 

 

$

18,498

 

 

$

8,071

 

 

$

43,432

 

 

$

34,070

 

Unconsolidated VIEs

 

 

8,150

 

 

 

22,781

 

 

N/A

 

 

 

13,309

 

 

 

129,637

 

 

N/A

 

Other land option agreements

 

 

34,179

 

 

 

308,438

 

 

N/A

 

 

 

30,846

 

 

 

284,819

 

 

N/A

 

Total

 

$

47,025

 

 

$

345,359

 

 

$

18,498

 

 

$

52,226

 

 

$

457,888

 

 

$

34,070

 

 

Unconsolidated VIEs represent land option agreements that were not consolidated because we were not the primary beneficiary. Other land option agreements were not considered VIEs.

In addition to the deposits presented in the table above, our exposure to loss related to our land option contracts consisted of capitalized pre-acquisition costs of $4.6 million and $5.3 million as of September 30, 2015 and December 31, 2014, respectively. These pre-acquisition costs were included in real estate inventories as land under development on our consolidated balance sheets.  

Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets

10.

Goodwill and Other Intangible Assets

In connection with the Merger, $139.3 million of goodwill has been recorded as of September 30, 2015.  For further details on the goodwill, see Note 2, Merger with Weyerhaeuser Real Estate Company.

We have two intangible assets recorded as of September 30, 2015, including an existing trade name from the acquisition of Maracay Homes in 2006 which has a 20 year useful life, and TRI Pointe Homes, resulting from the Merger in 2014 which has an indefinite useful life. For further details on the TRI Pointe Homes trade name see Note 2, Merger with Weyerhaeuser Real Estate Company.

Goodwill and other intangible assets consisted of the following (in thousands):

 

 

 

September 30, 2015

 

 

December 31, 2014

 

 

 

Gross