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1. |
Organization, Basis of Presentation and Summary of Significant Accounting Policies |
Organization
TRI Pointe Homes, Inc. 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.
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 (“VIE”) in which the Company is the primary beneficiary. The noncontrolling interests as of March 31, 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. Certain prior period amounts have been reclassified to conform to current period presentation. 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 months ended March 31, 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 United States generally accepted accounting principles 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 United States generally accepted accounting principles 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.
Unless the context otherwise requires, the terms “TRI Pointe”, “we”, “us”, “our” and “the Company” refer to TRI Pointe Homes, Inc. (and its consolidated subsidiaries). Because the accompanying notes to consolidated financial statements are condensed, they should be read in conjunction with the consolidated financial statements and notes 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 Homes, Inc. 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
Our financial statements have been prepared in accordance with GAAP. 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 has 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. ASU 2014-09 is effective for public entities for the annual periods ending after December 15, 2017, and for annual and interim periods thereafter. Early adoption is not permitted. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. 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. Early adoption is permitted, including adoption in an interim period. 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). 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 impact of ASU 2015-03 for the periods ended March 31, 2015 and December 31, 2014 would be a balance sheet reclassification of $22.9 million and $23.7 million of deferred loan costs on Senior Notes, currently included in Other Assets, which would be reclassified as a reduction to Senior Notes in the liabilities section of the balance sheet.
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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 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.
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 $117.6 million of proceeds was retained by TRI Pointe.
Fair Value of Assets Acquired and Liabilities Assumed
The following table summarizes the calculation of the fair value of the total consideration transferred and the provisional amounts recognized as of the Closing Date (in thousands, except shares and closing stock price):
Calculation of consideration transferred |
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TRI Pointe shares outstanding |
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31,632,533 |
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TRI Pointe closing stock price on July 7, 2014 |
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$ |
15.85 |
|
Consideration attributable to common stock |
|
$ |
501,376 |
|
Consideration attributable to TRI Pointe share-based equity awards |
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|
1,072 |
|
Total consideration transferred |
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$ |
502,448 |
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Assets acquired and liabilities assumed |
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|
|
|
Cash and cash equivalents |
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$ |
53,800 |
|
Accounts receivable |
|
|
654 |
|
Real estate inventories |
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|
539,677 |
|
Intangible asset |
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|
17,300 |
|
Goodwill |
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|
139,304 |
|
Other assets |
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|
28,060 |
|
Total assets acquired |
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|
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 |
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$ |
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 $17.3 million intangible asset is related to the TRI Pointe Homes trade name which is deemed to have an indefinite useful life.
Goodwill is primarily attributed to expected synergies from combining WRECO’s and TRI Pointe’s existing businesses, including, but not limited to, expected cost synergies from overhead savings resulting from streamlining certain redundant corporate functions, improved operating efficiencies, including provision of certain corporate level administrative and support functions at a lower cost than was historically allocated to WRECO for such services by its former direct parent, and growth of ancillary operations in various markets as permitted under applicable law, including a mortgage business, a title company and other ancillary operations. The Company also anticipates opportunities for growth through expanded geographic and customer segment diversity and the ability to leverage additional brands. The acquired goodwill is not deductible for income tax purposes.
The Company has completed its business combination accounting as of March 31, 2015.
Supplemental Pro Forma Information (Unaudited)
The following represents unaudited pro forma operating results as if the acquisition had been completed as of January 1, 2014 (in thousands, except per share amounts):
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Three Months Ended |
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|
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March 31, |
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|
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2014 |
|
|
Total revenues |
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$ |
320,944 |
|
Net income |
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$ |
13,421 |
|
Earnings per share - basic |
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$ |
0.10 |
|
Earnings per share - diluted |
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$ |
0.10 |
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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.
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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):
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Three Months Ended March 31, |
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|||||
|
|
2015 |
|
|
2014 |
|
||
Employee-related costs |
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$ |
112 |
|
|
$ |
1,247 |
|
Lease termination costs |
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|
110 |
|
|
|
411 |
|
Other costs |
|
|
— |
|
|
|
58 |
|
Total |
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$ |
222 |
|
|
$ |
1,716 |
|
Employee retention and severance-related expenses were $112,000 and $1.2 million for the three months ended March 31, 2015 and 2014, respectively. Lease termination costs were $110,000 and $411,000 for the three months ended March 31, 2015, and 2014, respectively, and relate to contract terminations as a result of general cost reduction initiatives.
Other costs are primarily comprised of one-time charges incurred to prepare for the integration of WRECO and TRI Pointe.
Changes in employee-related restructuring reserves were as follows (in thousands):
|
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Three Months Ended March 31, |
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|||||
|
|
2015 |
|
|
2014 |
|
||
Accrued employee-related costs, beginning of period |
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$ |
3,844 |
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|
$ |
4,336 |
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Current year charges |
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|
112 |
|
|
|
1,247 |
|
Payments |
|
|
(3,423 |
) |
|
|
(5,583 |
) |
Accrued employee-related costs, end of period |
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$ |
533 |
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|
$ |
— |
|
Changes in lease termination related restructuring reserves were as follows (in thousands):
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Three Months Ended March 31, |
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|||||
|
|
2015 |
|
|
2014 |
|
||
Accrued lease termination costs, beginning of period |
|
$ |
1,394 |
|
|
$ |
3,506 |
|
Current year charges |
|
|
110 |
|
|
|
411 |
|
Payments |
|
|
(578 |
) |
|
|
(1,159 |
) |
Accrued lease termination costs, end of period |
|
$ |
926 |
|
|
$ |
2,758 |
|
Employee and lease termination restructuring reserves are included in accrued expenses and other liabilities on our consolidated balance sheets.
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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, consisting of operations in Arizona; Pardee, consisting of operations in California and Nevada; Quadrant, consisting of operations in Washington; Trendmaker, consisting of operations in Texas; TRI Pointe, consisting of operations in California and Colorado; and Winchester, 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):
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Three Months Ended March 31, |
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2015 |
|
|
2014 |
|
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Total revenues |
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|
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Maracay |
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$ |
32,477 |
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$ |
35,230 |
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Pardee |
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|
85,658 |
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|
|
72,462 |
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Quadrant |
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|
45,629 |
|
|
|
32,254 |
|
Trendmaker |
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|
56,208 |
|
|
|
61,400 |
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TRI Pointe |
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|
106,858 |
|
|
|
— |
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Winchester |
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|
50,428 |
|
|
|
46,786 |
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Total |
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$ |
377,258 |
|
|
$ |
248,132 |
|
|
|
|
|
|
|
|
|
|
Income before taxes |
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|
|
|
|
|
|
|
Maracay |
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$ |
1,040 |
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$ |
3,623 |
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Pardee |
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|
13,559 |
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|
|
7,137 |
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Quadrant |
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|
1,580 |
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|
|
781 |
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Trendmaker |
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|
4,360 |
|
|
|
6,377 |
|
TRI Pointe |
|
|
11,132 |
|
|
|
— |
|
Winchester |
|
|
381 |
|
|
|
4,169 |
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Corporate |
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|
(8,928 |
) |
|
|
(9,977 |
) |
Total |
|
$ |
23,124 |
|
|
$ |
12,110 |
|
Total real estate inventories and total assets for each of our reportable segments, as of the date indicated, were as follows (in thousands):
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2015 |
|
|
2014 |
|
||
Real estate inventories |
|
|
|
|
|
|
|
|
Maracay |
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$ |
157,862 |
|
|
$ |
153,577 |
|
Pardee |
|
|
964,332 |
|
|
|
924,362 |
|
Quadrant |
|
|
151,234 |
|
|
|
153,493 |
|
Trendmaker |
|
|
183,157 |
|
|
|
176,696 |
|
TRI Pointe |
|
|
677,010 |
|
|
|
613,666 |
|
Winchester |
|
|
275,711 |
|
|
|
258,389 |
|
Total |
|
$ |
2,409,306 |
|
|
$ |
2,280,183 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
|
|
|
|
|
Maracay |
|
$ |
170,872 |
|
|
$ |
170,932 |
|
Pardee |
|
|
1,045,570 |
|
|
|
1,000,489 |
|
Quadrant |
|
|
168,509 |
|
|
|
167,796 |
|
Trendmaker |
|
|
211,780 |
|
|
|
195,829 |
|
TRI Pointe |
|
|
817,180 |
|
|
|
764,001 |
|
Winchester |
|
|
300,678 |
|
|
|
281,547 |
|
Corporate |
|
|
257,658 |
|
|
|
332,930 |
|
Total |
|
$ |
2,972,247 |
|
|
$ |
2,913,524 |
|
|
6. |
Receivables |
Receivables consisted of the following (in thousands):
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2015 |
|
|
2014 |
|
||
Accounts receivable, net |
|
$ |
12,980 |
|
|
$ |
9,771 |
|
Warranty insurance receivable (Note 15) |
|
|
9,732 |
|
|
|
10,047 |
|
Notes and contracts receivable |
|
|
300 |
|
|
|
300 |
|
Total receivables |
|
$ |
23,012 |
|
|
$ |
20,118 |
|
|
7. |
Real Estate Inventories |
Real estate inventories consisted of the following (in thousands):
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2015 |
|
|
2014 |
|
||
Real estate inventories owned: |
|
|
|
|
|
|
|
|
Homes completed or under construction |
|
$ |
565,916 |
|
|
$ |
461,712 |
|
Land under development |
|
|
1,406,944 |
|
|
|
1,391,303 |
|
Land held for future development |
|
|
246,957 |
|
|
|
245,673 |
|
Model homes |
|
|
120,308 |
|
|
|
103,270 |
|
Total real estate inventories owned |
|
|
2,340,125 |
|
|
|
2,201,958 |
|
Real estate inventories not owned: |
|
|
|
|
|
|
|
|
Land purchase and land option deposits |
|
|
34,959 |
|
|
|
44,155 |
|
Consolidated inventory held by VIEs |
|
|
34,222 |
|
|
|
34,070 |
|
Total real estate inventories not owned |
|
|
69,181 |
|
|
|
78,225 |
|
Total real estate inventories |
|
$ |
2,409,306 |
|
|
$ |
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 a variable interest entity (VIE). For further details, see Note 9, Variable Interest Entities.
Interest incurred, capitalized and expensed were as follows (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2015 |
|
|
2014 |
|
||
Interest incurred |
|
$ |
15,176 |
|
|
$ |
4,038 |
|
Interest capitalized |
|
|
(15,176 |
) |
|
|
(3,809 |
) |
Interest expensed |
|
$ |
— |
|
|
$ |
229 |
|
Capitalized interest in beginning inventory |
|
$ |
124,461 |
|
|
$ |
138,233 |
|
Interest capitalized as a cost of inventory |
|
|
15,176 |
|
|
|
3,809 |
|
Interest previously capitalized as a cost of inventory, included in cost of sales |
|
|
(6,765 |
) |
|
|
(4,063 |
) |
Capitalized interest in ending inventory |
|
$ |
132,872 |
|
|
$ |
137,979 |
|
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 option abandonments
Real estate inventory impairments and land option abandonments consisted of the following (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2015 |
|
|
2014 |
|
||
Real estate inventory impairments |
|
$ |
— |
|
|
$ |
10 |
|
Land option abandonments and pre-acquisition costs |
|
|
360 |
|
|
|
458 |
|
Total |
|
$ |
360 |
|
|
$ |
468 |
|
Impairments of homebuilding assets and related charges relate primarily to projects or communities held for development. Within a community that is held for development, 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.
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.
|
8. |
Investments in Unconsolidated Entities |
As of March 31, 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):
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2015 |
|
|
2014 |
|
||
Limited partnership and limited liability company interests |
|
$ |
14,374 |
|
|
$ |
13,710 |
|
General partnership interests |
|
|
3,356 |
|
|
|
3,095 |
|
Total |
|
$ |
17,730 |
|
|
$ |
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 income (loss) of unconsolidated entities.
Assets and liabilities of unconsolidated entities (in thousands):
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2015 |
|
|
2014 |
|
||
Assets |
|
|
|
|
|
|
|
|
Cash |
|
$ |
13,897 |
|
|
$ |
17,154 |
|
Receivables |
|
|
10,192 |
|
|
|
9,550 |
|
Real estate inventories |
|
|
89,275 |
|
|
|
95,500 |
|
Other assets |
|
|
772 |
|
|
|
620 |
|
Total assets |
|
$ |
114,136 |
|
|
$ |
122,824 |
|
Liabilities and equity |
|
|
|
|
|
|
|
|
Accounts payable and other liabilities |
|
$ |
13,517 |
|
|
$ |
10,914 |
|
Company's equity |
|
|
17,730 |
|
|
|
16,805 |
|
Outside interests' equity |
|
|
82,889 |
|
|
|
95,105 |
|
Total liabilities and equity |
|
$ |
114,136 |
|
|
$ |
122,824 |
|
Results of operations from unconsolidated entities (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2015 |
|
|
2014 |
|
||
Net sales |
|
$ |
76 |
|
|
$ |
71 |
|
Other operating expense |
|
|
(736 |
) |
|
|
(1,011 |
) |
Other income |
|
|
2 |
|
|
|
2 |
|
Net loss |
|
$ |
(658 |
) |
|
$ |
(938 |
) |
Company's equity in income (loss) of unconsolidated entities |
|
$ |
74 |
|
|
$ |
(68 |
) |
|
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 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):
|
|
March 31, 2015 |
|
|
December 31, 2014 |
|
||||||||||||||||||
|
|
|
|
|
|
Remaining |
|
|
Consolidated |
|
|
|
|
|
|
Remaining |
|
|
Consolidated |
|
||||
|
|
|
|
|
|
Purchase |
|
|
Inventory |
|
|
|
|
|
|
Purchase |
|
|
Inventory |
|
||||
|
|
Deposits |
|
|
Price |
|
|
Held by VIEs |
|
|
Deposits |
|
|
Price |
|
|
Held by VIEs |
|
||||||
Consolidated VIEs |
|
$ |
7,237 |
|
|
$ |
39,395 |
|
|
$ |
34,222 |
|
|
$ |
8,071 |
|
|
$ |
43,432 |
|
|
$ |
34,070 |
|
Unconsolidated VIEs |
|
|
7,044 |
|
|
|
65,660 |
|
|
N/A |
|
|
|
13,309 |
|
|
|
129,637 |
|
|
N/A |
|
||
Other land option agreements |
|
|
27,915 |
|
|
|
287,559 |
|
|
N/A |
|
|
|
30,846 |
|
|
|
284,819 |
|
|
N/A |
|
||
Total |
|
$ |
42,196 |
|
|
$ |
392,614 |
|
|
$ |
34,222 |
|
|
$ |
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 $4.2 million and $5.3 million as of March 31, 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.
|
10. |
Goodwill and Other Intangible Assets |
In connection with the Merger, $139.3 million of goodwill has been recorded as of March 31, 2015. For further details on the goodwill, see Note 2, Merger with Weyerhaeuser Real Estate Company.
We have two intangible assets recorded as of March 31, 2015, including an existing trade name from the acquisition of Maracay in 2006 which has a 20 year useful life and a new trade name, TRI Pointe Homes, resulting from the Merger 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):
|
|
March 31, 2015 |
|
|
December 31, 2014 |
|
||||||||||||||||||
|
|
Gross |
|
|
|
|
|
|
Net |
|
|
Gross |
|
|
|
|
|
|
Net |
|
||||
|
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
||||||
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
||||||
Goodwill |
|
$ |
139,304 |
|
|
$ |
— |
|
|
$ |
139,304 |
|
|
$ |
139,304 |
|
|
$ |
— |
|
|
$ |
139,304 |
|
Trade names |
|
|
27,979 |
|
|
|
(4,854 |
) |
|
|
23,125 |
|
|
|
27,979 |
|
|
|
(4,720 |
) |
|
|
23,259 |
|
Total |
|
$ |
167,283 |
|
|
$ |
(4,854 |
) |
|
$ |
162,429 |
|
|
$ |
167,283 |
|
|
$ |
(4,720 |
) |
|
$ |
162,563 |
|
The remaining useful life of our amortizing intangible asset related to Maracay was 10.9 and 11.2 years as of March 31, 2015 and December 31, 2014, respectively. Amortization expense related to this intangible asset was $134,000 for the three month period ended March 31, 2015 and 2014, respectively, and was charged to sales and marketing expense. Our indefinite life intangible asset related to TRI Pointe Homes is not amortizing.
Expected amortization of our intangible asset related to Maracay for the next five years and thereafter is (in thousands):
|
|
March 31, |
|
|
|
|
2015 |
|
|
Remainder of 2015 |
|
$ |
401 |
|
2016 |
|
|
534 |
|
2017 |
|
|
534 |
|
2018 |
|
|
534 |
|
2019 |
|
|
534 |
|
Thereafter |
|
|
3,288 |
|
Total |
|
$ |
5,825 |
|
|
11. |
Other Assets |
Other assets consisted of the following (in thousands):
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2015 |
|
|
2014 |
|
||
Prepaid expenses |
|
$ |
26,200 |
|
|
$ |
29,111 |
|
Refundable fees and other deposits |
|
|
15,976 |
|
|
|
15,581 |
|
Development rights, held for future use or sale |
|
|
7,409 |
|
|
|
7,409 |
|
Deferred loan costs on Senior Notes |
|
|
22,876 |
|
|
|
23,686 |
|
Operating properties and equipment, net |
|
|
10,990 |
|
|
|
11,719 |
|
Income tax receivable |
|
|
7,606 |
|
|
|
10,713 |
|
Other |
|
|
6,337 |
|
|
|
7,186 |
|
Total |
|
$ |
97,394 |
|
|
$ |
105,405 |
|
|
12. |
Accrued Expenses and Other Liabilities |
Accrued expenses and other liabilities consisted of the following (in thousands):
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2015 |
|
|
2014 |
|
||
Accrued payroll and related costs |
|
$ |
16,558 |
|
|
$ |
24,717 |
|
Warranty reserves (Note 15) |
|
|
33,965 |
|
|
|
33,270 |
|
Estimated cost for completion |
|
|
53,737 |
|
|
|
54,437 |
|
Customer deposits |
|
|
16,536 |
|
|
|
14,229 |
|
Debt (nonrecourse) held by VIEs (Note 9) |
|
|
8,770 |
|
|
|
9,512 |
|
Income tax liability to Weyerhaeuser (Note 18) |
|
|
15,747 |
|
|
|
15,659 |
|
Liability for uncertain tax positions (Note 17) |
|
|
14,685 |
|
|
|
13,797 |
|
Accrued interest on Senior Notes and notes payable |
|
|
14,683 |
|
|
|
3,059 |
|
Accrued insurance expense |
|
|
6,508 |
|
|
|
9,180 |
|
Other |
|
|
29,412 |
|
|
|
32,149 |
|
Total |
|
$ |
210,601 |
|
|
$ |
210,009 |
|
|
13. |
Senior Notes and Notes Payable and Other Borrowings |
Senior Notes
Senior notes consisted of the following (in thousands):
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2015 |
|
|
2014 |
|
||
4.375% Senior Notes due June 15, 2019, net of discount |
|
$ |
445,727 |
|
|
$ |
445,501 |
|
5.875% Senior Notes due June 15, 2024, net of discount |
|
|
442,155 |
|
|
|
442,001 |
|
Total |
|
$ |
887,882 |
|
|
$ |
887,502 |
|
As discussed in Note 2, Merger with Weyerhaeuser Real Estate Company, on the Closing Date, TRI Pointe assumed WRECO’s obligations as issuer of the 2019 Notes and the 2024 Notes (collectively, the “Senior Notes”). The 2019 Notes were issued at 98.89% of their aggregate principal amount and the 2024 Notes were issued at 98.15% of their aggregate principal amount. The net proceeds of $861.3 million, after debt issuance costs and discounts, from the offering were deposited into two separate escrow accounts following the closing of the offering on June 13, 2014.
The 2019 Notes and the 2024 Notes mature on June 15, 2019 and June 15, 2024, respectively. Interest is payable semiannually in arrears on June 15 and December 15. As of March 31, 2015, no principal has been paid on the Senior Notes, and there was $22.9 million of capitalized debt financing costs, included in other assets on our consolidated balance sheet, related to the Senior Notes that will amortize over the lives of the Senior Notes. Accrued interest related to the Senior Notes was $13.5 million as of March 31, 2015.
Notes Payable and Other Borrowings
Notes payable and other borrowings consisted of the following (in thousands):
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2015 |
|
|
2014 |
|
||
Unsecured revolving credit facility |
|
$ |
309,392 |
|
|
$ |
260,000 |
|
Seller financed loans |
|
|
12,750 |
|
|
|
14,677 |
|
Total |
|
$ |
322,142 |
|
|
$ |
274,677 |
|
Unsecured Revolving Credit Facility
In June 2014, the Company entered into an unsecured $425 million revolving credit facility (the “Credit Facility”) with various lenders, with one lender serving as the administrative agent for the Credit Facility. The Credit Facility matures on July 1, 2018, and contains a sublimit of $75 million for letters of credit. The Company may borrow under the Credit Facility in the ordinary course of business to fund its operations, including its land development and homebuilding activities. Borrowings under the Credit Facility will be governed by, among other things, a borrowing base. Interest rates on borrowings under the Credit Facility will be based on either a daily Eurocurrency base rate or a Eurocurrency rate, in either case, plus a spread ranging from 2.15% to 2.85%, depending on the Company’s leverage ratio. As of March 31, 2015, the outstanding balance under the Credit Facility was $309.4 million with an interest rate of 2.73% per annum and $103.8 million of availability after considering the borrowing base provisions and outstanding letters of credit. Accrued interest related to the Credit Facility was $567,000 as of March 31, 2015.
At March 31, 2015 we had outstanding letters of credit of $11.8 million. These letters of credit were issued to secure various financial obligations. We believe it is not probable that any outstanding letters of credit will be drawn upon.
Seller Financed Loans
As of March 31, 2015, the Company had $12.8 million outstanding related to seller financed loans to acquire lots for the construction of homes. Principal and interest payments on these loans are due at various maturity dates, including at the time individual homes associated with the acquired land are delivered. The seller financed loans accrue interest at a weighted average rate of 6.95% per annum, with interest calculated on a daily basis. Any remaining unpaid balance on these loans is due in May 2016. Accrued interest on these loans were $654,000 as of March 31, 2015.
Interest Incurred
During the three month periods ended March 31, 2015 and 2014, the Company incurred interest of $15.2 million and $4.0 million, respectively, related to all notes payable, Senior Notes and debt payable to Weyerhaeuser outstanding during the period. Of the interest incurred, $15.2 million and $3.8 million was capitalized to inventory for the period ended March 31, 2015 and 2014, respectively. Included in interest incurred was amortization of deferred financing and Senior Note discount costs of $1.2 million for the period ended March 31, 2015. Accrued interest related to all outstanding debt at March 31, 2015 and December 31, 2014 was $14.7 million and $3.1 million, respectively.
Covenant Requirements
The Senior Notes contain covenants that restrict our ability to, among other things, create liens or other encumbrances, enter into sale and leaseback transactions, or merge or sell all or substantially all of our assets. These limitations are subject to a number of qualifications and exceptions.
Under the Credit Facility, the Company is required to comply with certain financial covenants, including but not limited to (i) a minimum consolidated tangible net worth; (ii) a maximum total leverage ratio; and (iii) a minimum interest coverage ratio.
The Company was in compliance with all applicable financial covenants as of March 31, 2015 and December 31, 2014.
|
14. |
Fair Value Disclosures |
Fair Value Measurements
ASC Topic 820, Fair Value Measurements and Disclosures, defines “fair value” as the price that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at measurement date and requires assets and liabilities carried at fair value to be classified and disclosed in the following three categories:
· |
Level 1—Quoted prices for identical instruments in active markets |
· |
Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are inactive; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets at measurement date |
· |
Level 3—Valuations derived from techniques where one or more significant inputs or significant value drivers are unobservable in active markets at measurement date |
Fair Value of Financial Instruments
A summary of assets and liabilities at March 31, 2015 and December 31, 2014, related to our financial instruments, measured at fair value on a recurring basis, is set forth below (in thousands):
|
|
|
|
March 31, 2015 |
|
|
December 31, 2014 |
|
||||||||||
|
|
Hierarchy |
|
Book Value |
|
|
Fair Value |
|
|
Book Value |
|
|
Fair Value |
|
||||
Receivables (1) |
|
Level 3 |
|
$ |
23,012 |
|
|
$ |
23,012 |
|
|
$ |
20,118 |
|
|
$ |
20,118 |
|
Senior Notes (2) |
|
Level 2 |
|
|
887,882 |
|
|
|
880,875 |
|
|
|
887,502 |
|
|
|
896,625 |
|
Notes payable and other borrowings (3) |
|
Level 3 |
|
|
322,142 |
|
|
|
322,142 |
|
|
|
274,677 |
|
|
|
274,677 |
|
At March 31, 2015 and December 31, 2014, the carrying value of cash and cash equivalents approximated fair value.
(1) |
The estimated fair value of our receivables was based on the discounted value of the expected future cash flows using current rates for similar receivables. The book value of our receivables equaled the fair value as of March 31, 2015 and December 31, 2014 due to the short-term nature of the remaining receivables. |
(2) |
The estimated fair value of our Senior Notes at March 31, 2015 and December 31, 2014 is based on quoted market prices. |
(3) |
We believe that the carrying value of our notes payable and other borrowings approximates fair value. |
Fair Value of Nonfinancial Assets
Nonfinancial assets include items such as real estate inventories and long-lived assets that are measured at fair value on a nonrecurring basis when events and circumstances indicate the carrying value is not recoverable. The following table presents impairment charges and the remaining net fair value for nonfinancial assets that were measured during the periods presented (in thousands):
|
|
|
|
Year Ended |
|
|
Year Ended |
|
||||||||||
|
|
|
|
March 31, 2015 |
|
|
December 31, 2014 |
|
||||||||||
|
|
|
|
|
|
|
|
Fair Value |
|
|
|
|
|
|
Fair Value |
|
||
|
|
|
|
Impairment |
|
|
Net of |
|
|
Impairment |
|
|
Net of |
|
||||
|
|
Hierarchy |
|
Charge |
|
|
Impairment |
|
|
Charge |
|
|
Impairment |
|
||||
Real estate inventories |
|
Level 3 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
931 |
|
|
$ |
20,329 |
|
|
15. |
Commitments and Contingencies |
Legal Matters
Lawsuits, claims and proceedings have been and may be instituted or asserted against us in the normal course of business, including actions brought on behalf of various classes of claimants. We are also subject to local, state and federal laws and regulations related to land development activities, house construction standards, sales practices, employment practices and environmental protection. As a result, we are subject to periodic examinations or inquiry by agencies administering these laws and regulations.
We record a reserve for potential legal claims and regulatory matters when they are probable of occurring and a potential loss is reasonably estimable. We accrue for these matters based on facts and circumstances specific to each matter and revise these estimates when necessary.
In view of the inherent difficulty of predicting outcomes of legal claims and related contingencies, we generally cannot predict their ultimate resolution, related timing or eventual loss. Accordingly, it is possible that the ultimate outcome of any matter, if in excess of a related accrual or if no accrual was made, could be material to our financial statements.
Warranty
Warranty reserves are accrued as home deliveries occur. Our warranty reserves on homes delivered will vary based on product type and geographic area and also depending on state and local laws. The warranty reserve is included in accrued expenses and other liabilities on our consolidated balance sheets and represents expected future costs based on our historical experience over previous years. Estimated warranty costs are charged to cost of home sales in the period in which the related home sales revenue is recognized.
We maintain general liability insurance designed to protect us against a portion of our risk of loss from construction-related claims. We also generally require our subcontractors and design professionals to indemnify us for liabilities arising from their work, subject to various limitations. However, such indemnity is significantly limited with respect to certain subcontractors that are added to our general liability insurance policy. Included in our warranty reserve accrual are allowances to cover our estimated costs of self-insured retentions and deductible amounts under these policies and estimated costs for claims that may not be covered by applicable insurance or indemnities. Estimation of these accruals include consideration of our claims history, including current claims and estimates of claims incurred but not yet reported. In addition, we record expected recoveries from insurance carriers when proceeds are probable and estimable. Outstanding warranty insurance receivables were $9.7 million and $10.0 million as of March 31, 2015 and December 31, 2014, respectively. Warranty insurance receivables are recorded in receivables on the accompanying consolidated balance sheet.
There can be no assurance that the terms and limitations of the limited warranty will be effective against claims made by homebuyers, that we will be able to renew our insurance coverage or renew it at reasonable rates, that we will not be liable for damages, cost of repairs, and/or the expense of litigation surrounding possible construction defects, soil subsidence or building related claims or that claims will not arise out of uninsurable events or circumstances not covered by insurance and not subject to effective indemnification agreements with certain subcontractors.
Warranty reserves consisted of the following (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2015 |
|
|
2014 |
|
||
Warranty reserves, beginning of period |
|
$ |
33,270 |
|
|
$ |
24,449 |
|
Warranty reserves accrued |
|
|
2,872 |
|
|
|
4,392 |
|
Adjustments to pre-existing reserves |
|
|
301 |
|
|
|
(1,996 |
) |
Warranty expenditures |
|
|
(2,478 |
) |
|
|
(2,467 |
) |
Warranty reserves, end of period |
|
$ |
33,965 |
|
|
$ |
24,378 |
|
Performance Bonds
We obtain surety bonds in the normal course of business to ensure completion of certain infrastructure improvements of our projects. As of March 31, 2015 and December 31, 2014, the Company had outstanding surety bonds totaling $409.9 million and $355.2 million, respectively. The beneficiaries of the bonds are various municipalities.
|
16. |
Stock-Based Compensation |
2013 Long-Term Incentive Plan
The Company’s stock compensation plan, the 2013 Long-Term Incentive Plan (the “2013 Incentive Plan”), was adopted by legacy TRI Pointe in January 2013 and amended with the approval of our stockholders in 2014. The 2013 Incentive Plan provides for the grant of equity-based awards, including options to purchase shares of common stock, stock appreciation rights, common stock, restricted stock, restricted stock units and performance awards. The 2013 Incentive Plan will automatically expire on the tenth anniversary of its effective date. Our board of directors may terminate or amend the 2013 Incentive Plan at any time, subject to any requirement of stockholder approval required by applicable law, rule or regulation.
As amended, the number of shares of our common stock that may be issued under the 2013 Incentive Plan is 11,727,833 shares. To the extent that shares of our common stock subject to an outstanding option, stock appreciation right, stock award or performance award granted under the 2013 Incentive Plan are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such award or the settlement of such award in cash, then such shares of our common stock generally shall again be available under the 2013 Incentive Plan. As of March 31, 2015 there were 9,498,660 shares available for future grant under the 2013 Incentive Plan.
Converted Awards
Under the Transaction Agreement, each outstanding Weyerhaeuser equity award held by an employee of WRECO was converted into a similar equity award with TRI Pointe, based on the final exchange ratio of 2.1107 (the “Exchange Ratio”), rounded down to the nearest whole number of shares of common stock. The Company filed a registration statement on Form S-8 (Registration No. 333-197461) on July 16, 2014 to register 4,105,953 shares related to these equity awards. The converted awards have the same terms and conditions as the Weyerhaeuser equity awards except that all performance share units were surrendered in exchange for time-vesting restricted stock units without any performance-based vesting conditions or requirements and the exercise price of each converted stock option is equal to the original exercise price divided by the Exchange Ratio. There will be no future grants under the WRECO equity incentive plans. Refer to TRI Pointe’s Registration Statement on Form S-4, as amended (Registration No. 333-193248), for additional information on the Merger, the option exchange ratio and the treatment of equity awards under the Transaction Agreement.
The following table presents compensation expense recognized related to all stock-based awards (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2015 |
|
|
2014 |
|
||
Total stock-based compensation |
|
$ |
2,381 |
|
|
$ |
1,293 |
|
As of March 31, 2015, total unrecognized stock-based compensation related to all stock-based awards was $19.6 million and the weighted average term over which the expense was expected to be recognized was 2.2 years.
Summary of Stock Option Activity
The following table presents a summary of stock option awards for the three months ended March 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Weighted |
|
|
|
|
|
||
|
|
|
|
|
|
Average |
|
|
Average |
|
|
Aggregate |
|
|||
|
|
|
|
|
|
Exercise |
|
|
Remaining |
|
|
Intrinsic |
|
|||
|
|
|
|
|
|
Price |
|
|
Contractual |
|
|
Value |
|
|||
|
|
Options |
|
|
Per Share |
|
|
Life |
|
|
(in 000's) |
|
||||
Options outstanding at December 31, 2014 |
|
|
3,322,549 |
|
|
$ |
13.08 |
|
|
|
6.0 |
|
|
$ |
7,841 |
|
Granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Exercised |
|
|
(55,056 |
) |
|
|
10.51 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(5,603 |
) |
|
|
11.34 |
|
|
|
|
|
|
|
|
|
Options outstanding at March 31, 2015 |
|
|
3,261,890 |
|
|
|
13.13 |
|
|
|
5.8 |
|
|
|
7,495 |
|
Options exercisable at March 31, 2015 |
|
|
2,262,560 |
|
|
|
12.64 |
|
|
|
4.7 |
|
|
|
6,324 |
|
Summary of Restricted Stock Unit Activity
The following table presents a summary of restricted stock units (“RSUs”) for the three months ended March 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Aggregate |
|
||
|
|
Restricted |
|
|
Grant Date |
|
|
Intrinsic |
|
|||
|
|
Stock |
|
|
Fair Value |
|
|
Value |
|
|||
|
|
Units |
|
|
Per Share |
|
|
(in 000's) |
|
|||
Nonvested RSUs at December 31, 2014 |
|
|
882,709 |
|
|
$ |
15.62 |
|
|
$ |
13,461 |
|
Granted |
|
|
1,511,491 |
|
|
|
11.46 |
|
|
|
17,315 |
|
Vested |
|
|
(331,342 |
) |
|
|
13.09 |
|
|
|
|
|
Forfeited |
|
|
(3,009 |
) |
|
|
15.74 |
|
|
|
|
|
Nonvested RSUs at March 31, 2015 |
|
|
2,059,849 |
|
|
|
12.54 |
|
|
|
31,783 |
|
On March 5, 2015, the Company granted an aggregate of 440,800 restricted stock units to employees and officers. The restricted stock units granted vest annually on the anniversary of the grant date over a three year period. The fair value of each restricted stock award granted on March 5, 2015 was measured using a price of $14.97 per share, which was the closing stock price on the date of grant. Each award will be expensed on a straight-line basis over the vesting period.
On March 9, 2015, the Company granted 411,804, 384,351, and 274,536 performance-based RSUs to the Company’s Chief Executive Officer, President, and Chief Financial Officer, respectively, with 1/3 of the performance-based RSU amounts being allocated to each of the three following separate performance goals: total shareholder return (compared to a group of similarly sized homebuilders); earnings per share; and stock price. The performance-based restricted stock units granted will vest in each case, if at all, based on the percentage of attainment of the applicable performance goal. The performance periods for the performance-based RSUs with vesting based on total shareholder return and earnings per share are January 1, 2015 to December 31, 2017. The performance period for the performance-based RSUs with vesting based on stock price is January 1, 2016 to December 31, 2017. The fair value of the performance-based RSUs related to the total shareholder return and stock price performance goals was determined to be $7.55 and $7.90 per share, respectively, based on a Monte Carlo simulation. The fair value of the performance-based RSUs related to the earnings per share goal was measured using a price of $14.57 per share, which was the closing stock price on the date of grant. Each grant will be expensed on a straight-line basis over the expected vesting period.
As restricted stock units vest, a portion of the shares awarded is generally withheld to cover employee taxes. As a result, the number of restricted stock units vested and the number of shares of TRI Pointe common stock issued will differ.
|
17. |
Income Taxes |
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statements and tax bases of assets and liabilities using enacted tax rates for the years in which taxes are expected to be paid or recovered. Each quarter we assess our deferred tax asset to determine whether all or any portion of the asset is more likely than not unrealizable under ASC 740. We are required to establish a valuation allowance for any portion of the asset we conclude is more likely than not to be unrealizable. Our assessment considers, among other things, the nature, frequency and severity of our current and cumulative losses, forecasts of our future taxable income, the duration of statutory carryforward periods and tax planning alternatives.
We had net deferred tax assets of $155.8 million and $157.8 million as of March 31, 2015 and December 31, 2014, respectively. We had a valuation allowance related to those net deferred tax assets of $4.6 million and $6.2 million as of March 31, 2015 and December 31, 2014, respectively. The Company will continue to evaluate both positive and negative evidence in determining the need for a valuation allowance against its deferred tax assets. Changes in positive and negative evidence, including differences between the Company's future operating results and the estimates utilized in the determination of the valuation allowance, could result in changes in the Company's estimate of the valuation allowance against its deferred tax assets. The accounting for deferred taxes is based upon estimates of future results. Differences between the anticipated and actual outcomes of these future results could have a material impact on the Company's consolidated results of operations or financial position. Also, changes in existing federal and state tax laws and tax rates could affect future tax results and the valuation allowance against the Company's deferred tax assets.
Our provision for income taxes totaled $7.8 million and $4.5 million for the three months ended March 31, 2015 and 2014, respectively. The Company classifies any interest and penalties related to income taxes assessed by jurisdiction as part of income tax expense. The Company had $14.7 million and $13.8 million of liabilities for uncertain tax positions recorded as of March 31 2015 and December 31, 2014. The Company has not been assessed interest or penalties by any major tax jurisdictions related to prior years.
|
18. |
Related Party Transactions |
Prior to the Merger, WRECO was a wholly owned subsidiary of Weyerhaeuser. Weyerhaeuser provided certain services including payroll processing and related employee benefits, other corporate services such as corporate governance, cash management and other treasury services, administrative services such as government relations, tax, internal audit, legal, accounting, human resources and equity-based compensation plan administration, lease of office space, aviation services and insurance coverage. WRECO was allocated a portion of Weyerhaeuser corporate general and administrative costs on either a proportional cost or usage basis.
Weyerhaeuser-allocated corporate general and administrative expenses were as follows (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
|
2015 |
|
|
|
2014 |
|
Weyerhaeuser-allocated costs |
|
$ |
— |
|
|
$ |
5,547 |
|
These expenses are not indicative of the actual level of expense WRECO would have incurred if it had operated as an independent company or of expenses expected to be incurred in the future after the Closing Date.
TRI Pointe has certain liabilities with Weyerhaeuser related to a tax sharing agreement. As of March 31, 2015 and December 31, 2014, we had an income tax liability to Weyerhaeuser of $15.7 million which is recorded in accrued expenses and other liabilities on the accompanying balance sheet.
|
19. |
Supplemental Disclosure to Consolidated Statements of Cash Flow |
The following are supplemental disclosures to the consolidated statements of cash flows (in thousands):
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2015 |
|
|
2014 |
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
Interest, net of amounts capitalized |
|
$ |
— |
|
|
$ |
— |
|
Income taxes |
|
$ |
1,504 |
|
|
$ |
— |
|
Supplemental disclosures of noncash activities: |
|
|
|
|
|
|
|
|
Amortization of senior note discount |
|
$ |
380 |
|
|
$ |
— |
|
Effect of net consolidation and de-consolidation of variable interest entities: |
|
|
|
|
|
|
|
|
Increase in consolidated real estate inventory not owned |
|
$ |
1,453 |
|
|
$ |
5,629 |
|
Increase (decrease) in deposits on real estate under option or contract and other assets |
|
$ |
129 |
|
|
$ |
(1,700 |
) |
Increase in noncontrolling interests |
|
$ |
(1,582 |
) |
|
$ |
(3,929 |
) |
|
20. Supplemental Guarantor Information
On the Closing Date, the Company assumed WRECO’s obligations as issuer of the Senior Notes. Additionally, all of TRI Pointe’s wholly owned subsidiaries that are guarantors of the Company’s unsecured $425 million revolving credit facility, including WRECO and certain of its wholly owned subsidiaries, entered into supplemental indentures pursuant to which they jointly and severally guaranteed TRI Pointe’s obligations with respect to the Senior Notes.
Presented below are the condensed consolidating balance sheets at March 31, 2015 and December 31, 2014 and condensed consolidating statements of operations and cash flows for the three month period ended March 31, 2015. TRI Pointe’s non-guarantor subsidiaries represent less than 3% on an individual and aggregate basis of consolidated total assets, total revenues, income from operations before taxes and cash flow from operating activities. Therefore, the non-guarantor subsidiaries’ information is not separately presented in the tables below.
As discussed in Note 1, the Merger was treated as a “reverse acquisition” with WRECO being considered the accounting acquirer. Accordingly, the financial statements reflect the historical results of WRECO for all periods and do not include the historical financial information of TRI Pointe prior to the Closing Date. Subsequent to the Closing Date, the consolidated financial statements reflect the results of the combined company. As a result, we have not included condensed consolidating statements of operations and cash flows for the three months ended March 31, 2014 because those results are of WRECO and are already included on the face of the consolidated financial statements. In addition, there is no financial information for legacy TRI Pointe, issuer of the Senior Notes, in the periods prior to the Closing Date.
Condensed Consolidating Balance Sheet (in thousands):
|
|
March 31, 2015 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
TRI Pointe |
|
|
Guarantor |
|
|
Consolidating |
|
|
TRI Pointe |
|
||||
|
|
Homes, Inc. |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Homes, Inc. |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
29,887 |
|
|
$ |
76,686 |
|
|
$ |
— |
|
|
$ |
106,573 |
|
Receivables |
|
|
4,257 |
|
|
|
18,755 |
|
|
|
— |
|
|
|
23,012 |
|
Intercompany receivables |
|
|
861,518 |
|
|
|
— |
|
|
|
(861,518 |
) |
|
|
— |
|
Real estate inventories |
|
|
677,010 |
|
|
|
1,732,296 |
|
|
|
— |
|
|
|
2,409,306 |
|
Investments in unconsolidated entities |
|
|
— |
|
|
|
17,730 |
|
|
|
— |
|
|
|
17,730 |
|
Goodwill and other intangible assets, net |
|
|
162,429 |
|
|
|
— |
|
|
|
— |
|
|
|
162,429 |
|
Investments in subsidiaries |
|
|
975,284 |
|
|
|
— |
|
|
|
(975,284 |
) |
|
|
— |
|
Deferred tax assets |
|
|
23,630 |
|
|
|
132,173 |
|
|
|
— |
|
|
|
155,803 |
|
Other assets |
|
|
55,273 |
|
|
|
42,121 |
|
|
|
— |
|
|
|
97,394 |
|
Total Assets |
|
$ |
2,789,288 |
|
|
$ |
2,019,761 |
|
|
$ |
(1,836,802 |
) |
|
$ |
2,972,247 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
20,114 |
|
|
$ |
40,881 |
|
|
$ |
— |
|
|
$ |
60,995 |
|
Intercompany payables |
|
|
— |
|
|
|
861,518 |
|
|
|
(861,518 |
) |
|
|
— |
|
Accrued expenses and other liabilities |
|
|
69,123 |
|
|
|
141,478 |
|
|
|
— |
|
|
|
210,601 |
|
Notes payable and other borrowings |
|
|
321,542 |
|
|
|
600 |
|
|
|
— |
|
|
|
322,142 |
|
Senior notes |
|
|
887,882 |
|
|
|
— |
|
|
|
— |
|
|
|
887,882 |
|
Total Liabilities |
|
|
1,298,661 |
|
|
|
1,044,477 |
|
|
|
(861,518 |
) |
|
|
1,481,620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity |
|
|
1,490,627 |
|
|
|
975,284 |
|
|
|
(975,284 |
) |
|
|
1,490,627 |
|
Total Liabilities and Equity |
|
$ |
2,789,288 |
|
|
$ |
2,019,761 |
|
|
$ |
(1,836,802 |
) |
|
$ |
2,972,247 |
|
Condensed Consolidating Balance Sheet (in thousands):
|
|
December 31, 2014 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
TRI Pointe |
|
|
Guarantor |
|
|
Consolidating |
|
|
TRI Pointe |
|
||||
|
|
Homes, Inc. |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Homes, Inc. |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
105,888 |
|
|
$ |
64,741 |
|
|
$ |
— |
|
|
$ |
170,629 |
|
Receivables |
|
|
5,050 |
|
|
|
15,068 |
|
|
|
— |
|
|
|
20,118 |
|
Intercompany receivables |
|
|
797,480 |
|
|
|
— |
|
|
|
(797,480 |
) |
|
|
— |
|
Real estate inventories |
|
|
613,665 |
|
|
|
1,666,518 |
|
|
|
— |
|
|
|
2,280,183 |
|
Investments in unconsolidated entities |
|
|
— |
|
|
|
16,805 |
|
|
|
— |
|
|
|
16,805 |
|
Goodwill and other intangible assets, net |
|
|
156,603 |
|
|
|
5,960 |
|
|
|
— |
|
|
|
162,563 |
|
Investments in subsidiaries |
|
|
959,693 |
|
|
|
— |
|
|
|
(959,693 |
) |
|
|
— |
|
Deferred tax assets |
|
|
23,630 |
|
|
|
134,191 |
|
|
|
— |
|
|
|
157,821 |
|
Other assets |
|
|
55,199 |
|
|
|
50,206 |
|
|
|
— |
|
|
|
105,405 |
|
Total Assets |
|
$ |
2,717,208 |
|
|
$ |
1,953,489 |
|
|
$ |
(1,757,173 |
) |
|
$ |
2,913,524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
25,800 |
|
|
$ |
43,060 |
|
|
$ |
— |
|
|
$ |
68,860 |
|
Intercompany payables |
|
|
— |
|
|
|
797,480 |
|
|
|
(797,480 |
) |
|
|
— |
|
Accrued expenses and other liabilities |
|
|
57,353 |
|
|
|
152,656 |
|
|
|
— |
|
|
|
210,009 |
|
Notes payable and other borrowings |
|
|
274,077 |
|
|
|
600 |
|
|
|
— |
|
|
|
274,677 |
|
Senior notes |
|
|
887,502 |
|
|
|
— |
|
|
|
— |
|
|
|
887,502 |
|
Total Liabilities |
|
|
1,244,732 |
|
|
|
993,796 |
|
|
|
(797,480 |
) |
|
|
1,441,048 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity |
|
|
1,472,476 |
|
|
|
959,693 |
|
|
|
(959,693 |
) |
|
|
1,472,476 |
|
Total Liabilities and Equity |
|
$ |
2,717,208 |
|
|
$ |
1,953,489 |
|
|
$ |
(1,757,173 |
) |
|
$ |
2,913,524 |
|
Condensed Consolidating Statement of Operations (in thousands):
|
|
Three Months Ended March 31, 2015 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
TRI Pointe |
|
|
Guarantor |
|
|
Consolidating |
|
|
TRI Pointe |
|
||||
|
|
Homes, Inc. |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Homes, Inc. |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home sales |
|
$ |
106,858 |
|
|
$ |
267,407 |
|
|
$ |
— |
|
|
$ |
374,265 |
|
Land and lot sales |
|
|
— |
|
|
|
2,000 |
|
|
|
— |
|
|
|
2,000 |
|
Other operations |
|
|
— |
|
|
|
993 |
|
|
|
— |
|
|
|
993 |
|
Total revenues |
|
|
106,858 |
|
|
|
270,400 |
|
|
|
— |
|
|
|
377,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of home sales |
|
|
86,981 |
|
|
|
212,926 |
|
|
|
— |
|
|
|
299,907 |
|
Cost of land and lot sales |
|
|
— |
|
|
|
2,308 |
|
|
|
— |
|
|
|
2,308 |
|
Other operations |
|
|
— |
|
|
|
562 |
|
|
|
— |
|
|
|
562 |
|
Sales and marketing |
|
|
4,981 |
|
|
|
18,305 |
|
|
|
— |
|
|
|
23,286 |
|
General and administrative |
|
|
12,672 |
|
|
|
15,507 |
|
|
|
— |
|
|
|
28,179 |
|
Restructuring charges |
|
|
— |
|
|
|
222 |
|
|
|
— |
|
|
|
222 |
|
Total expenses |
|
|
104,634 |
|
|
|
249,830 |
|
|
|
— |
|
|
|
354,464 |
|
Income from operations |
|
|
2,224 |
|
|
|
20,570 |
|
|
|
— |
|
|
|
22,794 |
|
Equity in loss of unconsolidated entities |
|
|
— |
|
|
|
74 |
|
|
|
— |
|
|
|
74 |
|
Other income, net |
|
|
39 |
|
|
|
217 |
|
|
|
— |
|
|
|
256 |
|
Income before taxes |
|
|
2,263 |
|
|
|
20,861 |
|
|
|
— |
|
|
|
23,124 |
|
Provision for income taxes |
|
|
(827 |
) |
|
|
(7,000 |
) |
|
|
— |
|
|
|
(7,827 |
) |
Equity in net income of subsidiaries |
|
|
13,861 |
|
|
|
— |
|
|
|
(13,861 |
) |
|
|
— |
|
Net income |
|
$ |
15,297 |
|
|
$ |
13,861 |
|
|
$ |
(13,861 |
) |
|
$ |
15,297 |
|
Condensed Consolidating Statement of Cash Flows (in thousands):
|
|
Three Months Ended March 31, 2015 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
TRI Pointe |
|
|
Guarantor |
|
|
Consolidating |
|
|
TRI Pointe |
|
||||
|
|
Homes, Inc. |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Homes, Inc. |
|
||||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
$ |
(52,695 |
) |
|
$ |
(55,619 |
) |
|
$ |
— |
|
|
$ |
(108,314 |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(303 |
) |
|
|
(75 |
) |
|
|
— |
|
|
|
(378 |
) |
Investments in unconsolidated entities |
|
|
— |
|
|
|
(978 |
) |
|
|
— |
|
|
|
(978 |
) |
Intercompany |
|
|
(69,212 |
) |
|
|
— |
|
|
|
69,212 |
|
|
|
— |
|
Net cash used in investing activities |
|
|
(69,515 |
) |
|
|
(1,053 |
) |
|
|
69,212 |
|
|
|
(1,356 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings from notes payable |
|
|
50,000 |
|
|
|
— |
|
|
|
— |
|
|
|
50,000 |
|
Repayment of notes payable |
|
|
(2,535 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2,535 |
) |
Net repayments of debt held by variable interest entities |
|
|
— |
|
|
|
(742 |
) |
|
|
— |
|
|
|
(742 |
) |
Contributions from noncontrolling interests |
|
|
— |
|
|
|
873 |
|
|
|
— |
|
|
|
873 |
|
Distributions to noncontrolling interests |
|
|
— |
|
|
|
(726 |
) |
|
|
— |
|
|
|
(726 |
) |
Proceeds from issuance of common stock under share-based awards |
|
|
263 |
|
|
|
— |
|
|
|
— |
|
|
|
263 |
|
Excess tax benefits of share-based awards |
|
|
308 |
|
|
|
— |
|
|
|
— |
|
|
|
308 |
|
Minimum tax withholding paid on behalf of employees for restricted stock units |
|
|
(1,827 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1,827 |
) |
Intercompany |
|
|
— |
|
|
|
69,212 |
|
|
|
(69,212 |
) |
|
|
— |
|
Net cash provided by financing activities |
|
|
46,209 |
|
|
|
68,617 |
|
|
|
(69,212 |
) |
|
|
45,614 |
|
Net (decrease) increase in cash and cash equivalents |
|
|
(76,001 |
) |
|
|
11,945 |
|
|
|
— |
|
|
|
(64,056 |
) |
Cash and cash equivalents - beginning of year |
|
|
105,888 |
|
|
|
64,741 |
|
|
|
— |
|
|
|
170,629 |
|
Cash and cash equivalents - end of year |
|
$ |
29,887 |
|
|
$ |
76,686 |
|
|
$ |
— |
|
|
$ |
106,573 |
|
|
Organization
TRI Pointe Homes, Inc. 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.
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 (“VIE”) in which the Company is the primary beneficiary. The noncontrolling interests as of March 31, 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. Certain prior period amounts have been reclassified to conform to current period presentation. 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 months ended March 31, 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 United States generally accepted accounting principles 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 United States generally accepted accounting principles 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.
Unless the context otherwise requires, the terms “TRI Pointe”, “we”, “us”, “our” and “the Company” refer to TRI Pointe Homes, Inc. (and its consolidated subsidiaries). Because the accompanying notes to consolidated financial statements are condensed, they should be read in conjunction with the consolidated financial statements and notes 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 Homes, Inc. 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
Our financial statements have been prepared in accordance with GAAP. 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 has 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. ASU 2014-09 is effective for public entities for the annual periods ending after December 15, 2017, and for annual and interim periods thereafter. Early adoption is not permitted. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. 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. Early adoption is permitted, including adoption in an interim period. 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). 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 impact of ASU 2015-03 for the periods ended March 31, 2015 and December 31, 2014 would be a balance sheet reclassification of $22.9 million and $23.7 million of deferred loan costs on Senior Notes, currently included in Other Assets, which would be reclassified as a reduction to Senior Notes in the liabilities section of the balance sheet.
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.
Fair Value Measurements
ASC Topic 820, Fair Value Measurements and Disclosures, defines “fair value” as the price that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at measurement date and requires assets and liabilities carried at fair value to be classified and disclosed in the following three categories:
· |
Level 1—Quoted prices for identical instruments in active markets |
· |
Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are inactive; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets at measurement date |
· |
Level 3—Valuations derived from techniques where one or more significant inputs or significant value drivers are unobservable in active markets at measurement date |
|
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 |
|
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 |
|
|
|
|
March 31, |
|
|
|
|
2014 |
|
|
Total revenues |
|
$ |
320,944 |
|
Net income |
|
$ |
13,421 |
|
Earnings per share - basic |
|
$ |
0.10 |
|
Earnings per share - diluted |
|
$ |
0.10 |
|
|
Restructuring costs were comprised of the following (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2015 |
|
|
2014 |
|
||
Employee-related costs |
|
$ |
112 |
|
|
$ |
1,247 |
|
Lease termination costs |
|
|
110 |
|
|
|
411 |
|
Other costs |
|
|
— |
|
|
|
58 |
|
Total |
|
$ |
222 |
|
|
$ |
1,716 |
|
Changes in employee-related restructuring reserves were as follows (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2015 |
|
|
2014 |
|
||
Accrued employee-related costs, beginning of period |
|
$ |
3,844 |
|
|
$ |
4,336 |
|
Current year charges |
|
|
112 |
|
|
|
1,247 |
|
Payments |
|
|
(3,423 |
) |
|
|
(5,583 |
) |
Accrued employee-related costs, end of period |
|
$ |
533 |
|
|
$ |
— |
|
Changes in lease termination related restructuring reserves were as follows (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2015 |
|
|
2014 |
|
||
Accrued lease termination costs, beginning of period |
|
$ |
1,394 |
|
|
$ |
3,506 |
|
Current year charges |
|
|
110 |
|
|
|
411 |
|
Payments |
|
|
(578 |
) |
|
|
(1,159 |
) |
Accrued lease termination costs, end of period |
|
$ |
926 |
|
|
$ |
2,758 |
|
|
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 March 31, |
|
|||||
|
|
2015 |
|
|
2014 |
|
||
Total revenues |
|
|
|
|
|
|
|
|
Maracay |
|
$ |
32,477 |
|
|
$ |
35,230 |
|
Pardee |
|
|
85,658 |
|
|
|
72,462 |
|
Quadrant |
|
|
45,629 |
|
|
|
32,254 |
|
Trendmaker |
|
|
56,208 |
|
|
|
61,400 |
|
TRI Pointe |
|
|
106,858 |
|
|
|
— |
|
Winchester |
|
|
50,428 |
|
|
|
46,786 |
|
Total |
|
$ |
377,258 |
|
|
$ |
248,132 |
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
|
|
|
|
|
|
Maracay |
|
$ |
1,040 |
|
|
$ |
3,623 |
|
Pardee |
|
|
13,559 |
|
|
|
7,137 |
|
Quadrant |
|
|
1,580 |
|
|
|
781 |
|
Trendmaker |
|
|
4,360 |
|
|
|
6,377 |
|
TRI Pointe |
|
|
11,132 |
|
|
|
— |
|
Winchester |
|
|
381 |
|
|
|
4,169 |
|
Corporate |
|
|
(8,928 |
) |
|
|
(9,977 |
) |
Total |
|
$ |
23,124 |
|
|
$ |
12,110 |
|
Total real estate inventories and total assets for each of our reportable segments, as of the date indicated, were as follows (in thousands):
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2015 |
|
|
2014 |
|
||
Real estate inventories |
|
|
|
|
|
|
|
|
Maracay |
|
$ |
157,862 |
|
|
$ |
153,577 |
|
Pardee |
|
|
964,332 |
|
|
|
924,362 |
|
Quadrant |
|
|
151,234 |
|
|
|
153,493 |
|
Trendmaker |
|
|
183,157 |
|
|
|
176,696 |
|
TRI Pointe |
|
|
677,010 |
|
|
|
613,666 |
|
Winchester |
|
|
275,711 |
|
|
|
258,389 |
|
Total |
|
$ |
2,409,306 |
|
|
$ |
2,280,183 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
|
|
|
|
|
Maracay |
|
$ |
170,872 |
|
|
$ |
170,932 |
|
Pardee |
|
|
1,045,570 |
|
|
|
1,000,489 |
|
Quadrant |
|
|
168,509 |
|
|
|
167,796 |
|
Trendmaker |
|
|
211,780 |
|
|
|
195,829 |
|
TRI Pointe |
|
|
817,180 |
|
|
|
764,001 |
|
Winchester |
|
|
300,678 |
|
|
|
281,547 |
|
Corporate |
|
|
257,658 |
|
|
|
332,930 |
|
Total |
|
$ |
2,972,247 |
|
|
$ |
2,913,524 |
|
|
Receivables consisted of the following (in thousands):
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2015 |
|
|
2014 |
|
||
Accounts receivable, net |
|
$ |
12,980 |
|
|
$ |
9,771 |
|
Warranty insurance receivable (Note 15) |
|
|
9,732 |
|
|
|
10,047 |
|
Notes and contracts receivable |
|
|
300 |
|
|
|
300 |
|
Total receivables |
|
$ |
23,012 |
|
|
$ |
20,118 |
|
|
Real estate inventories consisted of the following (in thousands):
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2015 |
|
|
2014 |
|
||
Real estate inventories owned: |
|
|
|
|
|
|
|
|
Homes completed or under construction |
|
$ |
565,916 |
|
|
$ |
461,712 |
|
Land under development |
|
|
1,406,944 |
|
|
|
1,391,303 |
|
Land held for future development |
|
|
246,957 |
|
|
|
245,673 |
|
Model homes |
|
|
120,308 |
|
|
|
103,270 |
|
Total real estate inventories owned |
|
|
2,340,125 |
|
|
|
2,201,958 |
|
Real estate inventories not owned: |
|
|
|
|
|
|
|
|
Land purchase and land option deposits |
|
|
34,959 |
|
|
|
44,155 |
|
Consolidated inventory held by VIEs |
|
|
34,222 |
|
|
|
34,070 |
|
Total real estate inventories not owned |
|
|
69,181 |
|
|
|
78,225 |
|
Total real estate inventories |
|
$ |
2,409,306 |
|
|
$ |
2,280,183 |
|
Interest incurred, capitalized and expensed were as follows (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2015 |
|
|
2014 |
|
||
Interest incurred |
|
$ |
15,176 |
|
|
$ |
4,038 |
|
Interest capitalized |
|
|
(15,176 |
) |
|
|
(3,809 |
) |
Interest expensed |
|
$ |
— |
|
|
$ |
229 |
|
Capitalized interest in beginning inventory |
|
$ |
124,461 |
|
|
$ |
138,233 |
|
Interest capitalized as a cost of inventory |
|
|
15,176 |
|
|
|
3,809 |
|
Interest previously capitalized as a cost of inventory, included in cost of sales |
|
|
(6,765 |
) |
|
|
(4,063 |
) |
Capitalized interest in ending inventory |
|
$ |
132,872 |
|
|
$ |
137,979 |
|
Real estate inventory impairments and land option abandonments consisted of the following (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2015 |
|
|
2014 |
|
||
Real estate inventory impairments |
|
$ |
— |
|
|
$ |
10 |
|
Land option abandonments and pre-acquisition costs |
|
|
360 |
|
|
|
458 |
|
Total |
|
$ |
360 |
|
|
$ |
468 |
|
|
Our cumulative investment in entities accounted for on the equity method, including our share of earnings and losses, consisted of the following (in thousands):
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2015 |
|
|
2014 |
|
||
Limited partnership and limited liability company interests |
|
$ |
14,374 |
|
|
$ |
13,710 |
|
General partnership interests |
|
|
3,356 |
|
|
|
3,095 |
|
Total |
|
$ |
17,730 |
|
|
$ |
16,805 |
|
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 income (loss) of unconsolidated entities.
Assets and liabilities of unconsolidated entities (in thousands):
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2015 |
|
|
2014 |
|
||
Assets |
|
|
|
|
|
|
|
|
Cash |
|
$ |
13,897 |
|
|
$ |
17,154 |
|
Receivables |
|
|
10,192 |
|
|
|
9,550 |
|
Real estate inventories |
|
|
89,275 |
|
|
|
95,500 |
|
Other assets |
|
|
772 |
|
|
|
620 |
|
Total assets |
|
$ |
114,136 |
|
|
$ |
122,824 |
|
Liabilities and equity |
|
|
|
|
|
|
|
|
Accounts payable and other liabilities |
|
$ |
13,517 |
|
|
$ |
10,914 |
|
Company's equity |
|
|
17,730 |
|
|
|
16,805 |
|
Outside interests' equity |
|
|
82,889 |
|
|
|
95,105 |
|
Total liabilities and equity |
|
$ |
114,136 |
|
|
$ |
122,824 |
|
Results of operations from unconsolidated entities (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2015 |
|
|
2014 |
|
||
Net sales |
|
$ |
76 |
|
|
$ |
71 |
|
Other operating expense |
|
|
(736 |
) |
|
|
(1,011 |
) |
Other income |
|
|
2 |
|
|
|
2 |
|
Net loss |
|
$ |
(658 |
) |
|
$ |
(938 |
) |
Company's equity in income (loss) of unconsolidated entities |
|
$ |
74 |
|
|
$ |
(68 |
) |
|
The following provides a summary of our interests in land option agreements (in thousands):
|
|
March 31, 2015 |
|
|
December 31, 2014 |
|
||||||||||||||||||
|
|
|
|
|
|
Remaining |
|
|
Consolidated |
|
|
|
|
|
|
Remaining |
|
|
Consolidated |
|
||||
|
|
|
|
|
|
Purchase |
|
|
Inventory |
|
|
|
|
|
|
Purchase |
|
|
Inventory |
|
||||
|
|
Deposits |
|
|
Price |
|
|
Held by VIEs |
|
|
Deposits |
|
|
Price |
|
|
Held by VIEs |
|
||||||
Consolidated VIEs |
|
$ |
7,237 |
|
|
$ |
39,395 |
|
|
$ |
34,222 |
|
|
$ |
8,071 |
|
|
$ |
43,432 |
|
|
$ |
34,070 |
|
Unconsolidated VIEs |
|
|
7,044 |
|
|
|
65,660 |
|
|
N/A |
|
|
|
13,309 |
|
|
|
129,637 |
|
|
N/A |
|
||
Other land option agreements |
|
|
27,915 |
|
|
|
287,559 |
|
|
N/A |
|
|
|
30,846 |
|
|
|
284,819 |
|
|
N/A |
|
||
Total |
|
$ |
42,196 |
|
|
$ |
392,614 |
|
|
$ |
34,222 |
|
|
$ |
52,226 |
|
|
$ |
457,888 |
|
|
$ |
34,070 |
|
|
Goodwill and other intangible assets consisted of the following (in thousands):
|
|
March 31, 2015 |
|
|
December 31, 2014 |
|
||||||||||||||||||
|
|
Gross |
|
|
|
|
|
|
Net |
|
|
Gross |
|
|
|
|
|
|
Net |
|
||||
|
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
||||||
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
||||||
Goodwill |
|
$ |
139,304 |
|
|
$ |
— |
|
|
$ |
139,304 |
|
|
$ |
139,304 |
|
|
$ |
— |
|
|
$ |
139,304 |
|
Trade names |
|
|
27,979 |
|
|
|
(4,854 |
) |
|
|
23,125 |
|
|
|
27,979 |
|
|
|
(4,720 |
) |
|
|
23,259 |
|
Total |
|
$ |
167,283 |
|
|
$ |
(4,854 |
) |
|
$ |
162,429 |
|
|
$ |
167,283 |
|
|
$ |
(4,720 |
) |
|
$ |
162,563 |
|
Expected amortization of our intangible asset related to Maracay for the next five years and thereafter is (in thousands):
|
|
March 31, |
|
|
|
|
2015 |
|
|
Remainder of 2015 |
|
$ |
401 |
|
2016 |
|
|
534 |
|
2017 |
|
|
534 |
|
2018 |
|
|
534 |
|
2019 |
|
|
534 |
|
Thereafter |
|
|
3,288 |
|
Total |
|
$ |
5,825 |
|
|
Other assets consisted of the following (in thousands):
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2015 |
|
|
2014 |
|
||
Prepaid expenses |
|
$ |
26,200 |
|
|
$ |
29,111 |
|
Refundable fees and other deposits |
|
|
15,976 |
|
|
|
15,581 |
|
Development rights, held for future use or sale |
|
|
7,409 |
|
|
|
7,409 |
|
Deferred loan costs on Senior Notes |
|
|
22,876 |
|
|
|
23,686 |
|
Operating properties and equipment, net |
|
|
10,990 |
|
|
|
11,719 |
|
Income tax receivable |
|
|
7,606 |
|
|
|
10,713 |
|
Other |
|
|
6,337 |
|
|
|
7,186 |
|
Total |
|
$ |
97,394 |
|
|
$ |
105,405 |
|
|
Accrued expenses and other liabilities consisted of the following (in thousands):
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2015 |
|
|
2014 |
|
||
Accrued payroll and related costs |
|
$ |
16,558 |
|
|
$ |
24,717 |
|
Warranty reserves (Note 15) |
|
|
33,965 |
|
|
|
33,270 |
|
Estimated cost for completion |
|
|
53,737 |
|
|
|
54,437 |
|
Customer deposits |
|
|
16,536 |
|
|
|
14,229 |
|
Debt (nonrecourse) held by VIEs (Note 9) |
|
|
8,770 |
|
|
|
9,512 |
|
Income tax liability to Weyerhaeuser (Note 18) |
|
|
15,747 |
|
|
|
15,659 |
|
Liability for uncertain tax positions (Note 17) |
|
|
14,685 |
|
|
|
13,797 |
|
Accrued interest on Senior Notes and notes payable |
|
|
14,683 |
|
|
|
3,059 |
|
Accrued insurance expense |
|
|
6,508 |
|
|
|
9,180 |
|
Other |
|
|
29,412 |
|
|
|
32,149 |
|
Total |
|
$ |
210,601 |
|
|
$ |
210,009 |
|
|
Senior notes consisted of the following (in thousands):
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2015 |
|
|
2014 |
|
||
4.375% Senior Notes due June 15, 2019, net of discount |
|
$ |
445,727 |
|
|
$ |
445,501 |
|
5.875% Senior Notes due June 15, 2024, net of discount |
|
|
442,155 |
|
|
|
442,001 |
|
Total |
|
$ |
887,882 |
|
|
$ |
887,502 |
|
Notes payable and other borrowings consisted of the following (in thousands):
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2015 |
|
|
2014 |
|
||
Unsecured revolving credit facility |
|
$ |
309,392 |
|
|
$ |
260,000 |
|
Seller financed loans |
|
|
12,750 |
|
|
|
14,677 |
|
Total |
|
$ |
322,142 |
|
|
$ |
274,677 |
|
|
A summary of assets and liabilities at March 31, 2015 and December 31, 2014, related to our financial instruments, measured at fair value on a recurring basis, is set forth below (in thousands):
|
|
|
|
March 31, 2015 |
|
|
December 31, 2014 |
|
||||||||||
|
|
Hierarchy |
|
Book Value |
|
|
Fair Value |
|
|
Book Value |
|
|
Fair Value |
|
||||
Receivables (1) |
|
Level 3 |
|
$ |
23,012 |
|
|
$ |
23,012 |
|
|
$ |
20,118 |
|
|
$ |
20,118 |
|
Senior Notes (2) |
|
Level 2 |
|
|
887,882 |
|
|
|
880,875 |
|
|
|
887,502 |
|
|
|
896,625 |
|
Notes payable and other borrowings (3) |
|
Level 3 |
|
|
322,142 |
|
|
|
322,142 |
|
|
|
274,677 |
|
|
|
274,677 |
|
At March 31, 2015 and December 31, 2014, the carrying value of cash and cash equivalents approximated fair value.
(1) |
The estimated fair value of our receivables was based on the discounted value of the expected future cash flows using current rates for similar receivables. The book value of our receivables equaled the fair value as of March 31, 2015 and December 31, 2014 due to the short-term nature of the remaining receivables. |
(2) |
The estimated fair value of our Senior Notes at March 31, 2015 and December 31, 2014 is based on quoted market prices. |
(3) |
We believe that the carrying value of our notes payable and other borrowings approximates fair value. |
The following table presents impairment charges and the remaining net fair value for nonfinancial assets that were measured during the periods presented (in thousands):
|
|
|
|
Year Ended |
|
|
Year Ended |
|
||||||||||
|
|
|
|
March 31, 2015 |
|
|
December 31, 2014 |
|
||||||||||
|
|
|
|
|
|
|
|
Fair Value |
|
|
|
|
|
|
Fair Value |
|
||
|
|
|
|
Impairment |
|
|
Net of |
|
|
Impairment |
|
|
Net of |
|
||||
|
|
Hierarchy |
|
Charge |
|
|
Impairment |
|
|
Charge |
|
|
Impairment |
|
||||
Real estate inventories |
|
Level 3 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
931 |
|
|
$ |
20,329 |
|
|
Warranty reserves consisted of the following (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2015 |
|
|
2014 |
|
||
Warranty reserves, beginning of period |
|
$ |
33,270 |
|
|
$ |
24,449 |
|
Warranty reserves accrued |
|
|
2,872 |
|
|
|
4,392 |
|
Adjustments to pre-existing reserves |
|
|
301 |
|
|
|
(1,996 |
) |
Warranty expenditures |
|
|
(2,478 |
) |
|
|
(2,467 |
) |
Warranty reserves, end of period |
|
$ |
33,965 |
|
|
$ |
24,378 |
|
|
The following table presents compensation expense recognized related to all stock-based awards (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2015 |
|
|
2014 |
|
||
Total stock-based compensation |
|
$ |
2,381 |
|
|
$ |
1,293 |
|
The following table presents a summary of stock option awards for the three months ended March 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Weighted |
|
|
|
|
|
||
|
|
|
|
|
|
Average |
|
|
Average |
|
|
Aggregate |
|
|||
|
|
|
|
|
|
Exercise |
|
|
Remaining |
|
|
Intrinsic |
|
|||
|
|
|
|
|
|
Price |
|
|
Contractual |
|
|
Value |
|
|||
|
|
Options |
|
|
Per Share |
|
|
Life |
|
|
(in 000's) |
|
||||
Options outstanding at December 31, 2014 |
|
|
3,322,549 |
|
|
$ |
13.08 |
|
|
|
6.0 |
|
|
$ |
7,841 |
|
Granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Exercised |
|
|
(55,056 |
) |
|
|
10.51 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(5,603 |
) |
|
|
11.34 |
|
|
|
|
|
|
|
|
|
Options outstanding at March 31, 2015 |
|
|
3,261,890 |
|
|
|
13.13 |
|
|
|
5.8 |
|
|
|
7,495 |
|
Options exercisable at March 31, 2015 |
|
|
2,262,560 |
|
|
|
12.64 |
|
|
|
4.7 |
|
|
|
6,324 |
|
The following table presents a summary of restricted stock units (“RSUs”) for the three months ended March 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Aggregate |
|
||
|
|
Restricted |
|
|
Grant Date |
|
|
Intrinsic |
|
|||
|
|
Stock |
|
|
Fair Value |
|
|
Value |
|
|||
|
|
Units |
|
|
Per Share |
|
|
(in 000's) |
|
|||
Nonvested RSUs at December 31, 2014 |
|
|
882,709 |
|
|
$ |
15.62 |
|
|
$ |
13,461 |
|
Granted |
|
|
1,511,491 |
|
|
|
11.46 |
|
|
|
17,315 |
|
Vested |
|
|
(331,342 |
) |
|
|
13.09 |
|
|
|
|
|
Forfeited |
|
|
(3,009 |
) |
|
|
15.74 |
|
|
|
|
|
Nonvested RSUs at March 31, 2015 |
|
|
2,059,849 |
|
|
|
12.54 |
|
|
|
31,783 |
|
|
Weyerhaeuser-allocated corporate general and administrative expenses were as follows (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
|
2015 |
|
|
|
2014 |
|
Weyerhaeuser-allocated costs |
|
$ |
— |
|
|
$ |
5,547 |
|
|
The following are supplemental disclosures to the consolidated statements of cash flows (in thousands):
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2015 |
|
|
2014 |
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
Interest, net of amounts capitalized |
|
$ |
— |
|
|
$ |
— |
|
Income taxes |
|
$ |
1,504 |
|
|
$ |
— |
|
Supplemental disclosures of noncash activities: |
|
|
|
|
|
|
|
|
Amortization of senior note discount |
|
$ |
380 |
|
|
$ |
— |
|
Effect of net consolidation and de-consolidation of variable interest entities: |
|
|
|
|
|
|
|
|
Increase in consolidated real estate inventory not owned |
|
$ |
1,453 |
|
|
$ |
5,629 |
|
Increase (decrease) in deposits on real estate under option or contract and other assets |
|
$ |
129 |
|
|
$ |
(1,700 |
) |
Increase in noncontrolling interests |
|
$ |
(1,582 |
) |
|
$ |
(3,929 |
) |
|
Condensed Consolidating Balance Sheet (in thousands):
|
|
March 31, 2015 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
TRI Pointe |
|
|
Guarantor |
|
|
Consolidating |
|
|
TRI Pointe |
|
||||
|
|
Homes, Inc. |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Homes, Inc. |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
29,887 |
|
|
$ |
76,686 |
|
|
$ |
— |
|
|
$ |
106,573 |
|
Receivables |
|
|
4,257 |
|
|
|
18,755 |
|
|
|
— |
|
|
|
23,012 |
|
Intercompany receivables |
|
|
861,518 |
|
|
|
— |
|
|
|
(861,518 |
) |
|
|
— |
|
Real estate inventories |
|
|
677,010 |
|
|
|
1,732,296 |
|
|
|
— |
|
|
|
2,409,306 |
|
Investments in unconsolidated entities |
|
|
— |
|
|
|
17,730 |
|
|
|
— |
|
|
|
17,730 |
|
Goodwill and other intangible assets, net |
|
|
162,429 |
|
|
|
— |
|
|
|
— |
|
|
|
162,429 |
|
Investments in subsidiaries |
|
|
975,284 |
|
|
|
— |
|
|
|
(975,284 |
) |
|
|
— |
|
Deferred tax assets |
|
|
23,630 |
|
|
|
132,173 |
|
|
|
— |
|
|
|
155,803 |
|
Other assets |
|
|
55,273 |
|
|
|
42,121 |
|
|
|
— |
|
|
|
97,394 |
|
Total Assets |
|
$ |
2,789,288 |
|
|
$ |
2,019,761 |
|
|
$ |
(1,836,802 |
) |
|
$ |
2,972,247 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
20,114 |
|
|
$ |
40,881 |
|
|
$ |
— |
|
|
$ |
60,995 |
|
Intercompany payables |
|
|
— |
|
|
|
861,518 |
|
|
|
(861,518 |
) |
|
|
— |
|
Accrued expenses and other liabilities |
|
|
69,123 |
|
|
|
141,478 |
|
|
|
— |
|
|
|
210,601 |
|
Notes payable and other borrowings |
|
|
321,542 |
|
|
|
600 |
|
|
|
— |
|
|
|
322,142 |
|
Senior notes |
|
|
887,882 |
|
|
|
— |
|
|
|
— |
|
|
|
887,882 |
|
Total Liabilities |
|
|
1,298,661 |
|
|
|
1,044,477 |
|
|
|
(861,518 |
) |
|
|
1,481,620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity |
|
|
1,490,627 |
|
|
|
975,284 |
|
|
|
(975,284 |
) |
|
|
1,490,627 |
|
Total Liabilities and Equity |
|
$ |
2,789,288 |
|
|
$ |
2,019,761 |
|
|
$ |
(1,836,802 |
) |
|
$ |
2,972,247 |
|
Condensed Consolidating Balance Sheet (in thousands):
|
|
December 31, 2014 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
TRI Pointe |
|
|
Guarantor |
|
|
Consolidating |
|
|
TRI Pointe |
|
||||
|
|
Homes, Inc. |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Homes, Inc. |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
105,888 |
|
|
$ |
64,741 |
|
|
$ |
— |
|
|
$ |
170,629 |
|
Receivables |
|
|
5,050 |
|
|
|
15,068 |
|
|
|
— |
|
|
|
20,118 |
|
Intercompany receivables |
|
|
797,480 |
|
|
|
— |
|
|
|
(797,480 |
) |
|
|
— |
|
Real estate inventories |
|
|
613,665 |
|
|
|
1,666,518 |
|
|
|
— |
|
|
|
2,280,183 |
|
Investments in unconsolidated entities |
|
|
— |
|
|
|
16,805 |
|
|
|
— |
|
|
|
16,805 |
|
Goodwill and other intangible assets, net |
|
|
156,603 |
|
|
|
5,960 |
|
|
|
— |
|
|
|
162,563 |
|
Investments in subsidiaries |
|
|
959,693 |
|
|
|
— |
|
|
|
(959,693 |
) |
|
|
— |
|
Deferred tax assets |
|
|
23,630 |
|
|
|
134,191 |
|
|
|
— |
|
|
|
157,821 |
|
Other assets |
|
|
55,199 |
|
|
|
50,206 |
|
|
|
— |
|
|
|
105,405 |
|
Total Assets |
|
$ |
2,717,208 |
|
|
$ |
1,953,489 |
|
|
$ |
(1,757,173 |
) |
|
$ |
2,913,524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
25,800 |
|
|
$ |
43,060 |
|
|
$ |
— |
|
|
$ |
68,860 |
|
Intercompany payables |
|
|
— |
|
|
|
797,480 |
|
|
|
(797,480 |
) |
|
|
— |
|
Accrued expenses and other liabilities |
|
|
57,353 |
|
|
|
152,656 |
|
|
|
— |
|
|
|
210,009 |
|
Notes payable and other borrowings |
|
|
274,077 |
|
|
|
600 |
|
|
|
— |
|
|
|
274,677 |
|
Senior notes |
|
|
887,502 |
|
|
|
— |
|
|
|
— |
|
|
|
887,502 |
|
Total Liabilities |
|
|
1,244,732 |
|
|
|
993,796 |
|
|
|
(797,480 |
) |
|
|
1,441,048 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity |
|
|
1,472,476 |
|
|
|
959,693 |
|
|
|
(959,693 |
) |
|
|
1,472,476 |
|
Total Liabilities and Equity |
|
$ |
2,717,208 |
|
|
$ |
1,953,489 |
|
|
$ |
(1,757,173 |
) |
|
$ |
2,913,524 |
|
Condensed Consolidating Statement of Operations (in thousands):
|
|
Three Months Ended March 31, 2015 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
TRI Pointe |
|
|
Guarantor |
|
|
Consolidating |
|
|
TRI Pointe |
|
||||
|
|
Homes, Inc. |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Homes, Inc. |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home sales |
|
$ |
106,858 |
|
|
$ |
267,407 |
|
|
$ |
— |
|
|
$ |
374,265 |
|
Land and lot sales |
|
|
— |
|
|
|
2,000 |
|
|
|
— |
|
|
|
2,000 |
|
Other operations |
|
|
— |
|
|
|
993 |
|
|
|
— |
|
|
|
993 |
|
Total revenues |
|
|
106,858 |
|
|
|
270,400 |
|
|
|
— |
|
|
|
377,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of home sales |
|
|
86,981 |
|
|
|
212,926 |
|
|
|
— |
|
|
|
299,907 |
|
Cost of land and lot sales |
|
|
— |
|
|
|
2,308 |
|
|
|
— |
|
|
|
2,308 |
|
Other operations |
|
|
— |
|
|
|
562 |
|
|
|
— |
|
|
|
562 |
|
Sales and marketing |
|
|
4,981 |
|
|
|
18,305 |
|
|
|
— |
|
|
|
23,286 |
|
General and administrative |
|
|
12,672 |
|
|
|
15,507 |
|
|
|
— |
|
|
|
28,179 |
|
Restructuring charges |
|
|
— |
|
|
|
222 |
|
|
|
— |
|
|
|
222 |
|
Total expenses |
|
|
104,634 |
|
|
|
249,830 |
|
|
|
— |
|
|
|
354,464 |
|
Income from operations |
|
|
2,224 |
|
|
|
20,570 |
|
|
|
— |
|
|
|
22,794 |
|
Equity in loss of unconsolidated entities |
|
|
— |
|
|
|
74 |
|
|
|
— |
|
|
|
74 |
|
Other income, net |
|
|
39 |
|
|
|
217 |
|
|
|
— |
|
|
|
256 |
|
Income before taxes |
|
|
2,263 |
|
|
|
20,861 |
|
|
|
— |
|
|
|
23,124 |
|
Provision for income taxes |
|
|
(827 |
) |
|
|
(7,000 |
) |
|
|
— |
|
|
|
(7,827 |
) |
Equity in net income of subsidiaries |
|
|
13,861 |
|
|
|
— |
|
|
|
(13,861 |
) |
|
|
— |
|
Net income |
|
$ |
15,297 |
|
|
$ |
13,861 |
|
|
$ |
(13,861 |
) |
|
$ |
15,297 |
|
Condensed Consolidating Statement of Cash Flows (in thousands):
|
|
Three Months Ended March 31, 2015 |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
TRI Pointe |
|
|
Guarantor |
|
|
Consolidating |
|
|
TRI Pointe |
|
||||
|
|
Homes, Inc. |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Homes, Inc. |
|
||||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
$ |
(52,695 |
) |
|
$ |
(55,619 |
) |
|
$ |
— |
|
|
$ |
(108,314 |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(303 |
) |
|
|
(75 |
) |
|
|
— |
|
|
|
(378 |
) |
Investments in unconsolidated entities |
|
|
— |
|
|
|
(978 |
) |
|
|
— |
|
|
|
(978 |
) |
Intercompany |
|
|
(69,212 |
) |
|
|
— |
|
|
|
69,212 |
|
|
|
— |
|
Net cash used in investing activities |
|
|
(69,515 |
) |
|
|
(1,053 |
) |
|
|
69,212 |
|
|
|
(1,356 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings from notes payable |
|
|
50,000 |
|
|
|
— |
|
|
|
— |
|
|
|
50,000 |
|
Repayment of notes payable |
|
|
(2,535 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2,535 |
) |
Net repayments of debt held by variable interest entities |
|
|
— |
|
|
|
(742 |
) |
|
|
— |
|
|
|
(742 |
) |
Contributions from noncontrolling interests |
|
|
— |
|
|
|
873 |
|
|
|
— |
|
|
|
873 |
|
Distributions to noncontrolling interests |
|
|
— |
|
|
|
(726 |
) |
|
|
— |
|
|
|
(726 |
) |
Proceeds from issuance of common stock under share-based awards |
|
|
263 |
|
|
|
— |
|
|
|
— |
|
|
|
263 |
|
Excess tax benefits of share-based awards |
|
|
308 |
|
|
|
— |
|
|
|
— |
|
|
|
308 |
|
Minimum tax withholding paid on behalf of employees for restricted stock units |
|
|
(1,827 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1,827 |
) |
Intercompany |
|
|
— |
|
|
|
69,212 |
|
|
|
(69,212 |
) |
|
|
— |
|
Net cash provided by financing activities |
|
|
46,209 |
|
|
|
68,617 |
|
|
|
(69,212 |
) |
|
|
45,614 |
|
Net (decrease) increase in cash and cash equivalents |
|
|
(76,001 |
) |
|
|
11,945 |
|
|
|
— |
|
|
|
(64,056 |
) |
Cash and cash equivalents - beginning of year |
|
|
105,888 |
|
|
|
64,741 |
|
|
|
— |
|
|
|
170,629 |
|
Cash and cash equivalents - end of year |
|
$ |
29,887 |
|
|
$ |
76,686 |
|
|
$ |
— |
|
|
$ |
106,573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|