TRI POINTE HOMES, INC., 10-Q filed on 8/7/2014
Quarterly Report
Document and Entity Information
6 Months Ended
Jun. 30, 2014
Jul. 31, 2014
Document And Entity Information [Abstract]
Document Type
10-Q†
Amendment Flag
false†
Document Period End Date
Jun. 30, 2014†
Document Fiscal Year Focus
2014†
Document Fiscal Period Focus
Q2†
Trading Symbol
TPH†
Entity Registrant Name
TRI Pointe Homes, Inc.†
Entity Central Index Key
0001561680†
Current Fiscal Year End Date
--12-31†
Entity Filer Category
Non-accelerated Filer†
Entity Common Stock, Shares Outstanding
161,332,533†
Consolidated Balance Sheets (Unaudited)†(USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Assets
Cash and cash equivalents
$†26,120†
$†35,261†
Real estate inventories
542,037†
455,642†
Contracts and accounts receivable
3,965†
1,697†
Deferred tax assets
4,611†
4,611†
Other assets
24,454†
8,824†
Total Assets
601,187†
506,035†
Liabilities and Stockholders' Equity
Accounts payable
20,640†
23,397†
Accrued liabilities
19,466†
22,220†
Notes payable
227,128†
138,112†
Total Liabilities
267,234†
183,729†
Stockholders' Equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized; no shares outstanding as of June 30, 2014 and December 31, 2013, respectively
0†
0†
Common stock, $0.01 par value, 500,000,000 shares authorized; 31,632,533 and 31,597,907 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively
316†
316†
Additional paid-in capital
312,103†
310,878†
Retained earnings
21,534†
11,112†
Total Stockholders' Equity
333,953†
322,306†
Total Liabilities and Stockholders' Equity
$†601,187†
$†506,035†
Consolidated Balance Sheets (Unaudited) (Parenthetical)†(USD $)
Jun. 30, 2014
Dec. 31, 2013
Statement Of Financial Position [Abstract]
Preferred stock, par value
$†0.01†
$†0.01†
Preferred stock, shares authorized
50,000,000†
50,000,000†
Preferred stock, shares outstanding
  †
  †
Common stock, par value
$†0.01†
$†0.01†
Common stock, shares authorized
500,000,000†
500,000,000†
Common stock, shares issued
31,632,533†
31,597,907†
Common stock, shares outstanding
31,632,533†
31,597,907†
Consolidated Statements of Operations (Unaudited)†(USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Revenues:
Home sales
$†87,336†
$†47,457†
$†160,148†
$†71,314†
Fee building
3,630†
7,661†
Total revenues
87,336†
51,087†
160,148†
78,975†
Expenses:
Cost of home sales
66,655†
38,318†
123,087†
57,767†
Fee building
3,395†
7,020†
Sales and marketing
2,886†
1,791†
5,372†
3,121†
General and administrative
6,875†
4,108†
12,767†
7,421†
Total expenses
76,416†
47,612†
141,226†
75,329†
Income from operations
10,920†
3,475†
18,922†
3,646†
Transaction expenses (Note 1)
(607)
(1,155)
Other income, net
58†
89†
49†
261†
Income before income taxes
10,371†
3,564†
17,816†
3,907†
Provision for income taxes
(4,247)
(1,489)
(7,394)
(1,562)
Net income
$†6,124†
$†2,075†
$†10,422†
$†2,345†
Earnings per share (Note 2)
Basic
$†0.19†
$†0.07†
$†0.33†
$†0.08†
Diluted
$†0.19†
$†0.07†
$†0.33†
$†0.08†
Weighted average number of shares (Note 2)
Basic
31,632,533†
31,597,907†
31,622,956†
29,940,448†
Diluted
31,750,938†
31,614,646†
31,697,057†
29,953,625†
Consolidated Statements of Comprehensive Income (Unaudited)†(USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Statement Of Income And Comprehensive Income [Abstract]
Net income
$†6,124†
$†2,075†
$†10,422†
$†2,345†
Unrealized loss on marketable securities available for sale:
Unrealized holding loss arising during the period
  †
(264)
  †
(163)
Reclassification adjustment included in net income
  †
21†
  †
(19)
Unrealized loss on marketable securities, net
  †
(243)
  †
(182)
Comprehensive income
$†6,124†
$†1,832†
$†10,422†
$†2,163†
Consolidated Statements of Cash Flows (Unaudited)†(USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Cash flows from operating activities
Net income
$†10,422†
$†2,345†
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization
149†
224†
Amortization of stock-based compensation
1,528†
844†
Gain on sale of marketable securities
(19)
Changes in operating assets and liabilities:
Real estate inventories
(86,395)
(107,748)
Contracts and accounts receivable
(2,268)
(900)
Other assets
(11,084)
821†
Accounts payable
(2,757)
(603)
Accrued liabilities
(2,754)
2,442†
Net cash used in operating activities
(93,159)
(102,594)
Cash flows from investing activities
Purchases of furniture and equipment
(248)
(290)
Purchases of marketable securities
(125,000)
Sales of marketable securities
85,000†
Net cash used in investing activities
(248)
(40,290)
Cash flows from financing activities
Borrowings from notes payable
431,189†
53,850†
Repayments of notes payable
(342,173)
(48,661)
Loan origination fees
(4,447)
Minimum tax withholding paid on behalf of employees for stock awards
(303)
Net proceeds from issuance of common stock
155,408†
Net cash provided by financing activities
84,266†
160,597†
Net increase (decrease) in cash and cash equivalents
(9,141)
17,713†
Cash and cash equivalents - beginning of period
35,261†
19,824†
Cash and cash equivalents - end of period
26,120†
37,537†
Supplemental disclosure of cash flow information
Interest paid, net of amounts capitalized
  †
  †
Income taxes paid
$†17,564†
Organization and Basis of Presentation
Organization and Basis of Presentation

1. Organization and Basis of Presentation

Organization

TRI Pointe Homes, Inc. is engaged in the design, construction and sale of innovative single-family homes in major metropolitan areas located throughout California and Colorado. The majority of our revenues and profits are generated in California. Unless the context otherwise requires, the terms “we”, “us”, “our”, “TRI Pointe” and “the Company” refer to TRI Pointe Homes, Inc. (and its consolidated subsidiaries).

Subsequent Events

Merger with Weyerhaeuser Real Estate Company

On July 7, 2014 (the “Closing Date”), TRI Pointe consummated the previously announced merger (the “Merger”) of our wholly owned subsidiary, Topaz Acquisition, Inc. (“Merger Sub”), with and into Weyerhaeuser Real Estate Company (“WRECO”), with WRECO surviving the Merger and becoming our wholly owned subsidiary, as contemplated by the Transaction Agreement, dated as of November 3, 2013 (the “Transaction Agreement”), by and among us, Weyerhaeuser Company, WRECO and Merger Sub. 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) WRECO common shares held by former Weyerhaeuser shareholders were converted into the right to receive, in the aggregate, approximately 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 approximately 19.4% of the then outstanding TRI Pointe common stock, and (iii) 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 an estimated adjustment amount of approximately $31.5 million in cash in accordance with the Transaction Agreement.

TRI Pointe’s Registration Statement on Form S-4, as amended (Registration No. 333-193248), which was declared effective by the U.S. Securities and Exchange Commission on May 22, 2014, sets forth certain additional information regarding the Merger, the WRECO business, and the intended operations of the combined company created as a result of the Merger.

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 and $450 million aggregate principal amount of its 5.875% Senior Notes due 2024 (collectively, the “Notes”). Additionally, WRECO and certain of its subsidiaries (collectively, the “Guarantors”) entered into supplemental indentures (collectively, the “Supplemental Indentures”) pursuant to which they guaranteed TRI Pointe’s obligations with respect to the 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 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 Notes, pursuant to which TRI Pointe and the Guarantors were joined as parties to the Registration Rights Agreements.

The net proceeds of approximately $867.7 million from the offering of the 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 approximately $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 approximately $4.7 million in payment of all unpaid interest on WRECO’s intercompany debt that accrued from November 3, 2013 to the Closing Date. The remaining $124.0 million of proceeds was retained by TRI Pointe.

 

Transaction Expenses

As a result of the Merger, the Company has incurred due diligence, integration and other related transaction expenses during the three and six months ended June 30, 2014 of $607,000 and $1.2 million, respectively. The Company expects to incur significant expenses in connection with the Merger during the three months ended September 30, 2014, including (i) reimbursement of up to $15 million of transaction-related fees and expenses incurred by Weyerhaeuser in accordance with the Transaction Agreement, (ii) approximately $6 million of advisory fees, (iii) approximately $29 million of financing-related fees, $19 million of which will be capitalized as deferred finance related costs, and (iv) accounting, legal and other integration expenses incurred by the Company.

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”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted.

In our opinion, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly our consolidated financial position as of June 30, 2014, the results of our consolidated operations for the three and six months ended June 30, 2014 and 2013, and our consolidated cash flows for the six months ended June 30, 2014 and 2013. The results of our consolidated operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the full year due to the Merger as well as seasonal variations in operating results and other factors. The consolidated balance sheet at December 31, 2013 has been taken from the audited consolidated financial statements as of that date. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2013, which are contained in our annual report on Form 10-K for that period.

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries (other than WRECO and its subsidiaries). 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.

The Merger was accounted for in accordance with ASC 805, “Business Combinations.” For accounting purposes, the Merger was treated as a “reverse acquisition” and WRECO was considered the accounting acquirer. Accordingly, WRECO will be reflected as the predecessor and acquirer in the Company’s (the legal acquirer) financial statements for periods ending after June 30, 2014. Our financial statements will reflect the historical financial statements of WRECO as our historical financial statements, except for the legal capital which will reflect our legal capital (common stock). However, because the Merger was not consummated until July 7, 2014, this quarterly report on Form 10-Q includes the unaudited consolidated financial statements (and discussion thereof in Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) of the Company as of and for June 30, 2014 on a stand-alone basis. The initial accounting for the Merger (including the allocation of the purchase price to acquired assets and liabilities) is not complete given the limited amount of time since the Closing Date.

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 at the date of the financial statements and the reported amounts of costs and expenses during the reporting period. On an ongoing basis, our management evaluates its estimates and judgments. Our management bases its estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ from our estimates under different assumptions or conditions.

Recently Issued Accounting Standards

In April 2014, the FASB issued amendments to Accounting Standards Update 2014-08 (ASU 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. The amendments are effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2014 (early adoption is permitted only for disposals that have not been previously reported). The implementation of the amended guidance is not expected to have a material impact on our consolidated financial position or results of operations.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. 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 Accounting Standards Codification Topic No. 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 annual periods and interim periods within those annual periods beginning after December 15, 2016. 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 potential impact of adopting this guidance on our consolidated financial statements.

Earnings Per Share
Earnings Per Share

2. Earnings Per Share

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

 

     Three Months Ended      Six Months Ended  
     June 30,      June 30,  
     2014      2013      2014      2013  

Numerator:

           

Net income

   $ 6,124       $ 2,075       $ 10,422       $ 2,345   
  

 

 

    

 

 

    

 

 

    

 

 

 

Denominator:

           

Basic weighted-average shares outstanding

     31,632,533         31,597,907         31,622,956         29,940,448   

Effect of dilutive shares:

           

Unvested restricted stock units(1)

     118,405         16,739         74,101         13,177   
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted weighted-average shares outstanding

     31,750,938         31,614,646         31,697,057         29,953,625   
  

 

 

    

 

 

    

 

 

    

 

 

 

Basic earnings per share(2)

   $ 0.19       $ 0.07       $ 0.33       $ 0.08   
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted earnings per share(1)

   $ 0.19       $ 0.07       $ 0.33       $ 0.08   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) For the three and six months ended June 30, 2014 and 2013, no stock options were included in the diluted income per share calculation as the effect of their inclusion would be antidilutive.
(2) On January 30, 2013 the Company completed its initial public offering (“IPO”) in which it issued and sold 10 million shares of common stock at the public offering price of $17.00 per share. Basic and diluted income (loss) per share for the three and six months ended June 30, 2013 give effect to the conversion of the Company’s members’ equity into common stock on January 30, 2013 as though the conversion had occurred as of the beginning of the reporting period or the original date of issuance, if later. The number of shares converted was based on the actual IPO price of $17.00 per share.
Real Estate Inventories
Real Estate Inventories

3. Real Estate Inventories

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

 

     June 30,      December 31,  
     2014      2013  

Inventories owned:

     

Deposits and pre-acquisition costs

   $ 21,889       $ 19,714   

Land under development

     324,132         326,209   

Homes completed or under construction

     168,612         92,901   

Model homes

     27,404         16,818   
  

 

 

    

 

 

 
   $ 542,037       $ 455,642   
  

 

 

    

 

 

 

Model homes, homes completed, and homes under construction include all costs associated with home construction, including land, development, indirect costs, permits, and vertical construction. Land under development includes costs incurred during site development such as land, development, indirect costs, and permits. Land is classified as held for future development if no significant development has occurred.

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

 

     Three Months Ended     Six Months Ended  
     June 30,     June 30,  
     2014     2013     2014     2013  

Interest incurred

   $ 2,068      $ 579      $ 3,304      $ 1,313   

Interest capitalized

     (2,068     (579     (3,304     (1,313
  

 

 

   

 

 

   

 

 

   

 

 

 

Interest expensed

   $ —        $ —        $ —        $ —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Capitalized interest in beginning inventory

   $ 3,078      $ 1,842      $ 2,264      $ 1,364   

Interest capitalized as a cost of inventory

     2,068        579        3,304        1,313   

Interest previously capitalized as a cost of inventory, included in cost of sales

     (557     (502     (979     (758
  

 

 

   

 

 

   

 

 

   

 

 

 

Capitalized interest in ending inventory

   $ 4,589      $ 1,919      $ 4,589      $ 1,919   
  

 

 

   

 

 

   

 

 

   

 

 

 

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 sales as related units are closed.

Other Assets
Other Assets

4. Other Assets

Other Assets consisted of the following (in thousands):

 

     June 30,      December 31,  
     2014      2013  

Deferred loan costs

   $ 4,447       $ 704   

Prepaid insurance

     9,829         5,469   

Other prepaids

     3,273         162   

Other assets

     6,905         2,489   
  

 

 

    

 

 

 
   $ 24,454       $ 8,824   
  

 

 

    

 

 

 
Notes Payable
Notes Payable

5. Notes Payable

Notes payable consisted of the following (in thousands):

 

     June 30,
2014
     December 31,
2013
 

Unsecured revolving credit facility

   $ 210,000       $ —     

Secured revolving credit facilities

     —           90,689   

Seller financed loans

     17,128         —     

Acquisition and development loans

     —           31,591   

Construction loans

     —           15,832   
  

 

 

    

 

 

 
   $ 227,128       $ 138,112   
  

 

 

    

 

 

 

Revolving Credit Facilities

In June of 2014 the Company entered into an unsecured $425 million revolving credit facility (the “Facility”) with various lenders, with one lender serving as the administrative agent for the Facility. The Facility matures on July 1, 2018, and contains a sublimit of $75 million for letters of credit. The Company may borrow under the Facility in the ordinary course of business to fund its operations, including its land development and homebuilding activities. Borrowings under the Facility will be governed by, among other things a borrowing base. Interest rates on borrowings under the 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 June 30, 2014, there was $4.4 million of capitalized other debt financing costs, included in other assets, related to the Facility that will amortize over the life of the Facility.

Prior to the new Facility, the Company had two secured revolving credit facilities, one with a maximum loan commitment of $50 million (“$50 million revolving credit facility”) and another with a maximum loan commitment of $175 million (“$175 million revolving credit facility”), both of which were paid in full and terminated upon consummation of the Facility.

As of June 30, 2014, the outstanding balance under the Facility was $210 million with an interest rate of 2.74% per annum and $126 million of availability after considering the borrowing base provisions and outstanding letters of credit. As noted above, there were no outstanding balances on the $50 million or $175 million revolving credit facility as of June 30, 2014. As of December 31, 2013, the outstanding balance under the $50 million revolving credit facility was $9.1 million with an interest rate of 3.75% per annum and $20.2 million of availability. As of December 31, 2013, the outstanding balance under the $175 million credit facility was $81.5 million with an interest rate of 2.92% per annum and $42.2 million of availability.

Seller Financed, Secured Acquisition and Development and Construction Loans

In May of 2014 the Company entered into a seller financed loan to acquire lots for the construction of homes from an unrelated third party. Principal and interest payments on this loan are due and payable as individual homes associated with the acquired land are delivered with any remaining unpaid balance due in May 2016. As of June 30, 2014, the Company had $17.1 million of notes payable outstanding related to land acquisitions for which seller financing was provided. This note will accrue interest at a rate of 7% per annum, with interest calculated on a daily basis.

The Company has historically entered into secured acquisition and development loan agreements to purchase and develop land parcels. In addition, the Company has entered into secured construction loan agreements for the construction of its model and production homes. In conjunction with the Facility discussed above, all secured acquisition and development and construction loans were paid in full and terminated in June of 2014. As of December 31, 2013, the Company had $43.2 million of aggregate acquisition and development loan commitments and $22.4 million of aggregate construction loan commitments, of which $31.6 million and $15.8 million was outstanding, respectively.

 

Interest Incurred

During the three months ended June 30, 2014 and 2013, the Company incurred interest of $2.1 million and $579,000, respectively, related to all notes payable outstanding during the period. During the six months ended June 30, 2014 and 2013, the Company incurred interest of $3.3 million and $1.3 million, respectively, related to all notes payable outstanding during the period. Included in interest incurred was amortization of deferred financing costs of $636,000 and $0 for the three months ended June 30, 2014 and 2013, respectively. Included in interest incurred was amortization of deferred financing costs of $717,000 and $0 for the six months ended June 30, 2014 and 2013, respectively. Accrued interest payable at June 30, 2014 and 2013 amounted to $103,000 and $160,000, respectively. All interest incurred during the six months ended June 30, 2014 and 2013 was capitalized to real estate inventories.

Covenant Requirements

Under the 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.

Under the $50 million and $175 million revolving credit facilities, the Company was required to comply with certain financial covenants, including but not limited to (i) a minimum tangible net worth; (ii) a maximum total liabilities to tangible net worth ratio; (iii) a minimum liquidity amount; (iv) maximum fixed charge coverage ratio; and (v) maximum land assets to tangible net worth ratio.

The Company was in compliance with all applicable financial covenants as of June 30, 2014 and December 31, 2013.

Senior Notes

See Note 1, Subsequent Events, for a description of the Senior Notes assumed by the Company as part of the Merger, which closed on July 7, 2014.

Fair Value Disclosures
Fair Value Disclosures

6. Fair Value Disclosures

Fair Value Measurements

ASC 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

Nonfinancial assets and liabilities include items such as inventory and long lived assets that are measured at fair value when acquired and resulting from impairment, if deemed necessary. During the six months ended June 30, 2014 and the year ended December 31, 2013, the Company did not record any fair value adjustments to those financial and nonfinancial assets and liabilities measured at fair value on a nonrecurring basis.

Fair Value of Financial Instruments

Financial instruments as of June 30, 2014 were comprised of the Facility and a secured seller financed loan. Financial instruments as of December 31, 2013 were comprised of unsecured and secured revolving credit facilities, secured acquisition and development loan agreements and secured construction loan agreements.

 

At June 30, 2014 and December 31, 2013, as required by ASC 820, Financial Instruments, the following presents net book values and estimated fair values of notes payable (in thousands):

 

        June 30, 2014         December 31, 2013   
     Hierarchy    Cost      Fair Value      Cost      Fair Value  

Notes payable

              

Unsecured revolving credit facility

   Level 2    $ 210,000       $ 210,000       $ —         $ —     

Secured revolving credit facilities

   Level 3      —           —           90,689         90,689   

Seller financed loans

   Level 3      17,128         17,128         —           —     

Acquisition and development loans

   Level 3      —           —           31,591         31,591   

Construction loans

   Level 3      —           —           15,832         15,832   
     

 

 

    

 

 

    

 

 

    

 

 

 

Total notes payable

      $ 227,128       $ 227,128       $ 138,112       $ 138,112   
     

 

 

    

 

 

    

 

 

    

 

 

 

The book value of our seller financed loans and unsecured revolving credit facility at June 30, 2014 approximated fair value due to the limited amount of time since we entered into the arrangements in May 2014 and June 2014, respectively. Estimated fair values of the outstanding secured revolving credit facilities, acquisition and development loans, and construction loans at December 31, 2013 were based on cash flow models discounted at market interest rates that considered underlying risks of the debt. Due to the short term nature of the secured revolving credit facilities, acquisition and development loans and construction loans, book value approximated fair value at December 31, 2013.

Commitments and Contingencies
Commitments and Contingencies

7. Commitments and Contingencies

Legal Matters

Lawsuits, claims and proceedings have been or 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. If our evaluations indicate loss contingencies that could be material are not probable, but are reasonably possible, we will disclose their nature with an estimate of possible range of losses or a statement that such loss is not reasonably estimable. At June 30, 2014, the Company did not have any accruals for asserted or unasserted matters.

Warranty

The Company currently provides a limited one year warranty covering workmanship and materials. In addition, our limited warranty (generally ranging from a minimum of two years up to the period covered by the applicable statute of repose) covers certain defined construction defects. The limited warranty covering construction defects is transferable to subsequent buyers not under direct contract with us and requires that homebuyers agree to the definitions and procedures set forth in the warranty, including the submission of unresolved construction-related disputes to binding arbitration. We reserve up to 1.0% of the sales price of each home to cover our estimated costs of self-insured retentions and deductible amounts under our general liability insurance policy and estimated costs for claims that may not be covered by applicable insurance or indemnities from our subcontractors. We believe that our reserves are adequate to cover the ultimate resolution of our potential liabilities associated with known and anticipated warranty and construction defect related claims and litigation.

Estimated future direct warranty costs are accrued in accrued liabilities on the balance sheet and charged to cost of sales in the period when the related homebuilding revenues are recognized. Amounts accrued are based upon historical experience rates. We also consider historical experience of our peers due to our limited history related to home sales. Indirect warranty overhead salaries and related costs are charged to the reserve in the period incurred. We assess the adequacy of our warranty accrual on a quarterly basis and adjust the amounts recorded if necessary.

We subcontract our homebuilding work to certain subcontractors who provide us with an indemnity and a certificate of insurance prior to receiving payments for their work and, therefore, claims relating to workmanship and materials are the primary responsibility of these subcontractors. However, such indemnity is significantly limited with respect to subcontractors that do not provide us with a certificate of insurance who we add to our general liability insurance policy.

 

There can be no assurance, however, 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, the 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 of our subcontractors.

Warranty reserves consisted of the following (in thousands):

 

     Three Months Ended     Six Months Ended  
     June 30,     June 30,  
     2014     2013     2014     2013  

Warranty reserves, beginning of period

   $ 3,636      $ 1,575      $ 3,338      $ 1,593   

Warranty reserves accrued

     873        621        1,600        728   

Warranty expenditures

     (480     (257     (909     (382
  

 

 

   

 

 

   

 

 

   

 

 

 

Warranty reserves, end of period

   $ 4,029      $ 1,939      $ 4,029      $ 1,939   
  

 

 

   

 

 

   

 

 

   

 

 

 

Performance Bonds

We obtain surety bonds in the normal course of business to ensure completion of certain infrastructure improvements of our projects. As of June 30, 2014 and December 31, 2013, the Company had outstanding surety bonds totaling $38.8 million and $41.4 million, respectively. The beneficiaries of the bonds are various municipalities.

Purchase Obligations

In the ordinary course of business, we enter into land option contracts in order to procure lots for the construction of our homes. We are subject to customary obligations associated with entering into contracts for the purchase of land and improved lots. These purchase contracts typically require a cash deposit and the purchase of properties under these contracts is generally contingent upon satisfaction of certain requirements by the sellers, including obtaining applicable property and development entitlements. We also utilize option contracts with land sellers as a method of acquiring land in staged takedowns, to help us manage the financial and market risk associated with land holdings, and to reduce the use of funds from our corporate financing sources. Option contracts generally require a non-refundable deposit for the right to acquire lots over a specified period of time at pre-determined prices. We generally have the right at our discretion to terminate our obligations under both purchase contracts and option contracts by forfeiting our cash deposit with no further financial responsibility to the land seller. As of June 30, 2014, we had $21.9 million of non-refundable cash deposits pertaining to land option contracts and purchase contracts for 1,224 lots with an aggregate remaining purchase price of approximately $255.7 million (net of deposits). As of December 31, 2013, we had $19.7 million of non-refundable cash deposits pertaining to land option contracts and purchase contracts for 1,184 lots with an aggregate remaining purchase price of approximately $262.1 million (net of deposits).

Our utilization of land option contracts is dependent on, among other things, the availability of land sellers willing to enter into option takedown arrangements, the availability of capital to financial intermediaries to finance the development of optioned lots, general housing market conditions, and local market dynamics. Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions.

We analyze each of our land option contracts under the provisions of ASC 810, Consolidation (“ASC 810”). Under ASC 810, a non-refundable deposit paid to an entity is deemed to be a variable interest that will absorb some or all of the entity’s expected losses if they occur. Our land purchase and lot option deposits generally represent our maximum exposure to the land seller if we elect not to purchase the optioned property. In some instances, we may also expend funds for due diligence, development and construction activities with respect to optioned land prior to takedown. Such costs are classified as inventories owned, which we would have to write off should we not exercise the option. Therefore, whenever we enter into a land option or purchase contract with an entity and make a non-refundable deposit, a variable interest entity (“VIE”) may have been created for financial reporting purposes. As of June 30, 2014 and December 31, 2013, the Company was not required to consolidate any VIEs nor did the Company write off any costs that had been capitalized under lot option contracts. In accordance with ASC 810, we perform ongoing reassessments of whether we are the primary beneficiary of a VIE.

Stockholders' Equity and Stock-Based Compensation
Stockholders' Equity and Stock-Based Compensation

8. Stockholders’ Equity and Stock-Based Compensation

Stockholders’ Equity

A summary of changes in our stockholders’ equity is presented below (in thousands):

 

     Six Months Ended June 30, 2013  
                         Accumulated                    
            Additional            Other     Total              
     Common      Paid-in      Accumulated     Comprehensive     Stockholders’     Members’     Total  
     Stock      Capital      Deficit     Income     Equity     Equity     Equity  

Balance at December 31, 2012

   $ —         $ —         $ —        $ —        $ —        $ 149,153      $ 149,153   

Net income

     —           —           2,345        —          2,345        —          2,345   

Unrealized loss on available-for-sale-investments

     —           —           —          (182     (182     —          (182
            

 

 

     

 

 

 

Total comprehensive income

               2,163          2,163   

Conversion of members’ equity into common stock

     216         153,199         (4,262     —          149,153        (149,153     —     

Issuance of common stock, net of issuance costs

     100         155,308         —          —          155,408        —          155,408   

Stock-based compensation expense

     —           844         —          —          844        —          844   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2013

   $ 316       $ 309,351       $ (1,917   $ (182   $ 307,568      $ —        $ 307,568   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     Six Months Ended June 30, 2014  
            Additional            Total  
     Common      Paid-in     Retained      Stockholders’  
     Stock      Capital     Earnings      Equity  

Balance at December 31, 2013

   $ 316       $ 310,878      $ 11,112       $ 322,306   

Net income

     —           —          10,422         10,422   

Stock-based compensation expense

     —           1,528           1,528   

Minimum tax withholding paid on behalf of employees for stock awards

     —           (303     —           (303
  

 

 

    

 

 

   

 

 

    

 

 

 

Balance at June 30, 2014

   $ 316       $ 312,103      $ 21,534       $ 333,953   
  

 

 

    

 

 

   

 

 

    

 

 

 

In January 2013, the Company completed its IPO in which it issued and sold 10,000,000 shares of common stock at the public offering price of $17.00 per share. The Company received $155.4 million in net proceeds after deducting underwriting discounts and commissions of $11.9 million and other net offering expenses of $2.7 million. In preparation of the IPO, the Company reorganized from a Delaware limited liability company into a Delaware corporation and was renamed TRI Pointe Homes, Inc. Upon the close of the IPO and as of June 30, 2013, the Company had 31,597,907 common shares outstanding. As of June 30, 2014, the Company had 31,632,533 common shares outstanding.

Stock-Based Compensation

The Company’s stock compensation plan, the 2013 Long-Term Incentive Plan (“2013 Incentive Plan”), was adopted by our board of directors 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 or any predecessor 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 our the 2013 Incentive Plan. As of June 30, 2014 there were 10,942,517 shares available for future grant in the 2013 Incentive Plan.

The Company has issued stock option awards and restricted stock unit awards against the 2013 Incentive Plan. The exercise price of our stock-based awards may not be less than the market value of our common stock on the date of grant. The fair value for stock options is established at the date of grant using the Black-Scholes model for time based vesting awards. Our stock option awards typically vest over a one to three year period and expire ten years from the date of grant. Our restricted stock awards are valued based on the closing price of our common stock on the date of grant and typically vest over a one to three year period.

 

The following table presents compensation expense recognized related to all stock-based awards (in thousands):

 

     Three Months Ended      Six Months Ended  
     June 30,      June 30,  
     2014      2013      2014      2013  

Total stock-based compensation

   $ 962       $ 517       $ 1,528       $ 844   
  

 

 

    

 

 

    

 

 

    

 

 

 

As of June 30, 2014, total unrecognized stock based compensation related to all stock-based awards was $7.7 million and the weighted average term over which the expense was expected to be recognized was 2.0 years.

Summary of Stock Option Activity

The following table presents a summary of stock option awards relating to our 2013 Incentive Plan for the six months ended June 30, 2014:

 

     Six Months Ended June, 30 2014  
            Weighted      Weighted         
            Average      Average      Aggregate  
            Exercise      Remaining      Intrinsic  
            Price      Contractual      Value  
     Options      Per Share      Life      (in 000’s)  

Options outstanding at December 31, 2013

     285,900       $ 17.04         9.1       $ 827   

Granted

     154,598         16.17         9.8         —     

Exercised

     —           —           —           —     

Forfeited

     —           —           —           —     
  

 

 

          

Options outstanding at June 30, 2014

     440,498         16.73         9.0         —     
  

 

 

          

Options exercisable at June 30, 2014

     97,767         17.11         8.6         —     
  

 

 

          
           

On April 7, 2014, the Company granted an aggregate of 154,598 stock options to members of the executive management team. The stock option awards granted on April 7, 2014 ratably vest annually on the anniversary of the grant date over a three year period. The fair value for stock option awards granted on April 7, 2014 was $9.46 per share and was established at the date of grant using an option based model.

Summary of Restricted Stock Unit Activity

The following table presents a summary of restricted stock units (“RSUs”) relating to our 2013 Incentive Plan for the six months ended June 30, 2014:

 

     Six Months Ended June 30, 2014  
           Weighted         
           Average      Aggregate  
           Grant Date      Intrinsic  
     Restricted Stock     Fair Value      Value  
     Units     Per Share      (in 000’s)  

Nonvested RSUs at December 31, 2013

     145,517      $ 17.68       $ 2,900   

Granted

     217,839        16.17         3,424   

Vested

     (51,598     17.81         —     

Forfeited

     (1,566     18.30         25   
  

 

 

      

Nonvested RSUs at June 30, 2014

     310,192        16.60         4,876   
  

 

 

      

On April 7, 2014, the Company granted an aggregate of 217,839 restricted stock units to employees, officers and directors. The restricted stock units granted to employees and officers on April 7, 2014 ratably vest annually on the anniversary of the grant date over a three year period. The restricted stock units granted to directors on April 7, 2014 vest on January 31, 2015, except the restricted stock units granted to directors who left the Board upon the closing of the WRECO transaction vested on the date they left the Board based on the number of days served in 2014. The fair value of each restricted stock award granted on April 7, 2014 was measured using a price of $16.17 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 August 5, 2014, the Company granted an aggregate of 56,448 restricted stock units to its board of directors. The restricted stock units granted to directors on August 5, 2014 vest on May 1, 2015. The fair value of each restricted stock award granted on August 5, 2014 was measured using $13.34 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.

Summary of Equity Based Incentive Units

On September 24, 2010, the Company granted equity based incentive units to management. In connection with our initial public offering in January 2013, the incentive units converted into shares of common stock. The recipients of the equity based incentive units have all the rights of a stockholder, including the rights to vote those shares and receive any dividends or distributions made with respect to those shares and any shares or other property received in respect of those shares; provided, however, any non-cash dividend or distribution with respect to the common stock shall be subject to the same vesting provisions as the incentive units. The vesting terms of the equity based incentive units are as follows: (1)18.75% of such units vested, subject to limitation in (3) below on the date following the first-year anniversary of the date of such officer’s employment; (2) 56.25% of such units vest, subject to limitation in (3) below in equal quarterly installments between the first and fourth-year anniversary of the date of such officer’s employment; (3) 25% of the awards granted in (1) and (2) will vest upon a liquidity event, as defined in each such recipient’s employment agreement; and (4) 25% of such units will be converted into a number of shares of restricted stock prior to a liquidity event. The grant-date fair value of the equity based incentive units granted during the period ended December 31, 2010 was $3.3 million. The Company did not grant any equity based incentive units and no equity based incentive units were forfeited during the six months ended June 30, 2014. The Merger constituted a liquidity event as defined in each recipient’s employment agreement. As a result, 25% of the equity based incentive units vested. Refer to Note 1, Subsequent Events for a description of the Merger.

Income Taxes
Income Taxes

9. Income Taxes

The Company accounts for income taxes in accordance with ASC 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.

As of June 30, 2014 and December 31, 2013, we had $4.6 million in deferred tax assets with no valuation allowance. 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 income tax provision totaled $4.2 million and $1.5 million for the three months ended June 30, 2014 and 2013, respectively. Our income tax provision totaled $7.4 million and $1.6 million for the six months ended June 30, 2014 and 2013, respectively. The Company classifies any interest and penalties related to income taxes assessed by jurisdiction as part of income tax expense. The Company has concluded that there were no significant uncertain tax positions requiring recognition in its financial statements, nor has the Company been assessed interest or penalties by any major tax jurisdictions related to prior years. As of June 30, 2014, the earliest tax year still subject to examination by the Internal Revenue Service is 2010. The earliest year still subject to examination by a significant state or local taxing jurisdiction is 2010.

Segment Information
Segment Information

10. Segment Information

The Company’s operations are organized into two reportable segments: homebuilding and fee building (construction services). In accordance with ASC 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.

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.

As of December 31, 2013 we had completed all construction activity related to our fee building projects and do not expect material fee building activity in the future. Financial information relating to reportable segments for the three and six months ended June 30, 2014 and 2013, was as follows (in thousands):

 

     Three Months Ended      Six Months Ended  
     June 30,      June 30,  
     2014      2013      2014      2013  

Revenues

           

Homebuilding

   $ 87,336       $ 47,457       $ 160,148       $ 71,314   

Fee building

     —           3,630         —           7,661   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 87,336       $ 51,087       $ 160,148       $ 78,975   
  

 

 

    

 

 

    

 

 

    

 

 

 

Gross profit

           

Homebuilding

   $ 20,681       $ 9,139       $ 37,061       $ 13,547   

Fee building

     —           235         —           641   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 20,681       $ 9,374       $ 37,061       $ 14,188   
  

 

 

    

 

 

    

 

 

    

 

 

 
     June 30,      December 31,  
     2014      2013  

Assets

     

Homebuilding

   $ 601,187       $ 505,174   

Fee building

     —           861   
  

 

 

    

 

 

 
   $ 601,187       $ 506,035   
  

 

 

    

 

 

 
Organization and Basis of Presentation (Policies)

Organization

TRI Pointe Homes, Inc. is engaged in the design, construction and sale of innovative single-family homes in major metropolitan areas located throughout California and Colorado. The majority of our revenues and profits are generated in California. Unless the context otherwise requires, the terms “we”, “us”, “our”, “TRI Pointe” and “the Company” refer to TRI Pointe Homes, Inc. (and its consolidated subsidiaries).

Subsequent Events

Merger with Weyerhaeuser Real Estate Company

On July 7, 2014 (the “Closing Date”), TRI Pointe consummated the previously announced merger (the “Merger”) of our wholly owned subsidiary, Topaz Acquisition, Inc. (“Merger Sub”), with and into Weyerhaeuser Real Estate Company (“WRECO”), with WRECO surviving the Merger and becoming our wholly owned subsidiary, as contemplated by the Transaction Agreement, dated as of November 3, 2013 (the “Transaction Agreement”), by and among us, Weyerhaeuser Company, WRECO and Merger Sub. 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) WRECO common shares held by former Weyerhaeuser shareholders were converted into the right to receive, in the aggregate, approximately 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 approximately 19.4% of the then outstanding TRI Pointe common stock, and (iii) 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 an estimated adjustment amount of approximately $31.5 million in cash in accordance with the Transaction Agreement.

TRI Pointe’s Registration Statement on Form S-4, as amended (Registration No. 333-193248), which was declared effective by the U.S. Securities and Exchange Commission on May 22, 2014, sets forth certain additional information regarding the Merger, the WRECO business, and the intended operations of the combined company created as a result of the Merger.

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 and $450 million aggregate principal amount of its 5.875% Senior Notes due 2024 (collectively, the “Notes”). Additionally, WRECO and certain of its subsidiaries (collectively, the “Guarantors”) entered into supplemental indentures (collectively, the “Supplemental Indentures”) pursuant to which they guaranteed TRI Pointe’s obligations with respect to the 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 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 Notes, pursuant to which TRI Pointe and the Guarantors were joined as parties to the Registration Rights Agreements.

The net proceeds of approximately $867.7 million from the offering of the 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 approximately $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 approximately $4.7 million in payment of all unpaid interest on WRECO’s intercompany debt that accrued from November 3, 2013 to the Closing Date. The remaining $124.0 million of proceeds was retained by TRI Pointe.

 

Transaction Expenses

As a result of the Merger, the Company has incurred due diligence, integration and other related transaction expenses during the three and six months ended June 30, 2014 of $607,000 and $1.2 million, respectively. The Company expects to incur significant expenses in connection with the Merger during the three months ended September 30, 2014, including (i) reimbursement of up to $15 million of transaction-related fees and expenses incurred by Weyerhaeuser in accordance with the Transaction Agreement, (ii) approximately $6 million of advisory fees, (iii) approximately $29 million of financing-related fees, $19 million of which will be capitalized as deferred finance related costs, and (iv) accounting, legal and other integration expenses incurred by the Company.

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”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted.

In our opinion, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly our consolidated financial position as of June 30, 2014, the results of our consolidated operations for the three and six months ended June 30, 2014 and 2013, and our consolidated cash flows for the six months ended June 30, 2014 and 2013. The results of our consolidated operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the full year due to the Merger as well as seasonal variations in operating results and other factors. The consolidated balance sheet at December 31, 2013 has been taken from the audited consolidated financial statements as of that date. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2013, which are contained in our annual report on Form 10-K for that period.

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries (other than WRECO and its subsidiaries). 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.

The Merger was accounted for in accordance with ASC 805, “Business Combinations.” For accounting purposes, the Merger was treated as a “reverse acquisition” and WRECO was considered the accounting acquirer. Accordingly, WRECO will be reflected as the predecessor and acquirer in the Company’s (the legal acquirer) financial statements for periods ending after June 30, 2014. Our financial statements will reflect the historical financial statements of WRECO as our historical financial statements, except for the legal capital which will reflect our legal capital (common stock). However, because the Merger was not consummated until July 7, 2014, this quarterly report on Form 10-Q includes the unaudited consolidated financial statements (and discussion thereof in Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) of the Company as of and for June 30, 2014 on a stand-alone basis. The initial accounting for the Merger (including the allocation of the purchase price to acquired assets and liabilities) is not complete given the limited amount of time since the Closing Date.

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 at the date of the financial statements and the reported amounts of costs and expenses during the reporting period. On an ongoing basis, our management evaluates its estimates and judgments. Our management bases its estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ from our estimates under different assumptions or conditions.

Recently Issued Accounting Standards

In April 2014, the FASB issued amendments to Accounting Standards Update 2014-08 (ASU 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. The amendments are effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2014 (early adoption is permitted only for disposals that have not been previously reported). The implementation of the amended guidance is not expected to have a material impact on our consolidated financial position or results of operations.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. 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 Accounting Standards Codification Topic No. 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 annual periods and interim periods within those annual periods beginning after December 15, 2016. 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 potential impact of adopting this guidance on our consolidated financial statements.

Fair Value Measurements

ASC 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 Company accounts for income taxes in accordance with ASC 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.

In accordance with ASC 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.

Earnings Per Share (Tables)
Computation of Basic and Diluted Earnings Per Share

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

 

     Three Months Ended      Six Months Ended  
     June 30,      June 30,  
     2014      2013      2014      2013  

Numerator:

           

Net income

   $ 6,124       $ 2,075       $ 10,422       $ 2,345   
  

 

 

    

 

 

    

 

 

    

 

 

 

Denominator:

           

Basic weighted-average shares outstanding

     31,632,533         31,597,907         31,622,956         29,940,448   

Effect of dilutive shares:

           

Unvested restricted stock units(1)

     118,405         16,739         74,101         13,177   
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted weighted-average shares outstanding

     31,750,938         31,614,646         31,697,057         29,953,625   
  

 

 

    

 

 

    

 

 

    

 

 

 

Basic earnings per share(2)

   $ 0.19       $ 0.07       $ 0.33       $ 0.08   
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted earnings per share(1)

   $ 0.19       $ 0.07       $ 0.33       $ 0.08   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) For the three and six months ended June 30, 2014 and 2013, no stock options were included in the diluted income per share calculation as the effect of their inclusion would be antidilutive.
(2) On January 30, 2013 the Company completed its initial public offering (“IPO”) in which it issued and sold 10 million shares of common stock at the public offering price of $17.00 per share. Basic and diluted income (loss) per share for the three and six months ended June 30, 2013 give effect to the conversion of the Company’s members’ equity into common stock on January 30, 2013 as though the conversion had occurred as of the beginning of the reporting period or the original date of issuance, if later. The number of shares converted was based on the actual IPO price of $17.00 per share.
Real Estate Inventories (Tables)

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

 

     June 30,      December 31,  
     2014      2013  

Inventories owned:

     

Deposits and pre-acquisition costs

   $ 21,889       $ 19,714   

Land under development

     324,132         326,209   

Homes completed or under construction

     168,612         92,901   

Model homes

     27,404         16,818   
  

 

 

    

 

 

 
   $ 542,037       $ 455,642   
  

 

 

    

 

 

 

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

 

     Three Months Ended     Six Months Ended  
     June 30,     June 30,  
     2014     2013     2014     2013  

Interest incurred

   $ 2,068      $ 579      $ 3,304      $ 1,313   

Interest capitalized

     (2,068     (579     (3,304     (1,313
  

 

 

   

 

 

   

 

 

   

 

 

 

Interest expensed

   $ —        $ —        $ —        $ —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Capitalized interest in beginning inventory

   $ 3,078      $ 1,842      $ 2,264      $ 1,364   

Interest capitalized as a cost of inventory

     2,068        579        3,304        1,313   

Interest previously capitalized as a cost of inventory, included in cost of sales

     (557     (502     (979     (758
  

 

 

   

 

 

   

 

 

   

 

 

 

Capitalized interest in ending inventory

   $ 4,589      $ 1,919      $ 4,589      $ 1,919   
  

 

 

   

 

 

   

 

 

   

 

 

 
Other Assets (Tables)
Schedule of Other Assets

Other Assets consisted of the following (in thousands):

 

     June 30,      December 31,  
     2014      2013  

Deferred loan costs

   $ 4,447       $ 704   

Prepaid insurance

     9,829         5,469   

Other prepaids

     3,273         162   

Other assets

     6,905         2,489   
  

 

 

    

 

 

 
   $ 24,454       $ 8,824   
  

 

 

    

 

 

 
Notes Payable (Tables)
Components of Notes Payable

Notes payable consisted of the following (in thousands):

 

     June 30,
2014
     December 31,
2013
 

Unsecured revolving credit facility

   $ 210,000       $ —     

Secured revolving credit facilities

     —           90,689   

Seller financed loans

     17,128         —     

Acquisition and development loans

     —           31,591   

Construction loans

     —           15,832   
  

 

 

    

 

 

 
   $ 227,128       $ 138,112   
  

 

 

    

 

 

Fair Value Disclosures (Tables)
Net Book Values and Estimated Fair Values of Notes Payable

At June 30, 2014 and December 31, 2013, as required by ASC 820, Financial Instruments, the following presents net book values and estimated fair values of notes payable (in thousands):

 

        June 30, 2014         December 31, 2013   
     Hierarchy    Cost      Fair Value      Cost      Fair Value  

Notes payable

              

Unsecured revolving credit facility

   Level 2    $ 210,000       $ 210,000       $ —         $ —     

Secured revolving credit facilities

   Level 3      —           —           90,689         90,689   

Seller financed loans

   Level 3      17,128         17,128         —           —     

Acquisition and development loans

   Level 3      —           —           31,591         31,591   

Construction loans

   Level 3      —           —           15,832         15,832   
     

 

 

    

 

 

    

 

 

    

 

 

 

Total notes payable

      $ 227,128       $ 227,128       $ 138,112       $ 138,112   
     

 

 

    

 

 

    

 

 

    

 

 

Commitments and Contingencies (Tables)
Schedule of Warranty Reserves

Warranty reserves consisted of the following (in thousands):

 

     Three Months Ended     Six Months Ended  
     June 30,     June 30,  
     2014     2013     2014     2013  

Warranty reserves, beginning of period

   $ 3,636      $ 1,575      $ 3,338      $ 1,593   

Warranty reserves accrued

     873        621        1,600        728   

Warranty expenditures

     (480     (257     (909     (382
  

 

 

   

 

 

   

 

 

   

 

 

 

Warranty reserves, end of period

   $ 4,029      $ 1,939      $ 4,029      $ 1,939   
  

 

 

   

 

 

   

 

 

   

 

 

 
Stockholders' Equity and Stock-Based Compensation (Tables)

A summary of changes in our stockholders’ equity is presented below (in thousands):

 

     Six Months Ended June 30, 2013  
                         Accumulated                    
            Additional            Other     Total              
     Common      Paid-in      Accumulated     Comprehensive     Stockholders’     Members’     Total  
     Stock      Capital      Deficit     Income     Equity     Equity     Equity  

Balance at December 31, 2012

   $ —         $ —         $ —        $ —        $ —        $ 149,153      $ 149,153   

Net income

     —           —           2,345        —          2,345        —          2,345   

Unrealized loss on available-for-sale-investments

     —           —           —          (182     (182     —          (182
            

 

 

     

 

 

 

Total comprehensive income

               2,163          2,163   

Conversion of members’ equity into common stock

     216         153,199         (4,262     —          149,153        (149,153     —     

Issuance of common stock, net of issuance costs

     100         155,308         —          —          155,408        —          155,408   

Stock-based compensation expense

     —           844         —          —          844        —          844   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2013

   $ 316       $ 309,351       $ (1,917   $ (182   $ 307,568      $ —        $ 307,568   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     Six Months Ended June 30, 2014  
            Additional            Total  
     Common      Paid-in     Retained      Stockholders’  
     Stock      Capital     Earnings      Equity  

Balance at December 31, 2013

   $ 316       $ 310,878      $ 11,112       $ 322,306   

Net income

     —           —          10,422         10,422   

Stock-based compensation expense

     —           1,528           1,528   

Minimum tax withholding paid on behalf of employees for stock awards

     —           (303     —           (303
  

 

 

    

 

 

   

 

 

    

 

 

 

Balance at June 30, 2014

   $ 316       $ 312,103      $ 21,534       $ 333,953   
  

 

 

    

 

 

   

 

 

    

 

 

The following table presents compensation expense recognized related to all stock-based awards (in thousands):

 

     Three Months Ended      Six Months Ended  
     June 30,      June 30,  
     2014      2013      2014      2013  

Total stock-based compensation

   $ 962       $ 517       $ 1,528       $ 844   
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table presents a summary of stock option awards relating to our 2013 Incentive Plan for the six months ended June 30, 2014:

 

     Six Months Ended June, 30 2014  
            Weighted      Weighted         
            Average      Average      Aggregate  
            Exercise      Remaining      Intrinsic  
            Price      Contractual      Value  
     Options      Per Share      Life      (in 000’s)  

Options outstanding at December 31, 2013

     285,900       $ 17.04         9.1       $ 827   

Granted

     154,598         16.17         9.8         —     

Exercised

     —           —           —           —     

Forfeited

     —           —           —           —     
  

 

 

          

Options outstanding at June 30, 2014

     440,498         16.73         9.0         —     
  

 

 

          

Options exercisable at June 30, 2014

     97,767         17.11         8.6         —     
  

 

 

          
           

The following table presents a summary of restricted stock units (“RSUs”) relating to our 2013 Incentive Plan for the six months ended June 30, 2014:

 

     Six Months Ended June 30, 2014  
           Weighted         
           Average      Aggregate  
           Grant Date      Intrinsic  
     Restricted Stock     Fair Value      Value  
     Units     Per Share      (in 000’s)  

Nonvested RSUs at December 31, 2013

     145,517      $ 17.68       $ 2,900   

Granted

     217,839        16.17         3,424   

Vested

     (51,598     17.81         —     

Forfeited

     (1,566     18.30         25   
  

 

 

      

Nonvested RSUs at June 30, 2014

     310,192        16.60         4,876   
  

 

 

      
Segment Information (Tables)
Summary of Financial Information Relating to Reportable Segments

Financial information relating to reportable segments for the three and six months ended June 30, 2014 and 2013, was as follows (in thousands):

 

     Three Months Ended      Six Months Ended  
     June 30,      June 30,  
     2014      2013      2014      2013  

Revenues

           

Homebuilding

   $ 87,336       $ 47,457       $ 160,148       $ 71,314   

Fee building

     —           3,630         —           7,661   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 87,336       $ 51,087       $ 160,148       $ 78,975   
  

 

 

    

 

 

    

 

 

    

 

 

 

Gross profit

           

Homebuilding

   $ 20,681       $ 9,139       $ 37,061       $ 13,547   

Fee building

     —           235         —           641   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 20,681       $ 9,374       $ 37,061       $ 14,188   
  

 

 

    

 

 

    

 

 

    

 

 

 
     June 30,      December 31,  
     2014      2013  

Assets

     

Homebuilding

   $ 601,187       $ 505,174   

Fee building

     —           861   
  

 

 

    

 

 

 
   $ 601,187       $ 506,035   
  

 

 

    

 

 

 
Organization and Basis of Presentation - Additional Information (Detail)†(USD $)
0 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 0 Months Ended 0 Months Ended
Jun. 13, 2014
Accounts
Jun. 30, 2014
Jun. 30, 2014
Dec. 31, 2013
Jun. 30, 2014
4.375% Senior Notes due 2019 [Member]
Jun. 30, 2014
5.875% Senior Notes due 2024 [Member]
Sep. 30, 2014
Scenario, Forecast [Member]
Jun. 13, 2014
WRECO Transaction [Member]
Jun. 13, 2014
WRECO Transaction [Member]
Transaction Agreement [Member]
Jun. 13, 2014
WRECO Transaction [Member]
Unpaid interest [Member]
Jun. 30, 2014
TRI Pointe [Member]
Jul. 7, 2014
Subsequent Event [Member]
Jul. 7, 2014
Subsequent Event [Member]
Jul. 7, 2014
Subsequent Event [Member]
TRI Pointe [Member]
Jul. 7, 2014
Subsequent Event [Member]
TRI Pointe [Member]
Jul. 7, 2014
Subsequent Event [Member]
TRI Pointe [Member]
WRECO Transaction [Member]
Organization And Summary Of Significant Accounting Policies [Line Items]
Common stock shares issued
31,632,533†
31,632,533†
31,597,907†
129,700,000†
Percentage of common stock outstanding
79.60%†
Percentage of common stock owned after the Merger by TRI Pointe shareholders of record prior to the Merger
19.40%†
Outstanding equity awards of the employee in percentage
1.00%†
Amount of adjustment based on transaction agreement
$†31,500,000†
Aggregate principal amount
450,000,000†
450,000,000†
Interest rate on senior note
4.375%†
5.875%†
Net proceeds offering
867,700,000†
Number of escrow accounts
2†
Cash payment to be made subject to adjustment
743,700,000†
739,000,000†
4,700,000†
Cash retained by the Company
124,000,000†
Transaction agreement date
Nov. 03, 2013†
Transaction expenses
607,000†
1,200,000†
Payment of transaction fees and expenses
15,000,000†
Payment of advisory fees
6,000,000†
Payment of financing-related fees
29,000,000†
Capitalization of deferred finance costs
$†19,000,000†
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Detail)†(USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Numerator:
Net income
$†6,124†
$†2,075†
$†10,422†
$†2,345†
Denominator:
Basic weighted-average shares outstanding
31,632,533†
31,597,907†
31,622,956†
29,940,448†
Effect of dilutive shares:
Unvested restricted stock units
118,405†
16,739†
74,101†
13,177†
Diluted weighted-average shares outstanding
31,750,938†
31,614,646†
31,697,057†
29,953,625†
Basic earnings per share
$†0.19†
$†0.07†
$†0.33†
$†0.08†
Diluted earnings per share
$†0.19†
$†0.07†
$†0.33†
$†0.08†
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Parenthetical) (Detail)†(USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Dec. 31, 2013
Jan. 30, 2013
Initial public offering [Member]
Class of Stock [Line Items]
Antidilutive stock options excluded from calculation of diluted income per share
0†
0†
0†
0†
Common stock shares issued at initial public offering
31,632,533†
31,632,533†
31,597,907†
10,000,000†
Common stock public offering price
$†17.00†
Real Estate Inventories - Summary of Real Estate Inventories (Detail)†(USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Inventories owned:
Deposits and pre-acquisition costs
$†21,889†
$†19,714†
Land under development
324,132†
326,209†
Homes completed or under construction
168,612†
92,901†
Model homes
27,404†
16,818†
Total real estate inventories
$†542,037†
$†455,642†
Real Estate Inventories - Summary of Interest Incurred, Capitalized and Expensed (Detail)†(USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Real Estate Inventory, Capitalized Interest Costs [Roll Forward]
Interest incurred
$†2,068†
$†579†
$†3,304†
$†1,313†
Interest capitalized
(2,068)
(579)
(3,304)
(1,313)
Interest expensed
0†
0†
0†
0†
Capitalized interest in beginning inventory
3,078†
1,842†
2,264†
1,364†
Interest capitalized as a cost of inventory
2,068†
579†
3,304†
1,313†
Interest previously capitalized as a cost of inventory, included in cost of sales
(557)
(502)
(979)
(758)
Capitalized interest in ending inventory
$†4,589†
$†1,919†
$†4,589†
$†1,919†
Other Assets - Schedule of Other Assets (Detail)†(USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]
Deferred loan costs
$†4,447†
$†704†
Prepaid insurance
9,829†
5,469†
Other prepaids
3,273†
162†
Other assets
6,905†
2,489†
Other assets, total
$†24,454†
$†8,824†
Notes Payable - Components of Notes Payable (Detail)†(USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Debt Instrument [Line Items]
Notes payable
$†227,128†
$†138,112†
Unsecured revolving credit facility [Member]
Debt Instrument [Line Items]
Notes payable
210,000†
Secured revolving credit facilities [Member]
Debt Instrument [Line Items]
Notes payable
90,689†
Seller financed loans [Member]
Debt Instrument [Line Items]
Notes payable
17,128†
Acquisition and development loans [Member]
Debt Instrument [Line Items]
Notes payable
31,591†
Construction loans [Member]
Debt Instrument [Line Items]
Notes payable
$†15,832†
Notes Payable - Additional Information (Detail)†(USD $)
3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended 12 Months Ended 6 Months Ended 0 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Facility
Jun. 30, 2013
Dec. 31, 2013
Jun. 30, 2014
Notes payable [Member]
Jun. 30, 2013
Notes payable [Member]
Jun. 30, 2014
Notes payable [Member]
Jun. 30, 2013
Notes payable [Member]
Jun. 30, 2014
Seller financed loans [Member]
Dec. 31, 2013
Acquisition and development loans [Member]
Dec. 31, 2013
Construction loans [Member]
Dec. 31, 2013
50 million revolving credit facility [Member]
Jun. 30, 2014
50 million revolving credit facility [Member]
Dec. 31, 2013
175 million revolving credit facility [Member]
Jun. 30, 2014
175 million revolving credit facility [Member]
Jun. 30, 2014
425 million revolving credit facility [Member]
Jun. 30, 2014
425 million revolving credit facility [Member]
Minimum [Member]
Jun. 30, 2014
425 million revolving credit facility [Member]
Maximum [Member]
Debt Instrument [Line Items]
Unsecured revolving credit facility
$†425,000,000†
Sublimit for letters of credit
75,000,000†
Line of credit facility, maturity date
Jul. 01, 2018†
Debt instrument variable interest rate
2.15%†
2.85%†
Capitalized other debt financing costs
4,447,000†
4,447,000†
704,000†
4,447,000†
Number of secured revolving credit facilities
2†
Loan commitments
43,200,000†
22,400,000†
50,000,000†
175,000,000†
Outstanding balance
210,000,000†
210,000,000†
9,100,000†
0†
81,500,000†
0†
Interest rate on revolving credit facility
2.74%†
3.75%†
2.92%†
Available secured revolving credit facility
126,000,000†
126,000,000†
20,200,000†
42,200,000†
Loan commitments outstanding
227,128,000†
227,128,000†
138,112,000†
17,128,000†
31,591,000†
15,832,000†
Interest rate on seller financed loan
7.00%†
Remaining unpaid balance due date
2016-05†
Interest capitalized to real estate inventories
2,068,000†
579,000†
3,304,000†
1,313,000†
2,100,000†
579,000†
3,300,000†
1,300,000†
Amortization of deferred financing costs
636,000†
0†
717,000†
0†
Accrued interest payable
$†103,000†
$†160,000†
$†103,000†
$†160,000†
Fair Value Disclosures - Additional Information (Detail)†(USD $)
6 Months Ended 12 Months Ended
Jun. 30, 2014
Dec. 31, 2013
Fair Value Disclosures [Abstract]
Fair value adjustments to financial and nonfinancial assets
$†0†
$†0†
Fair value adjustments to financial and nonfinancial liabilities
$†0†
$†0†
Fair Value Disclosures - Net Book Values and Estimated Fair Values of Notes Payable (Detail)†(USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Notes payable
Notes payable, Cost
$†227,128†
$†138,112†
Notes payable, Fair Value
227,128†
138,112†
Unsecured revolving credit facility [Member] |
Level 2 [Member]
Notes payable
Notes payable, Cost
210,000†
Notes payable, Fair Value
210,000†
Secured revolving credit facilities [Member] |
Level 3 [Member]
Notes payable
Notes payable, Cost
90,689†
Notes payable, Fair Value
90,689†
Seller financed loans [Member]
Notes payable
Notes payable, Cost
17,128†
Seller financed loans [Member] |
Level 3 [Member]
Notes payable
Notes payable, Cost
17,128†
Notes payable, Fair Value
17,128†
Acquisition and development loans [Member]
Notes payable
Notes payable, Cost
31,591†
Acquisition and development loans [Member] |
Level 3 [Member]
Notes payable
Notes payable, Cost
31,591†
Notes payable, Fair Value
31,591†
Construction loans [Member]
Notes payable
Notes payable, Cost
15,832†
Construction loans [Member] |
Level 3 [Member]
Notes payable
Notes payable, Cost
15,832†
Notes payable, Fair Value
$†15,832†
Commitments and Contingencies - Additional Information (Detail)†(USD $)
In Millions, unless otherwise specified
0 Months Ended
Jun. 30, 2014
Dec. 31, 2013
Jun. 30, 2014
Lot
Dec. 31, 2013
Lot
Commitment And Contingencies [Line Items]
Accruals for asserted or unasserted matters
$†0†
Reserve percentage to cover estimated costs
1.00%†
Non-refundable cash deposits pertaining to land option contracts
21.9†
19.7†
Purchase contracts for lots
1,224†
1,184†
Aggregate purchase price
255.7†
262.1†
Surety bonds [Member]
Commitment And Contingencies [Line Items]
Outstanding surety bonds
$†38.8†
$†41.4†
$†38.8†
$†41.4†
Commitments and Contingencies - Schedule of Warranty Reserves (Detail)†(USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Movement in Standard Product Warranty Accrual [Roll Forward]
Warranty reserves, beginning of period
$†3,636†
$†1,575†
$†3,338†
$†1,593†
Warranty reserves accrued
873†
621†
1,600†
728†
Warranty expenditures
(480)
(257)
(909)
(382)
Warranty reserves, end of period
$†4,029†
$†1,939†
$†4,029†
$†1,939†
Stockholders' Equity and Stock-Based Compensation - Summary of Changes in Stockholders' Equity (Detail)†(USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Schedule Of Shareholders Equity [Line Items]
Beginning balance
$†322,306†
$†149,153†
Net income
6,124†
2,075†
10,422†
2,345†
Unrealized loss on available-for-sale-investments
  †
(243)
  †
(182)
Total comprehensive income
6,124†
1,832†
10,422†
2,163†
Issuance of common stock, net of issuance costs
155,408†
Stock-based compensation expense
962†
517†
1,528†
844†
Minimum tax withholding paid on behalf of employees for stock awards
(303)
Ending balance
333,953†
307,568†
333,953†
307,568†
Common Stock [Member]
Schedule Of Shareholders Equity [Line Items]
Beginning balance
316†
0†
Net income
0†
Conversion of members' equity into common stock
216†
Issuance of common stock, net of issuance costs
100†
Stock-based compensation expense
0†
Minimum tax withholding paid on behalf of employees for stock awards
0†
Ending balance
316†
316†
316†
316†
Additional Paid-in Capital [Member]
Schedule Of Shareholders Equity [Line Items]
Beginning balance
310,878†
0†
Conversion of members' equity into common stock
153,199†
Issuance of common stock, net of issuance costs
155,308†
Stock-based compensation expense
1,528†
844†
Minimum tax withholding paid on behalf of employees for stock awards
(303)
Ending balance
312,103†
309,351†
312,103†
309,351†
Retained Earnings (Accumulated Deficit) [Member]
Schedule Of Shareholders Equity [Line Items]
Beginning balance
11,112†
0†
Net income
10,422†
2,345†
Conversion of members' equity into common stock
(4,262)
Ending balance
21,534†
(1,917)
21,534†
(1,917)
Accumulated Other Comprehensive Income [Member]
Schedule Of Shareholders Equity [Line Items]
Beginning balance
0†
Unrealized loss on available-for-sale-investments
(182)
Ending balance
(182)
(182)
Total Stockholders' Equity [Member]
Schedule Of Shareholders Equity [Line Items]
Beginning balance
0†
Net income
2,345†
Unrealized loss on available-for-sale-investments
(182)
Total comprehensive income
2,163†
Conversion of members' equity into common stock
149,153†
Issuance of common stock, net of issuance costs
155,408†
Stock-based compensation expense
844†
Ending balance
307,568†
307,568†
Members' Equity [Member]
Schedule Of Shareholders Equity [Line Items]
Beginning balance
149,153†
Conversion of members' equity into common stock
(149,153)
Ending balance
$†0†
$†0†
Stockholders' Equity and Stock-Based Compensation - Additional Information (Detail)†(USD $)
0 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended
Apr. 7, 2014
Jun. 30, 2014
Jun. 30, 2013
Dec. 31, 2013
Jan. 30, 2013
Initial public offering [Member]
Jun. 30, 2014
Initial public offering [Member]
Jun. 30, 2013
Initial public offering [Member]
Jan. 30, 2013
Initial public offering [Member]
Jun. 30, 2014
Stock option [Member]
Sep. 24, 2010
Equity based incentive units [Member]
Jun. 30, 2014
Equity based incentive units [Member]
Dec. 31, 2010
Equity based incentive units [Member]
Aug. 5, 2014
Subsequent Event [Member]
Jul. 7, 2014
Subsequent Event [Member]
Jun. 30, 2014
Minimum [Member]
Stock option [Member]
Jun. 30, 2014
Minimum [Member]
Restricted stock awards [Member]
Jun. 30, 2014
Maximum [Member]
Stock option [Member]
Jun. 30, 2014
Maximum [Member]
Restricted stock awards [Member]
Jun. 30, 2014
2013 Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock shares issued at initial public offering
31,632,533†
31,597,907†
10,000,000†
129,700,000†
Common stock public offering price
$†17.00†
Net proceeds from issuance of common stock
$†155,408,000†
$†155,400,000†
Underwriting discounts and commissions
11,900,000†
Net offering expenses
2,700,000†
Common stock, shares outstanding
31,632,533†
31,597,907†
31,632,533†
31,597,907†
Common stock
11,727,833†
Shares available for future grant
10,942,517†
Stock option awards, vesting period
3 years†
1 year†
1 year†
3 years†
3 years†
Expiration from the date of grant
10 years†
Unrecognized stock based compensation related to all stock-based awards
7,700,000†
Weighted average period, expense to recognize
2 years†
Options, granted
154,598†
154,598†
Stock option awards granted, fair value
$†9.46†
Restricted stock units, granted
217,839†
217,839†
56,448†
Restricted stock award granted, fair value
$†16.17†
$†16.17†
$†13.34†
Vesting terms description
The recipients of the equity based incentive units have all the rights of a stockholder, including the rights to vote those shares and receive any dividends or distributions made with respect to those shares and any shares or other property received in respect of those shares; provided, however, any non-cash dividend or distribution with respect to the common stock shall be subject to the same vesting provisions as the incentive units. The vesting terms of the equity based incentive units are as follows: (1)18.75% of such units vested, subject to limitation in (3) below on the date following the first-year anniversary of the date of such officerís employment; (2) 56.25% of such units vest, subject to limitation in (3) below in equal quarterly installments between the first and fourth-year anniversary of the date of such officerís employment; (3) 25% of the awards granted in (1) and (2) will vest upon a liquidity event, as defined in each such recipientís employment agreement; and (4) 25% of such units will be converted into a number of shares of restricted stock prior to a liquidity event.†
Equity based incentive granted
$†3,300,000†
Equity based incentive units, granted
0†
Equity based incentive units, forfeited
0†
Percentage of equity based incentive units vested
25.00%†
Stockholders' Equity and Stock-Based Compensation - Summary of Stock Option Awards (Detail)†(USD $)
In Thousands, except Share data, unless otherwise specified
0 Months Ended 6 Months Ended 12 Months Ended
Apr. 7, 2014
Jun. 30, 2014
Dec. 31, 2013
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Aggregate Intrinsic Value, Outstanding, Balance
$†827†
Options, Outstanding, Balance
285,900†