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EX-32.2 - EX-32.2 - WILLIAM LYON HOMESwlh-ex322x12312015.htm
EX-31.2 - EX-31.2 - WILLIAM LYON HOMESwlh-ex312x12312015.htm
EX-21.1 - EX-21.1 - WILLIAM LYON HOMESwlh-ex211x12312015.htm
EX-31.1 - EX-31.1 - WILLIAM LYON HOMESwlh-ex311x12312015.htm
EX-12.1 - EX-12.1 - WILLIAM LYON HOMESwlh-ex121x12312015.htm
EX-32.1 - EX-32.1 - WILLIAM LYON HOMESwlh-ex321x12312015.htm
EX-32.3 - EX-32.3 - WILLIAM LYON HOMESwlh-ex323x12312015.htm
EX-31.3 - EX-31.3 - WILLIAM LYON HOMESwlh-ex313x12312015.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
(Mark One)
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number 001-31625
 
WILLIAM LYON HOMES
(Exact name of registrant as specified in its charter)
 
Delaware
 
33-0864902
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
4695 MacArthur Court, 8th Floor
Newport Beach, California
 
92660
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (949) 833-3600
Securities registered pursuant to Section 12(b) of the Act:
Title of each class of stock
 
Name of each exchange on which registered
Class A Common Stock, $0.01 par value
 
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ¨    No  ý
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  ý    NO  ¨.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  ý    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this
Form 10-K.     ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
 
¨
 
Accelerated filer
 
x
 
 
 
 
Non-accelerated filer
 
¨
 
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý




As of June 30, 2015, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $512.5 million based on the closing sale price as reported on the New York Stock Exchange on such date.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class of Common Stock
 
 
 
Outstanding at March 7, 2016
Common stock, Class A, par value $0.01
 
 
 
27,855,561

Common stock, Class B, par value $0.01
 
 
 
3,813,884

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes  ý    No  ¨
DOCUMENTS INCORPORATED BY REFERENCE
Portions from the registrant's Definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the registrant's 2016 Annual Meeting of Stockholders are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 hereof.




WILLIAM LYON HOMES
INDEX
 
 
 
Page No.
PART I
 
 
 
Item 1.
Business
 
 
 
Item 1A.
Risk Factors
 
 
 
Item 1B.
Unresolved Staff Comments
 
 
 
Item 2.
Properties
 
 
 
Item 3.
Legal Proceedings
 
 
 
Item 4.
Mine Safety Disclosure
 
PART II
 
 
 
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
 
 
Item 6.
Selected Historical Consolidated Financial Data
 
 
 
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
 
 
 
Item 8.
Financial Statements and Supplementary Data
 
 
 
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
 
 
Item 9A.
Controls and Procedures
 
 
 
Item 9B.
Other Information
 
PART III
 
 
 
Item 10.
Directors, Executive Officers and Corporate Governance
 
 
 
Item 11.
Executive Compensation
 
 
 
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
 
 
Item 13.
Certain Relationships and Related Transactions, and Director Independence
 
 
 
Item 14.
Principal Accountant Fees and Services
 
PART IV
 
 
 
Item 15.
Exhibits and Financial Statement Schedules
 
 
 
 
Index to Financial Statements
 

i


CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

Investors are cautioned that certain statements contained in this Annual Report on Form 10-K, as well as some statements by the Company in periodic press releases and information included in oral statements or other written statements by the Company are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21 of the Securities Exchange Act of 1934, as amended. Statements which are predictive in nature, which depend upon or refer to future events or conditions, or which include words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, “hopes”, and similar expressions constitute forward-looking statements. Such statements may include, but are not limited to, information related to: anticipated operating results; home deliveries and backlog conversion; financial resources and condition; cash needs and liquidity; timing of project openings; leverage ratios; revenues and average selling prices of deliveries; sales price ranges for active and future communities; global and domestic economic conditions; market and industry trends; profitability and gross margins; cost of revenues; selling, general and administrative expenses and leverage; interest expense; inventory write-downs; unrecognized tax benefits; land acquisition spending and timing; debt maturities; the Company's ability to achieve tax benefits and utilize its tax attributes; sales pace; effects of home buyer cancellations; community count; joint ventures; the Company's ability to acquire land and pursue real estate opportunities; the Company's ability to gain approvals and open new communities; the Company's ability to sell homes and properties; the Company's ability to secure materials and subcontractors; the Company's ability to produce the liquidity and capital necessary to expand and take advantage of opportunities; and legal proceedings, insurance and claims. Forward-looking statements are based upon expectations and projections about future events and are subject to assumptions, risks and uncertainties about, among other things, the Company, economic and market factors and the homebuilding industry. There is no guarantee that any of the events anticipated by the forward-looking statements in this annual report on Form 10-K will occur, or if any of the events occur, there is no guarantee what effect it will have on the Company's operations, financial condition or share price. The Company's past performance, and past or present economic conditions in its housing markets, are not indicative of future performance or conditions. Investors are urged not to place undue reliance on forward-looking statements. The Company will not, and undertakes no obligation to, update or revise forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events or changes to projections over time unless required by federal securities laws.

Actual events and results may differ materially from those expressed or forecasted in the forward-looking statements due to a number of factors. While it is impossible to identify all such factors, the major risks and uncertainties, and assumptions that are made, that affect the Company's business and may cause actual results to differ materially from those estimated by the Company include, but are not limited to: the availability of labor and homebuilding materials and increased construction cycle times; adverse weather conditions, including but not limited to the continued drought in California and the Southwest; the Company’s financial leverage and level of indebtedness and any inability to comply with financial and other covenants under its debt instruments; continued volatility and worsening in general economic conditions either internationally, nationally or in regions in which the Company operates; conditions in the Company’s recently entered markets and recently acquired operations; worsening in markets for residential housing; the impact of construction defect, product liability and home warranty claims, including the adequacy of self-insurance accruals, and the applicability and sufficiency of the Company’s insurance coverage; decline in real estate values resulting in impairment of the Company’s real estate assets; volatility in the banking industry and credit markets; uncertainties in the capital and securities markets; terrorism or other hostilities involving the United States; building moratorium or “slow-growth” or “no-growth” initiatives that could be implemented in states in which the Company operates; changes in mortgage and other interest rates; conditions in the capital, credit and financial markets, including mortgage lending standards and the availability of mortgage financing; changes in generally accepted accounting principles or interpretations of those principles; changes in prices of homebuilding materials; competition for home sales from other sellers of new and resale homes; cancellations and the Company’s ability to convert its backlog into deliveries; the occurrence of events such as landslides, soil subsidence and earthquakes that are uninsurable, not economically insurable or not subject to effective indemnification agreements; changes in governmental laws and regulations; whether the Company is able to pay off or refinance the outstanding balances of its debt obligations at their maturity; limitations on the Company’s ability to utilize its tax attributes; whether an ownership change occurred that could, under certain circumstances, have resulted in the limitation of the Company’s ability to offset prior years’ taxable income with net operating losses; the timing of receipt of regulatory approvals and the opening of projects; the availability and cost of land for future development; the Company’s ability to integrate successfully the Polygon Northwest operation with its existing operations; and other factors, risks and uncertainties described in Item 1A. "Risk Factors" in this report.




2


EXPLANATORY NOTE

In this annual report on Form 10-K, unless otherwise stated or the context otherwise requires, the “Company,” “we,” “our,” and “us” refer to William Lyon Homes, a Delaware corporation, and its subsidiaries. In addition, unless otherwise stated or the context otherwise requires, “Parent” refers to William Lyon Homes, and “California Lyon” refers to William Lyon Homes, Inc., a California corporation and wholly-owned subsidiary of Parent.


3


PART I
 
Item 1.
Business
Overview
William Lyon Homes, a Delaware corporation, together with its subsidiaries, is one of the largest Western U.S. regional homebuilders. Headquartered in Newport Beach, California, the Company is primarily engaged in the design, construction, marketing and sale of single-family detached and attached homes in California, Arizona, Nevada, Colorado, Washington and Oregon. The Company's core markets currently include Orange County, Los Angeles, the Inland Empire, the San Francisco Bay Area, Phoenix, Las Vegas, Denver, Seattle and Portland. The Company has a distinguished legacy of more than 59 years of homebuilding operations, over which time it has sold in excess of 96,000 homes. The Company believes that its markets are characterized by attractive long-term housing fundamentals and that it has a significant land supply, with 17,414 lots owned or controlled. As of December 31, 2015, the Company was selling homes out of 72 active selling communities.
The Company has significant expertise in understanding the needs of its homebuyers and designing its product offerings to meet those needs. This allows the Company to maximize the return on its land investments by tailoring its home offerings to meet the buyer demands in each of its markets. The Company builds and sells across a diverse range of product lines at a variety of price points with sales to entry-level, first-time move-up and second-time move-up homebuyers, as well as a signature luxury brand. The Company is committed to achieving the highest standards in design, quality and customer satisfaction and has received numerous industry awards and commendations throughout its operating history in recognition of its achievements.
In 2015, the Company delivered 2,314 homes, with an average selling price of approximately $466,300, and recognized home sales revenues of $1.1 billion. As of December 31, 2015, the Company was selling homes in 72 communities and had a consolidated backlog of 739 sold but unclosed homes, with an associated sales value of $391.8 million, representing a 51% increase in value as compared to its backlog as of December 31, 2014. The average selling price of homes in backlog as of December 31, 2015 was approximately $530,100, which was approximately 14% higher than the average selling price of homes closed for the year ended December 31, 2015.
Through the strategic acquisition of the residential homebuilding business of Polygon Northwest, or the Polygon Acquisition, in August 2014, the Company expanded its geographic footprint and increased the scale of its existing operations within the Western U.S. region, acquiring a company that not only has demonstrated impressive operating results but that also is complementary in terms of product offering and cultural fit, with a similar strong reputation for high customer satisfaction and new home quality. The Company believes that Polygon Northwest was the largest private homebuilder in the Pacific Northwest region at the time of the acquisition, with #2 market positions in each of its core markets of Seattle and Portland. At the time of the acquisition, Polygon Northwest had operated in the Pacific Northwest region for over 20 years, delivering approximately 16,000 homes during such time period. The Company now operates in 9 core markets across six Western U.S. states, and it believes that it has the people, infrastructure and geographic footprint in place to enable the Company to reach its goal of becoming the premiere Western regional homebuilder.
Initial Public Offering and Common Stock Recapitalization
On May 21, 2013, the Company completed its initial public offering of 10,005,000 shares of Class A Common Stock, which consisted of 7,177,500 shares sold by the Company and 2,827,500 shares sold by the selling stockholder. The Company raised total net proceeds of approximately $163.7 million in the offering, after deducting the underwriting discount and offering expenses. The Company did not receive any proceeds from the sale of shares by the selling stockholder.
The Company’s authorized capital stock now consists of 190,000,000 shares, 150,000,000 of which are designated as Class A Common Stock with a par value of $0.01 per share, or the Class A Common Stock, 30,000,000 of which are designated as Class B Common Stock with a par value of $0.01 per share, or the Class B Common Stock, and 10,000,000 of which are designated as preferred stock with a par value of $0.01 per share.
In connection with the initial public offering, the Company completed a common stock recapitalization, or the Common Stock Recapitalization, which included a 1-for-8.25 reverse stock split of its Class A Common Stock, or the Class A Reverse Split, the conversion of all the outstanding shares of Parent’s previously outstanding Class C Common Stock, par value $0.01 per share, or the Class C Common Stock, previously outstanding Class D Common Stock, par value $0.01 per share, or the Class D Common Stock, and previously outstanding Convertible Preferred Stock, par value $0.01 per share, or the Convertible Preferred Stock, into Class A Common Stock on a one-for-one basis and as automatically adjusted for the Class A Reverse Split, and a 1-for-8.25 reverse stock split of its Class B Common Stock. The effect of the reverse stock split was retroactively applied to the Consolidated Balance Sheet as of December 31, 2012, the Consolidated Statements of Operations for the period

4


from February 25, 2012 through December 31, 2012, and the Consolidated Statements of Equity (Deficit), presented herein. Unless otherwise specified, all other information presented in this Annual Report on Form 10-K gives effect to the Common Stock Recapitalization. Upon completion of the initial public offering, Parent had 27,146,036 shares of Class A Common Stock outstanding, excluding shares issuable upon exercise of outstanding stock options and restricted shares that had been granted but were unvested, and 3,813,884 shares of Class B Common Stock outstanding, excluding shares underlying a warrant to purchase 1,907,550 additional shares of Class B Common Stock. The warrant was amended in May 2013 to extend the term from five years to ten years, and the warrant will now expire on February 24, 2022. The change to the warrant had no corresponding impact on the financial statements.
Chapter 11 Reorganization
On December 19, 2011, Parent and certain of its direct and indirect wholly-owned subsidiaries filed voluntary petitions, or the Chapter 11 Petitions, in the U.S. Bankruptcy Court for the District of Delaware, or the Bankruptcy Court, to seek approval of the Prepackaged Joint Plan of Reorganization, or the Plan, of Parent and certain of its subsidiaries. The sole purpose of the Chapter 11 cases was to restructure the debt obligations and strengthen the balance sheet of Parent and certain of its subsidiaries.
On February 10, 2012, the Bankruptcy Court confirmed the Plan, and on February 25, 2012, Parent and its subsidiaries consummated the principal transactions contemplated by the Plan, including:

the issuance of 5,429,485 shares of Parent’s new Class A Common Stock, and $75 million aggregate principal amount of 12% Senior Subordinated Secured Notes due 2017, or the 12% Notes, issued by Parent’s wholly-owned subsidiary, William Lyon Homes, Inc., or California Lyon, in exchange for the claims held by the holders of an aggregate outstanding amount of $299.1 million of the formerly outstanding notes of California Lyon (neither Parent nor California Lyon received any net proceeds from the issuance of the 12% Notes), which 12% Notes were subsequently been paid off in full during 2012;
the amendment of California Lyon’s term loan agreement with certain lenders, or the Amended Term Loan, which resulted, among other things, in the increase in the principal amount outstanding under the loan agreement from $206 million to $235 million, the reduction in the interest rate payable under the loan agreement, and the elimination of any prepayment penalty under the loan agreement, and which Term Loan Agreement was subsequently paid off in full during 2012;
the issuance, in exchange for cash and land deposits of $25 million, of 3,813,884 shares of Parent’s new Class B Common Stock, and a warrant to purchase 1,907,551 shares of Class B Common Stock; and
the issuance of 7,858,404 shares of Parent’s new Convertible Preferred Stock, and 1,952,772 shares of Parent’s new Class C Common Stock in exchange for aggregate cash consideration of $60 million as well as payment for certain transaction fees.
As referenced above, the Class C Common Stock and the Convertible Preferred Stock were subsequently converted into Class A Common Stock in connection with the Common Stock Recapitalization.

The Company’s Markets
The Company is currently operating in six reportable operating segments: California, Arizona, Nevada, Colorado, Washington and Oregon. Each of the segments has responsibility for the management of the Company’s homebuilding and development operations within its geographic boundaries. See Note 6 to the financial statements for further information.
The following table sets forth homebuilding revenue from each of the Company’s homebuilding segments for the years ended December 31, 2015, 2014, and 2013 (in thousands):
 

5


 
Year Ended December 31,
 
2015
 
2014
 
2013
California (1)
$
379,310

 
$
498,965

 
$
262,489

Arizona (2)
67,010

 
57,484

 
110,397

Nevada (3)
130,845

 
121,815

 
78,148

Colorado (4)
107,014

 
46,460

 
70,276

Washington (5)
181,258

 
65,886

 

Oregon (6)
213,491

 
66,415

 

 
$
1,078,928

 
$
857,025

 
$
521,310

 

(1)
The California Segment during the time periods reflected above consists of operations in Orange, Los Angeles, San Diego, Riverside, San Bernardino, Alameda, Contra Costa, and San Joaquin counties. The offices are located in leased office space at 4695 MacArthur Court, 8th Floor, Newport Beach, California 92660 and 2603 Camino Ramon, Suite 450, San Ramon, CA 94583. The operating segment is led by a California regional president.
(2)
The Arizona Segment consists of operations in the Phoenix metropolitan area. The offices are located in a leased office building at 8840 E. Chaparral Road, Suite 200, Scottsdale, AZ 85250. The operating segment is led by a division president.
(3)
The Nevada Segment consists of operations in Clark and Nye counties. The offices are located in a leased office building at 1980 Festival Plaza Drive, Suite 500, Las Vegas, NV 89135. The operating segment is led by a division president.
(4)
The Colorado Segment consists of operations in Douglas, Grand, Jefferson, and Larimer counties. The offices are located in a leased office building at 8480 East Orchard Road, Suite 1000, Greenwood Village, CO 80111. The operating segment is led by a division president.
(5)
The Washington Segment consists of operations in King, Snohomish, and Pierce counties. The offices are located in a leased office building at 11624 SE 5th Street, Bellevue, WA 98005. The operating segment is led by a division president. Results presented for the Washington Segment are following the closing of the Polygon Acquisition on August 12, 2014.
(6)
The Oregon Segment consists of operations in Clackamas and Washington counties. The offices are located in a leased office building at 109 East 13th Street, Vancouver WA 98660. The operating segment is led by a division president. Results presented for the Oregon Segment are following the closing of the Polygon Acquisition on August 12, 2014.
Strategy and Lot Position
The Company owned approximately 13,479 lots and had options to purchase an additional 3,935 lots as of December 31, 2015. As used in this Annual Report on Form 10-K, “entitled” land typically has a development agreement and/or vesting tentative map, or a final recorded plat or map from the appropriate county or city government. Development agreements and vesting tentative maps generally provide for the right to develop the land in accordance with the provisions of the development agreement or vesting tentative map unless an issue arises concerning health, safety or general welfare. The Company’s sources of developed lots for its homebuilding operations are (1) purchase of smaller projects with shorter life cycles (merchant homebuilding) and (2) development of larger scale projects and/or master-planned communities.
The Company will continue to utilize its current inventory of lots and future land acquisitions to conduct its operating strategy, which consists of:
1.
converting our lot supply into active projects;
2.
maximize revenue in markets with strong demand;
3.
maintaining a low cost structure;
4.
acquiring land positions through disciplined acquisition strategies near employment centers or transportation corridors;
5.
leveraging an experienced management team; and

6


6.
generating returns for shareholders and generating positive cash flows.
Land Acquisition and Development
To manage the risks associated with land ownership and development, the Company has a Corporate Land Committee, which is comprised of certain members of its senior executive management team and key operational and financial executives. As potential land acquisitions are being analyzed, the Corporate Land Committee must approve all purchases. The Company’s long-term strategy consists of the following elements:
completing due diligence prior to committing to acquire land;
reviewing the status of entitlements and other governmental processing to mitigate zoning and other entitlement or development risk;
focusing on land as a component of a home’s cost structure, rather than on the land’s speculative value;
limiting land acquisition size to reduce investment levels in any one project where possible;
utilizing option, joint venture and other non-capital intensive structures to control land and reduce risk where feasible;
funding land acquisitions whenever possible with non-recourse seller financing;
employing centralized control of approval over all land transactions;
homebuilding operations in the western region of the United States, particularly in the Company’s long established markets of California, Arizona, Nevada and more recently, Colorado, Washington and Oregon; and
diversifying with respect to market segments and product types.

Prior to committing to the acquisition of land, the Company conducts feasibility studies covering pertinent aspects of the proposed commitment. These studies may include a variety of elements from technical aspects such as title, zoning, soil and seismic characteristics, to marketing studies that review population and employment trends, schools, transportation access, buyer profiles, sales forecasts, projected profitability, cash requirements, and assessment of political risk and other factors. Prior to acquiring land, the Company considers assumptions concerning the needs of the targeted customer and determines whether the underlying land price enables the Company to meet those needs at an affordable price. Before purchasing land, the Company attempts to project the commencement of construction and sales over a reasonable time period. The Company utilizes architects and outside consultants, under close supervision, to help review acquisitions and design products.
Homebuilding and Market Strategy
The Company currently has a wide variety of product lines which enables it to meet the specific needs of each of its markets. The Company creates product for the entry-level, first time move-up, second time move-up, and luxury home markets, and believes that a diversified product strategy enables it to best serve a wide range of buyers and adapt quickly to a variety of market conditions. The Company’s developments are geographically dispersed in order to diversify market risk.
Because the decision as to which product to develop is based on the Company’s assessment of market conditions and the restrictions imposed by government regulations, home styles and sizes vary from project to project. The Company generally standardizes and limits the number of home designs within any given product line. This standardization permits on-site mass production techniques and bulk purchasing of materials and components, thus enabling the Company to better control and sometimes reduce construction costs and home construction cycles.
The Company contracts with a number of architects and other consultants who are involved in the design process of the Company’s homes. Designs are constrained by zoning requirements, building codes, energy efficiency laws and local architectural guidelines, among other factors. Engineering, landscaping, master-planning and environmental impact analysis work are subcontracted to independent firms which are familiar with local requirements.
Substantially all construction work is done by subcontractors with the Company acting as the general contractor. The Company manages subcontractor activities with on-site supervisory employees and management control systems. The Company does not have long-term contractual commitments with its subcontractors or suppliers, and instead it contracts development work by project and where possible by phase size of 10 to 25 home sites. The Company generally has been able to obtain sufficient materials and subcontractors during times of material shortages, though it has experienced skilled labor

7


shortages in certain markets during times of peak demand. The Company believes its relationships with its suppliers and subcontractors are in good standing.
Description of Projects and Communities Under Development
The Company’s homebuilding projects usually take two to five years to develop. The following table presents project information relating to each of the Company’s homebuilding operating segments as of December 31, 2015. The section for "Active Projects" includes only projects with lots owned as of December 31, 2015, lots consolidated in accordance with certain accounting principles as of December 31, 2015 or homes closed for the year ended December 31, 2015, and in each case, with an estimated year of first delivery of 2016 or earlier. The section for "Future Owned and Controlled" includes projects with lots owned as of December 31, 2015 but with an estimated year of first delivery of 2017 or later, parcels of undeveloped land held for future sale, and lots controlled as of December 31, 2015, in each case aggregated by county. The following table includes certain information that is forward-looking or predictive in nature and is based on expectations and projections about future events. Such information is subject to a number of risks and uncertainties, and actual results may differ materially from those expressed or forecast in the table below. In addition, we undertake no obligation to update or revise the information in the table below to reflect changed assumptions, the occurrence of anticipated or unanticipated events or changes to projections over time. See "CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS" included in this Annual Report on Form 10-K.
 

Active Projects (by County or City)
Estimated Year of
First
Delivery
 
Estimated
Number of
Homes at
Completion
(1)
 
Cumulative Homes Closed as of December 31, 2015 (2)
 
Backlog at
December 31,
2015 (3) (4)
 
Lots Owned
as of
December 31,
2015 (5)
 
Homes Closed for the Year Ended December 31, 2015
 
Estimated Sales
Price
Range (6)
CALIFORNIA
 
 
 
 
 
 
 
 
 
 
 
 
 
Orange County:
 
 
 
 
 
 
 
 
 
 
 
 
 
Anaheim
 
 
 
 
 
 
 
 
 
 
 
 
 
Avelina
2016
 
38

 

 

 
38

 

 
$ 540,000 - 575,000
Buena Park
 
 
 
 
 
 
 
 
 
 
 
 
 
The Covey (7)
2016
 
67

 

 

 
67

 

 
$ 783,000 - 833,000
Cypress
 
 
 
 
 
 
 
 
 
 
 
 
 
Mackay Place (7)
2016
 
47

 

 

 
47

 

 
$ 812,000 - 887,000
Dana Point
 
 
 
 
 
 
 
 
 
 
 
 
 
Grand Monarch
2015
 
37

 
6

 
4

 
21

 
6

 
$ 2,577,000 - 2,904,000
Irvine
 
 
 
 
 
 
 
 
 
 
 
 
 
Agave
2013
 
96

 
96

 

 

 
7

 
(8)
Lyon Whistler (7)
2013
 
83

 
83

 

 

 
10

 
(8)
Ladera Ranch
 
 
 
 
 
 
 
 
 
 
 
 
 
Artisan
2015
 
29

 
3

 

 
18

 
3

 
$ 2,550,000 - 2,770,000
Rancho Mission Viejo
 
 
 
 
 
 
 
 
 
 
 
 
 
Lyon Cabanas
2013
 
97

 
97

 

 

 
18

 
(8)
Lyon Villas
2013
 
96

 
96

 

 

 
15

 
(8)
Aurora (7)
2016
 
94

 

 
18

 
94

 

 
$ 454,000 - 584,000
Vireo (7)
2015
 
90

 
10

 
8

 
80

 
10

 
$ 567,000 - 632,000
Briosa (7)
2016
 
50

 

 

 
50

 

 
$ 935,000 - 1,055,000
Rancho Santa Margarita
 
 
 
 
 
 
 
 
 
 
 
 
 
Dahlia Court
2016
 
36

 

 

 
36

 

 
$ 499,000 - 619,000
Los Angeles County:
 
 
 
 
 
 
 
 
 
 
 
 
 
Glendora
 
 
 
 
 
 
 
 
 
 
 
 
 
La Colina Estates
2015
 
121

 
6

 
5

 
88

 
6

 
$ 1,264,000 - 1,649,000
Hawthorne
 
 
 
 
 
 
 
 
 
 
 
 
 
360 South Bay:
 
 
 
 
 
 
 
 
 
 
 
 
 
The Townes
2013
 
96

 
96

 

 

 
13

 
(8)
The Terraces
2014
 
93

 
93

 

 

 
35

 
(8)
Lakewood
 
 
 
 
 
 
 
 
 
 
 
 
 
Canvas
2015
 
72

 
36

 
3

 
36

 
36

 
$ 435,000 - 477,000

8



San Diego County:
 
 
 
 
 
 
 
 
 
 
 
 
 
San Diego
 
 
 
 
 
 
 
 
 
 
 
 
 
Atrium
2014
 
80

 
80

 

 

 
29

 
(8)
Riverside County:
 
 
 
 
 
 
 
 
 
 
 
 
 
Riverside
 
 
 
 
 
 
 
 
 
 
 
 
 
Bridle Creek
2015
 
10

 
10

 

 

 
10

 
(8)
SkyRidge
2014
 
90

 
18

 
1

 
72

 
15

 
$ 500,000 - 543,000
TurnLeaf
 
 
 
 
 
 
 
 
 
 
 
 
 
Crossings
2014
 
139

 
10

 
3

 
83

 
9

 
$ 505,000 - 549,000
Coventry
2015
 
161

 
6

 

 
99

 
6

 
$ 553,000 - 578,000
Eastvale
 
 
 
 
 
 
 
 
 
 
 
 
 
Nexus
2015
 
220

 
10

 
21

 
210

 
10

 
$ 334,000 - 362,000
San Bernardino County:
 
 
 
 
 
 
 
 
 
 
 
 
 
Upland
 
 
 
 
 
 
 
 
 
 
 
 
 
The Orchards (7)
 
 
 
 
 
 
 
 
 
 
 
 
 
Citrus Court
2015
 
77

 
12

 
6

 
65

 
12

 
$ 324,000 - 399,000
Citrus Pointe
2015
 
132

 
9

 
5

 
123

 
9

 
$ 349,000 - 404,000
Yucaipa
 
 
 
 
 
 
 
 
 
 
 
 
 
Cedar Glen
2015
 
143

 
70

 
4

 
73

 
70

 
$ 304,000 - 318,000
Alameda County
 
 
 
 
 
 
 
 
 
 
 
 
 
Newark
 
 
 
 
 
 
 
 
 
 
 
 
 
Bayshores
 
 
 
 
 
 
 
 
 
 
 
 
 
The Banks
2016
 
120

 

 

 
120

 

 
$ 735,000 - 795,000
The Tides
2016
 
76

 

 

 
76

 

 
$ 825,000 - 855,000
The Isles
2016
 
81

 

 

 
81

 

 
$ 885,000 - 950,000
Dublin
 
 
 
 
 
 
 
 
 
 
 
 
 
Terrace Ridge
2015
 
36

 
15

 
11

 
21

 
15

 
$ 1,110,000 - 1,170,000
Contra Costa County:
 
 
 
 
 
 
 
 
 
 
 
 
 
Pittsburgh
 
 
 
 
 
 
 
 
 
 
 
 
 
Vista Del Mar
 
 
 
 
 
 
 
 
 
 
 
 
 
Villages II
2012
 
131

 
131

 

 

 
20

 
(8)
Vineyard II
2014
 
104

 
62

 
7

 
42

 
52

 
$ 563,000 - 632,000
Victory II
2016
 
11

 

 
6

 
11

 

 
$ 563,000 - 632,000
Brentwood
 
 
 
 
 
 
 
 
 
 
 
 
 
Palmilla (7)
 
 
 
 
 
 
 
 
 
 
 
 
 
El Sol
2014
 
52

 
52

 

 

 
31

 
(8)
Cielo
2014
 
56

 
48

 
3

 
8

 
32

 
$ 399,000 - 454,000
Antioch
 
 
 
 
 
 
 
 
 
 
 
 
 
Oak Crest
2013
 
130

 
119

 
10

 
11

 
61

 
$ 443,000 - 488,000
San Joaquin County:
 
 
 
 
 
 
 
 
 
 
 
 
 
Tracy
 
 
 
 
 
 
 
 
 
 
 
 
 
Maplewood
2014
 
59

 
49

 
4

 
10

 
40

 
$ 450,000 - 532,000
Santa Clara County:
 
 
 
 
 
 
 
 
 
 
 
 
 
Morgan Hill
 
 
 
 
 
 
 
 
 
 
 
 
 
Brighton Oaks
2015
 
110

 
47

 
48

 
63

 
47

 
$ 540,000 - 670,000
Mountain View
 
 
 
 
 
 
 
 
 
 
 
 
 
Guild 33
2015
 
33

 
6

 
27

 
27

 
6

 
$ 1,180,000 - 1,495,000
CALIFORNIA SEGMENT
 
 
3,293


1,376


194


1,770


633

 
 
ARIZONA
Maricopa County:
 
 
 
 
 
 
 
 
 
 
 
 
 
Queen Creek
 
 
 
 
 
 
 
 
 
 
 
 
 
Hastings Farm
 
 
 
 
 
 
 
 
 
 
 
 
 

9



Villas
2012
 
337

 
337

 

 

 
13

 
(8)
Estates
2012
 
153

 
140

 
10

 
13

 
24

 
$ 307,000 - 361,000
Meridian
 
 
 
 
 
 
 
 
 
 
 
 
 
Harvest
2015
 
448

 
44

 
46

 
404

 
44

 
$ 190,900 - 226,900
Homestead
2015
 
562

 
17

 
13

 
545

 
17

 
$ 230,000 - 298,000
Harmony
2015
 
505

 
9

 
9

 
496

 
9

 
$ 258,000 - 272,000
Horizons
2016
 
425

 

 

 
425

 

 
$ 292,000 - 356,000
Mesa
 
 
 
 
 
 
 
 
 
 
 
 
 
Lehi Crossing
 
 
 
 
 
 
 
 
 
 
 
 
 
Settlers Landing
2012
 
235

 
132

 
20

 
103

 
49

 
$ 232,000 - 265,000
Wagon Trail
2013
 
244

 
100

 
21

 
144

 
40

 
$ 247,000 - 300,000
Monument Ridge
2013
 
248

 
51

 
13

 
197

 
18

 
$ 278,000 - 366,000
Albany Village
2016
 
228

 

 

 
228

 

 
$ 182,000 - 231,000
Peoria
 
 
 
 
 
 
 
 
 
 
 
 
 
Rio Vista
2015
 
197

 
38

 
77

 
159

 
38

 
$ 189,000 - 217,000
ARIZONA SEGMENT
 
 
3,582


868


209


2,714


252

 
 
NEVADA
Clark County:
 
 
 
 
 
 
 
 
 
 
 
 
 
North Las Vegas
 
 
 
 
 
 
 
 
 
 
 
 
 
Tierra Este
2013
 
114

 
62

 
10

 
52

 
36

 
$ 214,000 - 234,000
Rhapsody
2014
 
63

 
63

 

 

 
31

 
(8)
Las Vegas
 
 
 
 
 
 
 
 
 
 
 
 
 
Serenity Ridge
2013
 
108

 
97

 
8

 
11

 
30

 
$ 478,000 - 558,000
Lyon Estates
2014
 
128

 
30

 
16

 
98

 
13

 
$ 408,000 - 538,000
Sterling Ridge
 
 
 
 
 
 
 
 
 
 
 
 
 
Grand
2014
 
137

 
55

 
17

 
82

 
31

 
$ 875,000 - 920,000
Premier
2014
 
62

 
49

 
2

 
13

 
19

 
$ 1,244,000 - 1,312,000
Allegra
2016
 
88

 

 
12

 
88

 

 
$ 523,000 - 542,000
Silver Ridge
2016
 
83

 

 
6

 
14

 

 
$ 1,294,000 - 1,362,000
Tuscan Cliffs
2015
 
77

 
12

 
7

 
65

 
12

 
$ 736,000 - 786,000
Brookshire
 
 
 
 
 
 
 
 
 
 
 
 
 
Estates
2015
 
35

 
3

 
17

 
32

 
3

 
$ 585,000 - 621,000
Heights
2015
 
98

 
12

 
3

 
86

 
12

 
$ 369,000 - 391,000
Henderson
 
 
 
 
 
 
 
 
 
 
 
 
 
Lago Vista
2016
 
52

 

 
3

 
52

 

 
$ 881,000 - 935,000
The Peaks
2016
 
88

 

 

 
88

 

 
$ 475,000 - 495,000
Nye County:
 
 
 
 
 
 
 
 
 
 
 
 
 
Pahrump
 
 
 
 
 
 
 
 
 
 
 
 
 
Mountain Falls
 
 
 
 
 
 
 
 
 
 
 
 
 
Series I
2011
 
211

 
129

 
9

 
82

 
29

 
$ 154,000 - 183,000
Series II
2014
 
218

 
18

 
5

 
200

 
14

 
$ 221,000 - 304,000
NEVADA SEGMENT
 
 
1,562


530


115


963


230

 
 
COLORADO
Arapahoe County
 
 
 
 
 
 
 
 
 
 
 
 
 
Aurora Southshore
 
 
 
 
 
 
 
 
 
 
 
 
 
Hometown I
2014
 
68

 
41

 
3

 
27

 
36

 
 $ 359,000 - 376,000
Generations
2014
 
15

 
11

 
2

 
4

 
10

 
 $ 401,000 - 494,000
Harmony
2015
 
11

 
6

 
2

 
5

 
6

 
 $ 418,000 - 509,000
Signature I
2015
 
14

 
1

 
1

 
13

 
1

 
 $ 531,000 - 584,000
Hometown II
2016
 
30

 

 
2

 
30

 

 
 $ 384,000 - 417,000
Artistry
2016
 
60

 

 
7

 
60

 

 
 $ 414,000 - 475,000
Signature II
2016
 
23

 

 

 
23

 

 
 $ 480,000 - 540,000

10



Centennial
 
 
 
 
 
 
 
 
 
 
 
 
 
Greenfield
2016
 
35

 

 

 
35

 

 
 $ 426,000 - 484,000
Douglas County
 
 
 
 
 
 
 
 
 
 
 
 
 
Castle Rock
 
 
 
 
 
 
 
 
 
 
 
 
 
Cliffside
2014
 
49

 
27

 
11

 
22

 
15

 
 $ 502,000 - 579,000
Parker
 
 
 
 
 
 
 
 
 
 
 
 
 
Canterberry
2014
 
37

 
37

 

 

 
33

 
(8)
Grand County
 
 
 
 
 
 
 
 
 
 
 
 
 
Granby
 
 
 
 
 
 
 
 
 
 
 
 
 
Granby Ranch
2012
 
19

 
18

 

 
1

 
3

 
 $ 500,000 - 529,000
Jefferson County
 
 
 
 
 
 
 
 
 
 
 
 
 
Arvada
 
 
 
 
 
 
 
 
 
 
 
 
 
Candelas Sundance
2014
 
66

 
60

 
1

 
6

 
25

 
 $ 386,000 - 440,000
Candelas II
 
 
 
 
 
 
 
 
 
 
 
 
 
Generations
2015
 
91

 
3

 
11

 
88

 
3

 
 $ 394,000 - 470,000
Tapestry
2015
 
110

 

 
2

 
110

 

 
 $ 446,000 - 525,000
Leydon Rock
 
 
 
 
 
 
 
 
 
 
 
 
 
Garden
2014
 
56

 
17

 
4

 
39

 
15

 
 $ 394,000 - 434,000
Park
2015
 
78

 
37

 
8

 
41

 
37

 
 $ 375,000 - 440,000
Larimer County
 
 
 
 
 
 
 
 
 
 
 
 
 
Fort Collins
 
 
 
 
 
 
 
 
 
 
 
 
 
Timnath Ranch
 
 
 
 
 
 
 
 
 
 
 
 
 
Sonnet
2014
 
179

 
30

 
3

 
149

 
20

 
 $ 377,000 - 451,000
Park
2014
 
92

 
27

 
13

 
65

 
15

 
 $ 348,000 - 383,000
Loveland
 
 
 
 
 
 
 
 
 
 
 
 
 
Lakes at Centerra
2015
 
200

 
11

 
8

 
55

 
11

 
 $ 350,000 - 390,000
COLORADO SEGMENT
 
 
1,233


326


78


773


230

 
 
WASHINGTON (9)
King County:
 
 
 
 
 
 
 
 
 
 
 
 
 
Westridge
2015
 
365

 

 

 
365

 

 
$ 438,990 - 1,030,990
Cascara at Redmond Ridge
2014
 
69

 
69

 

 

 
56

 
(8)
The Brownstones at Issaquah Highlands
2014
 
176

 
114

 
7

 
62

 
91

 
$ 499,990 - 619,990
The Towns at Mill Creek Meadows
2014
 
122

 
117

 
4

 
5

 
94

 
$ 259,990 - 358,990
Bryant Heights
2015
 
89

 
3

 
3

 
86

 
3

 
$ 535,990 - 1,250,000
Highcroft at Sammamish
2016
 
121

 

 
8

 

 

 
$ 725,990 - 1,075,990
Ridgeview Townhomes
2016
 
40

 

 

 
40

 

 
$ 325,990 - 399,990
High Point Block 34
2016
 
54

 

 

 
54

 

 
$ 325,990 - 545,990
Dexter & Lee
2016
 
98

 

 

 
98

 

 
$ 325,990 - 545,990
Snohomish County:
 
 
 
 
 
 
 
 
 
 
 
 
 
Riverfront MF
2016
 
425

 

 

 
190

 

 
$ 229,990 - 450,000
The Reserve at North Creek
2014
 
127

 
121

 
5

 
6

 
84

 
$ 484,990 - 574,990
Silverlake Center
2015
 
100

 
45

 
10

 
55

 
45

 
$ 239,990 - 309,990
Pierce County:
 
 
 
 
 
 
 
 
 
 
 
 
 
The Reserve at Maple Valley
2014
 
41

 
41

 

 

 
14

 
(8)
Spanaway 230
2015
 
230

 
47

 
7

 
183

 
47

 
$ 234,990 - 349,990
WASHINGTON SEGMENT
 
 
2,057


557


44


1,144


434

 
 
OREGON (9)
Clackamas County:
 
 
 
 
 
 
 
 
 
 
 
 
 
Calais at Villebois - Rumpf Alley
2015
 
58

 
43

 
1

 
15

 
43

 
$ 419,990 - 459,990

11



Calais at Villebois - Rumpf Traditional
2015
 
26

 
15

 
7

 
11

 
15

 
$ 499,990 - 579,500
Villebois
2014
 
183

 
139

 
3

 
44

 
61

 
$ 284,990 - 469,990
Villebois Zion III - Alley
2015
 
51

 
16

 
4

 
35

 
16

 
$ 329,990 - 389,990
Villebois Zion III - Traditional
2015
 
10

 
10

 

 

 
10

 
(8)
Villebois Lund Cottages
2015
 
75

 
20

 
3

 
55

 
20

 
$ 254,990 - 289,990
Villebois Lund Townhomes
2015
 
42

 
4

 
4

 
38

 
4

 
$ 239,990 - 259,990
Villebois Lund Alley
2016
 
88

 
2

 
2

 
86

 
2

 
$ 304,990 - 354,990
Grande Pointe at Villebois
2016
 
100

 

 

 
100

 

 
$ 439,990 - 589,990
Villebois V
2016
 
93

 

 

 
93

 

 
$ 304,990 - 354,990
Villebois Village Center 75 & 83 & 80
2016
 
149

 

 

 
149

 

 
$ 237,990 - 258,990
Brenchley Estates
2014
 
17

 
17

 

 

 
1

 
(8)
Washington County:
 
 
 
 
 
 
 
 
 
 
 
 
 
Baseline Woods
2014
 
130

 
113

 

 
17

 
57

 
$ 289,990 - 379,990
Baseline Woods SFD II
2015
 
102

 
48

 
12

 
54

 
48

 
$ 329,990 - 454,990
Murray & Weir
2014
 
81

 
72

 
6

 
9

 
57

 
$ 394,990 - 424,990
Twin Creeks at Cooper Mountain
2014
 
94

 
54

 
9

 
40

 
48

 
$ 479,990 - 614,990
Bethany West - Alley
2015
 
94

 
30

 
2

 
13

 
30

 
$ 374,990 - 459,990
Bethany West - Cottage
2015
 
61

 
16

 
1

 
19

 
16

 
$ 319,990 - 389,990
Bethany West - Traditional
2015
 
82

 
45

 
11

 
9

 
45

 
$ 569,990 - 664,990
Bethany West - Townhomes
2016
 
32

 

 

 

 

 
$ 264,990 - 284,990
Bethany West - Weisenfluh
2016
 
36

 

 

 
36

 

 
$ 569,990 - 659,990
Bull Mountain Dickson
2016
 
82

 

 

 
82

 

 
$ 539,990 - 649,990
Orenco Woods SFD
2015
 
71

 
43

 
14

 
28

 
43

 
$ 359,990 - 519,990
North Plains at Sunset Ridge
2015
 
104

 
19

 
20

 
85

 
19

 
$ 324,990 - 429,990
OREGON SEGMENT
 
 
1,861


706


99


1,018


535

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Future Owned and Controlled (by County)
 
 
 
 
 
 
 
Lots Owned or Controlled as of December 31, 2015 (10)
 
 
 
 
CALIFORNIA
 
 
 
 
 
 
 
 
 
 
 
 
 
Orange County
 
 
 
 
 
 
 
 
124

 
 
 
 
Los Angeles County
 
 
 
 
 
 
 
 
122

 
 
 
 
Riverside County
 
 
 
 
 
 
 
 
102

 
 
 
 
San Bernardino County
 
 
 
 
 
 
 
 
70

 
 
 
 
Alameda County
 
 
 
 
 
 
 
 
317

 
 
 
 
Contra Costa County
 
 
 
 
 
 
 
 
296

 
 
 
 
ARIZONA
 
 
 
 
 
 
 
 
 
 
 
 
 
Maricopa County (11)
 
 
 
 
 
 
 
 
2,490

 
 
 
 
NEVADA
 
 
 
 
 
 
 
 
 
 
 
 
 
Nye County (11)
 
 
 
 
 
 
 
 
1,925

 
 
 
 
Clark County
 
 
 
 
 
 
 
 
554

 
 
 
 
COLORADO
 
 
 
 
 
 
 
 
 
 
 
 
 
Grand County
 
 
 
 
 
 
 
 
25

 
 
 
 
Larimer County
 
 
 
 
 
 
 
 
134

 
 
 
 
WASHINGTON
 
 
 
 
 
 
 
 
 
 
 
 
 
King County
 
 
 
 
 
 
 
 
562

 
 
 
 
Snohomish County
 
 
 
 
 
 
 
 
309

 
 
 
 
OREGON
 
 
 
 
 
 
 
 
 
 
 
 
 
Clackamas County
 
 
 
 
 
 
 
 
197

 
 
 
 

12



Washington County
 
 
 
 
 
 
 
 
1,805

 
 
 
 
TOTAL FUTURE OWNED & CONTROLLED
 
 
 
 
 
9,032