UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 2, 2019
WILLIAM LYON HOMES
(Exact name of registrant as specified in charter)
Delaware | 001-31625 | 33-0864902 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4695 MacArthur Court, 8th Floor
Newport Beach, California 92660
(Address of principal executive offices and zip code)
(949) 833-3600
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Class A Common Stock, $0.01 par value | WLH | New York Stock Exchange |
Item 2.02. | Results of Operations and Financial Conditions. |
On May 2, 2019, William Lyon Homes (the Company) issued a press release announcing its financial results for the three months ended March 31, 2019. A copy of the press release is furnished herewith as Exhibit 99.1, and is incorporated herein by reference.
The information in this Current Report on Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to liability under that section, except as specifically incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 7.01. | Regulation FD Disclosure. |
Senior management of the Company will reference the materials included in Exhibit 99.2 to this report (the Earnings Presentation) during an earnings conference call to be held at 9:00 a.m. Pacific Time on May 2, 2019. A copy of the Earnings Presentation is furnished as Exhibit 99.2 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including the Earnings Presentation attached to this report as Exhibit 99.2, shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company. In addition, the Earnings Presentation furnished as an exhibit to this report may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are furnished herewith:
99.1 | Press Release issued on May 2, 2019 announcing financial results for the three months ended March 31, 2019. | |
99.2 | Earnings Presentation. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WILLIAM LYON HOMES | ||||||
Dated: May 2, 2019 | By: | /S/ COLIN T. SEVERN | ||||
Colin T. Severn | ||||||
Senior Vice President | ||||||
Chief Financial Officer |
Exhibit 99.1
WILLIAM LYON HOMES REPORTS FIRST QUARTER 2019 RESULTS
FIRST QUARTER HOMEBUILDING REVENUE OF $453.8 MILLION, UP 22%; PRE-TAX INCOME OF
$20.0 MILLION, UP 30%; NEW HOME DELIVERIES OF 949 HOMES, UP 28%;
SG&A PERCENTAGE OF 12.0%
NEWPORT BEACH, CA May 2, 2019 William Lyon Homes (NYSE: WLH), a leading homebuilder in the Western U.S., announced results for its first quarter ended March 31, 2019.
2019 First Quarter Highlights (Comparison to 2018 First Quarter)
| Net income available to common stockholders of $8.1 million, or $0.21 per diluted share, compared to $8.3 million, or $0.21 per diluted share in the prior year |
| Pre-tax income of $20.0 million, up from $15.4 million in the prior year |
| New home deliveries of 949 homes, up 28% |
| Home sales revenue of $453.8 million, up 22% |
| Average sales price (ASP) of new homes delivered of $478,200 versus $503,200 |
| Homebuilding gross margin percentage of 16.0% |
| Net new home orders of 1,103 |
| Units in backlog of 1,195 |
| Dollar value of homes in backlog of $527.2 million |
| SG&A percentage of 12.0%, compared to 12.7% |
| Adjusted EBITDA of $36.6 million |
| Average sales locations of 118 |
The first quarter of 2019 played out generally as we expected, and reflected a nice rebound from the volatility experienced late last year, as interest rates have receded and consumer demand has rebounded against a backdrop of ongoing strength in the broader economy, said Matthew R. Zaist, President and Chief Executive Officer. One of our objectives coming into the year was to deliver on our spec inventory, and our operating teams performed well in converting these homes to sell and close during the quarter. This represented 41% of our deliveries for the quarter, highlighting the attractiveness to the entry-level consumer of inventory available to the needs-based buyer.
Overall our backlog conversion rate was 91% for the quarter, the highest in several years, and yielding 949 new home deliveries, an increase of 28%, and homebuilding revenues of $453.8 million, up 22% over the prior year. In addition, we had significant improvement in pre-tax income of 30% year-over-year, and SG&A leverage was better than our expectations by 100 basis points.
Mr. Zaist continued, Net new home orders for the first quarter were flat compared to last years very strong first quarter, and the order cadence accelerated each month as the quarter progressed. Our monthly order pace was 2.4 sales per community in January, improving to 2.9 in February, and picking up meaningfully in March to 4.1, bringing us back in line with historical norms. We continue to benefit from our strategy of focusing on the entry-level and first-time move-up buyer segments, which represent 83% of our deliveries and our ending backlog, and the highest absorbing segments for the Company during the quarter.
Operating Results
Home sales revenue for the first quarter of 2019 was $453.8 million, as compared to $372.4 million in the year-ago period, an increase of 22%. The increase was driven by a 28% increase in deliveries to 949 homes, compared to 740 in the first quarter of 2018, partially offset by a 5% year-over-year decline in the average sales price of homes closed. Our decrease in ASP is based on our change in product mix with a higher concentration of deliveries from Texas.
Homebuilding gross margin percentage for homes closed during the first quarter of 2019 was 16.0%, compared to 17.5% in the prior year period. The year-over-year decrease was primarily attributable to higher sales incentives on homes closed during the first quarter. Incentives as a percentage of revenue was 3.3% during the first quarter of 2019 as compared to 2.1% during the first quarter of 2018.
Net new home orders for the quarter were 1,103, in line with 1,106 in the first quarter of 2018. Net new home orders reflect a decrease in sales pace, as community count increased to 118 average sales locations, from 84 in the year-ago period, an increase of 40%. Our cancellation rate for the first quarter of 2019 was 16%, which is higher than the 10% experienced in the first quarter of last year, but down significantly from the 24% cancellation rate we experienced during the fourth quarter of 2018.
Sales and marketing expense during the first quarter of 2019 decreased to 5.6% of homebuilding revenue, compared to 6.1% in the year-ago quarter, primarily due to a decrease in advertising and model operations expense during the quarter. General and administrative expenses decreased to 6.4% of homebuilding revenue, compared to 6.6% in the year-ago quarter, primarily due to improved operating leverage.
Pre-tax income was up 30.0% to $20.0 million, from $15.4 million in the prior year. Provision for income tax was up to $4.9 million, for an effective tax rate of 24.4%, compared to a provision of $2.8 million, or 18.3%, in the prior year. The increase is attributable to certain one-time discreet items regarding stock compensation expense during the current year.
Net income attributable to non-controlling interest was $7.0 million during the first quarter, which was higher than our prior expectations due primarily to the timing of an additional phase of deliveries in a joint venture project in Southern California.
Balance Sheet Update
At quarter end, cash and cash equivalents totaled $45.7 million, owned real estate inventories totaled $2.3 billion, total assets were $2.9 billion and total equity was $1.0 billion. Total debt to book capitalization was 57.4%, and net debt to net book capitalization was 56.6% at March 31, 2019, compared to 56.6% and 55.9% at December 31, 2018, respectively.
Recent Developments
On May 1, 2019, the Board of Directors of the Company approved a limited waiver at the request of William H. Lyon solely for purposes of Section 203 of the Delaware General Corporation Law to allow Mr. Lyon and certain of his affiliates (the Lyon Stockholders) to enter into certain arrangements with potential unaffiliated co-investors in connection with potentially making a proposal for a possible business combination with the Company, as described in more detail in the Schedule 13D amendment filed by the Lyon Stockholders on the SECs website on May 2, 2019. Mr. Lyon has indicated that he is not engaged in active discussions, the Company is not aware of any imminent proposal, and there is no assurance that granting this waiver will lead to any potential transaction.
Conference Call
The Company will host a conference call to discuss these results today, Thursday, May 2nd, 2019 at 9:00 a.m. Pacific Time. The call will be available via both the telephone at (855) 851-4524 or (720) 634-2900, conference ID #2977366, or through the Companys website at www.lyonhomes.com in the Investor Relations section of the site.
A replay of the call will be available through May 9th, 2019 by dialing (855) 859-2056 or (404) 537-3406, conference ID #2977366. A webcast replay of the call will also be available on the Companys website approximately two hours after the broadcast.
About William Lyon Homes
William Lyon Homes 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, Oregon and Texas. Its core markets include Orange County, Los Angeles, San Diego, Riverside, San Bernardino, the South and East Bay Areas of San Francisco, Phoenix, Las Vegas, Denver, Fort Collins, Portland, Seattle, Houston, Austin and San Antonio. The Company has a distinguished legacy of more than 60 years of homebuilding operations, over which time it has sold in excess of 108,000 homes. The Company markets and sells its homes under the William Lyon Homes brand in all of its markets except for Washington and Oregon, where the Company operates under the Polygon Northwest brand.
Forward-Looking Statements
Certain statements contained in this release and the accompanying comments during our conference call that are not historical information may constitute forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995, including, but not limited to, forward-looking statements related to: anticipated deliveries, revenue and pre-tax income, gross margin performance, backlog conversion rates, operating and financial results for the second quarter of 2019 and beyond, community count growth and project performance, market and industry trends, average sale price of homes to be closed in various periods, SG&A percentage, future cash needs and liquidity, minority interest from our homebuilding joint ventures, any actions that may be taken by the Lyon Stockholders or other third parties, leverage ratios and reduction strategies, land acquisitions, financial services and ancillary business performance and strategies. The forward-looking statements involve risks and uncertainties and actual results may differ materially from those projected or implied. The Company makes no commitment, and disclaims any duty, to update or revise any forward-looking statements to reflect future events or changes in these expectations. Further, certain forward-looking statements are based on assumptions of future events which may not prove to be accurate. Factors that may impact such forward-looking statements include, among others: changes in mortgage and other interest rates; affordability pressures; adverse weather conditions; the availability of labor and homebuilding materials and increased construction cycle times; our financial leverage and level of indebtedness and any inability to comply with financial and other covenants under our debt instruments; continued volatility and worsening in general economic conditions either internationally, nationally or in regions in which we operate; increased housing supply in our markets; increased outside broker costs; increased costs of homebuilding materials; changes in governmental laws and regulations and compliance, increased costs, fees and delays associated therewith; government actions, policies, programs and regulations directed at or affecting the housing market (including the Tax Cuts and Jobs Act (TCJA), the Dodd-Frank Act, tax benefits associated with purchasing and owning a home, and the standards, fees and size limits applicable to the purchase or insuring of mortgage loans by government-sponsored enterprises and government agencies), the homebuilding industry, or construction activities; changes in existing tax laws or enacted corporate income tax rates, including pursuant to the TCJA; 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 our insurance coverage; defects in manufactured products or other homebuilding materials; decline in real estate values resulting in impairment of our real estate assets; volatility in the banking industry, credit and capital markets; restraints on foreign investment; terrorism or other hostilities involving the United States and other geopolitical risk as well as restrictive policies such as tariffs or capital investment restrictions; building moratorium or slow-growth or no-growth initiatives that could be implemented in states in which we operate; conditions in the capital, credit and financial markets, including mortgage lending standards and the availability and timing of mortgage financing; changes in generally accepted accounting principles or interpretations of those principles; competition for home sales from other sellers of new and resale homes; cancellations and our ability to realize our backlog; the occurrence of events such as landslides, soil subsidence and earthquakes that are uninsurable, not economically insurable or not subject to effective indemnification agreements; limitations on our ability to utilize our tax attributes; whether an ownership change occurred that could, under certain circumstances, have resulted in the limitation of our 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; and additional factors discussed under the sections captioned Risk Factors included in our annual and quarterly reports filed with the Securities and Exchange Commission. The foregoing list is not exhaustive. New risk factors may emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business.
Investor/Media Contacts:
Larry Clark
Financial Profiles, Inc.
(310) 622-8223
WLH@finprofiles.com
WILLIAM LYON HOMES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except number of shares and per share data)
(unaudited)
Three Months Ended March 31, 2019 |
Three Months Ended March 31, 2018 |
|||||||
Operating revenue |
||||||||
Home sales |
$ | 453,775 | $ | 372,385 | ||||
Construction services |
2,089 | 983 | ||||||
|
|
|
|
|||||
455,864 | 373,368 | |||||||
|
|
|
|
|||||
Operating costs |
||||||||
Cost of sales homes |
(381,044 | ) | (307,308 | ) | ||||
Construction services |
(1,969 | ) | (983 | ) | ||||
Sales and marketing |
(25,277 | ) | (22,693 | ) | ||||
General and administrative |
(29,126 | ) | (24,521 | ) | ||||
Transaction expenses |
| (3,130 | ) | |||||
Other |
(344 | ) | (298 | ) | ||||
|
|
|
|
|||||
(437,760 | ) | (358,933 | ) | |||||
|
|
|
|
|||||
Operating income |
18,104 | 14,435 | ||||||
Equity in income of unconsolidated joint ventures |
912 | 932 | ||||||
Other income, net |
631 | 35 | ||||||
|
|
|
|
|||||
Income before extinguishment of debt |
19,647 | 15,402 | ||||||
Gain on extinguishment of debt |
383 | | ||||||
|
|
|
|
|||||
Income before provision for income taxes |
20,030 | 15,402 | ||||||
Provision for income taxes |
(4,896 | ) | (2,814 | ) | ||||
|
|
|
|
|||||
Net income |
15,134 | 12,588 | ||||||
Less: Net income attributable to noncontrolling interests |
(7,015 | ) | (4,260 | ) | ||||
|
|
|
|
|||||
Net income available to common stockholders |
$ | 8,119 | $ | 8,328 | ||||
|
|
|
|
|||||
Income per common share: |
||||||||
Basic |
$ | 0.22 | $ | 0.22 | ||||
Diluted |
$ | 0.21 | $ | 0.21 | ||||
Weighted average common shares outstanding: |
||||||||
Basic |
37,610,766 | 37,931,256 | ||||||
Diluted |
38,755,113 | 39,855,683 |
WILLIAM LYON HOMES
CONSOLIDATED BALANCE SHEETS
(in thousands, except number of shares and par value per share)
March 31, 2019 |
December 31, 2018 |
|||||||
(unaudited) | ||||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 45,709 | $ | 33,779 | ||||
Receivables |
15,417 | 13,502 | ||||||
Escrow proceeds receivable |
2,659 | | ||||||
Real estate inventories |
||||||||
Owned |
2,303,536 | 2,333,207 | ||||||
Not owned |
294,085 | 315,576 | ||||||
Investment in unconsolidated joint ventures |
5,662 | 5,542 | ||||||
Goodwill |
123,695 | 123,695 | ||||||
Intangibles, net of accumulated amortization of $4,640 as of March 31, 2019 and December 31, 2018 |
6,700 | 6,700 | ||||||
Deferred income taxes |
46,900 | 47,241 | ||||||
Lease right-of-use assets |
13,135 | 13,561 | ||||||
Other assets, net |
37,515 | 36,971 | ||||||
|
|
|
|
|||||
Total assets |
$ | 2,895,013 | $ | 2,929,774 | ||||
|
|
|
|
|||||
LIABILITIES AND EQUITY |
||||||||
Accounts payable |
$ | 108,506 | $ | 128,371 | ||||
Accrued expenses |
96,715 | 150,155 | ||||||
Liabilities from inventories not owned |
294,085 | 315,576 | ||||||
Revolving credit facility |
110,000 | 45,000 | ||||||
Construction notes payable |
1,204 | 1,231 | ||||||
Joint venture notes payable |
144,027 | 151,788 | ||||||
7% Senior Notes due August 15, 2022 |
347,639 | 347,456 | ||||||
6% Senior Notes due September 1, 2023 |
344,206 | 343,878 | ||||||
57/8% Senior Notes due January 31, 2025 |
428,430 | 431,992 | ||||||
|
|
|
|
|||||
1,874,812 | 1,915,447 | |||||||
|
|
|
|
|||||
Commitments and contingencies |
||||||||
Equity: |
||||||||
William Lyon Homes stockholders equity |
||||||||
Preferred stock, par value $0.01 per share; 10,000,000 shares authorized and no shares issued and outstanding at March 31, 2019 and December 31, 2018 |
| | ||||||
Common stock, Class A, par value $0.01 per share; 150,000,000 shares authorized; 34,020,166 and 33,904,972 shares issued, 32,995,571 and 32,690,378 shares outstanding at March 31, 2019 and December 31, 2018, respectively |
340 | 339 | ||||||
Common stock, Class B, par value $0.01 per share; 30,000,000 shares authorized; 4,817,394 shares issued and outstanding at March 31, 2019 and December 31, 2018 |
48 | 48 | ||||||
Additional paid-in capital |
445,953 | 445,545 | ||||||
Retained earnings |
425,509 | 417,390 | ||||||
|
|
|
|
|||||
Total William Lyon Homes stockholders equity |
871,850 | 863,322 | ||||||
Noncontrolling interests |
148,351 | 151,005 | ||||||
|
|
|
|
|||||
Total equity |
1,020,201 | 1,014,327 | ||||||
|
|
|
|
|||||
Total liabilities and equity |
$ | 2,895,013 | $ | 2,929,774 | ||||
|
|
|
|
WILLIAM LYON HOMES
SELECTED FINANCIAL AND OPERATING INFORMATION
(unaudited)
Three Months Ended March 31, | ||||||||||||
2019 | 2018 | |||||||||||
Consolidated Total |
Consolidated Total |
Percentage% Change |
||||||||||
Selected Financial Information |
||||||||||||
(dollars in thousands) |
||||||||||||
Homes closed |
949 | 740 | 28 | % | ||||||||
|
|
|
|
|
|
|||||||
Home sales revenue |
$ | 453,775 | $ | 372,385 | 22 | % | ||||||
Cost of sales (excluding interest) |
(360,628 | ) | (287,769 | ) | 25 | % | ||||||
|
|
|
|
|
|
|||||||
Adjusted homebuilding gross margin (1) |
$ | 93,147 | $ | 84,616 | 10 | % | ||||||
|
|
|
|
|
|
|||||||
Adjusted homebuilding gross margin percentage (1) |
20.5 | % | 22.7 | % | (10 | %) | ||||||
|
|
|
|
|
|
|||||||
Interest in cost of sales |
(20,415 | ) | (18,804 | ) | 9 | % | ||||||
Purchase accounting adjustments |
| (735 | ) | (100 | %) | |||||||
|
|
|
|
|
|
|||||||
Gross margin |
$ | 72,732 | $ | 65,077 | 12 | % | ||||||
|
|
|
|
|
|
|||||||
Gross margin percentage |
16.0 | % | 17.5 | % | (8 | %) | ||||||
|
|
|
|
|
|
|||||||
Number of homes closed |
||||||||||||
California |
281 | 210 | 34 | % | ||||||||
Arizona |
89 | 105 | (15 | %) | ||||||||
Nevada |
71 | 74 | (4 | %) | ||||||||
Colorado |
126 | 93 | 35 | % | ||||||||
Washington |
72 | 94 | (23 | %) | ||||||||
Oregon |
120 | 104 | 15 | % | ||||||||
Texas |
190 | 60 | 217 | % | ||||||||
|
|
|
|
|
|
|||||||
Total |
949 | 740 | 28 | % | ||||||||
|
|
|
|
|
|
|||||||
Average sales price of homes closed |
||||||||||||
California |
$ | 662,300 | $ | 642,000 | 3 | % | ||||||
Arizona |
332,500 | 305,100 | 9 | % | ||||||||
Nevada |
531,100 | 664,500 | (20 | %) | ||||||||
Colorado |
444,700 | 430,800 | 3 | % | ||||||||
Washington |
581,300 | 581,600 | (0 | %) | ||||||||
Oregon |
425,700 | 450,500 | (6 | %) | ||||||||
Texas |
270,400 | 246,200 | 10 | % | ||||||||
|
|
|
|
|
|
|||||||
Company Average |
$ | 478,200 | $ | 503,200 | (5 | %) | ||||||
Number of net new home orders |
||||||||||||
California |
290 | 283 | 2 | % | ||||||||
Arizona |
112 | 108 | 4 | % | ||||||||
Nevada |
59 | 109 | (46 | %) | ||||||||
Colorado |
172 | 144 | 19 | % | ||||||||
Washington |
94 | 179 | (47 | %) | ||||||||
Oregon |
112 | 209 | (46 | %) | ||||||||
Texas |
264 | 74 | 257 | % | ||||||||
|
|
|
|
|
|
|||||||
Total |
1,103 | 1,106 | (0 | %) | ||||||||
|
|
|
|
|
|
|||||||
Average number of sales locations during period |
||||||||||||
California |
35 | 22 | 59 | % | ||||||||
Arizona |
9 | 6 | 50 | % | ||||||||
Nevada |
13 | 12 | 8 | % | ||||||||
Colorado |
11 | 15 | (27 | %) | ||||||||
Washington |
10 | 9 | 11 | % | ||||||||
Oregon |
16 | 15 | 7 | % | ||||||||
Texas |
24 | 5 | 380 | % | ||||||||
|
|
|
|
|
|
|||||||
Total |
118 | 84 | 40 | % | ||||||||
|
|
|
|
|
|
(1) | Adjusted homebuilding gross margin is a financial measure that is not prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. It is used by management in evaluating operating performance and in making strategic decisions regarding sales pricing, construction and development pace, product mix and other operating decisions. We believe this information is meaningful as it isolates the impact that interest and purchase accounting adjustments have on homebuilding gross margin and allows investors to make better comparisons with our competitors. |
WILLIAM LYON HOMES
SELECTED FINANCIAL AND OPERATING INFORMATION
(unaudited)
As of March 31, | ||||||||||||
2019 | 2018 | |||||||||||
Consolidated | Consolidated | Percentage% | ||||||||||
Total | Total | Change | ||||||||||
Backlog of homes sold but not closed at end of period |
||||||||||||
California |
261 | 388 | (33 | %) | ||||||||
Arizona |
181 | 164 | 10 | % | ||||||||
Nevada |
82 | 121 | (32 | %) | ||||||||
Colorado |
180 | 223 | (19 | %) | ||||||||
Washington |
63 | 176 | (64 | %) | ||||||||
Oregon |
120 | 177 | (32 | %) | ||||||||
Texas |
308 | 211 | 46 | % | ||||||||
|
|
|
|
|
|
|||||||
Total |
1,195 | 1,460 | (18 | %) | ||||||||
|
|
|
|
|
|
|||||||
Dollar amount of homes sold but not closed at end of period (in thousands) |
||||||||||||
California |
$ | 165,965 | $ | 282,484 | (41 | %) | ||||||
Arizona |
63,640 | 51,055 | 25 | % | ||||||||
Nevada |
42,467 | 80,379 | (47 | %) | ||||||||
Colorado |
79,875 | 90,312 | (12 | %) | ||||||||
Washington |
45,968 | 115,375 | (60 | %) | ||||||||
Oregon |
48,524 | 76,433 | (37 | %) | ||||||||
Texas |
80,752 | 56,093 | 44 | % | ||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 527,191 | $ | 752,131 | (30 | %) | ||||||
|
|
|
|
|
|
|||||||
Lots owned and controlled at end of period |
||||||||||||
Lots owned |
||||||||||||
California |
3,269 | 3,634 | (10 | %) | ||||||||
Arizona |
3,564 | 4,116 | (13 | %) | ||||||||
Nevada |
2,555 | 2,910 | (12 | %) | ||||||||
Colorado |
750 | 1,266 | (41 | %) | ||||||||
Washington |
1,423 | 1,377 | 3 | % | ||||||||
Oregon |
2,592 | 2,226 | 16 | % | ||||||||
Texas |
3,665 | 3,345 | 10 | % | ||||||||
|
|
|
|
|
|
|||||||
Total |
17,818 | 18,874 | (6 | %) | ||||||||
|
|
|
|
|
|
|||||||
Lots controlled |
||||||||||||
California |
1,292 | 1,985 | (35 | %) | ||||||||
Arizona |
660 | 651 | 1 | % | ||||||||
Nevada |
101 | 12 | NM | |||||||||
Colorado |
2,333 | 822 | 184 | % | ||||||||
Washington |
758 | 793 | (4 | %) | ||||||||
Oregon |
1,652 | 1,910 | (14 | %) | ||||||||
Texas |
4,228 | 3,763 | 12 | % | ||||||||
|
|
|
|
|
|
|||||||
Total |
11,024 | 9,936 | 11 | % | ||||||||
|
|
|
|
|
|
|||||||
Total lots owned and controlled |
||||||||||||
California |
4,561 | 5,619 | (19 | %) | ||||||||
Arizona |
4,224 | 4,767 | (11 | %) | ||||||||
Nevada |
2,656 | 2,922 | (9 | %) | ||||||||
Colorado |
3,083 | 2,088 | 48 | % | ||||||||
Washington |
2,181 | 2,170 | 1 | % | ||||||||
Oregon |
4,244 | 4,136 | 3 | % | ||||||||
Texas |
7,893 | 7,108 | 11 | % | ||||||||
|
|
|
|
|
|
|||||||
Total |
28,842 | 28,810 | 0 | % | ||||||||
|
|
|
|
|
|
(1) | Certain lots in California, Texas, Arizona and Washington are consolidated on the Companys accompanying balance sheet in accordance with FASB ASC Topic 470, Debt (ASC 470). Included in lots owned are 645 lots in California,1,354 lots in Texas, 1,931 lots in Arizona, and 72 lots in Washington that are associated with land banking transactions that are consolidated on the Companys accompanying balance sheet in accordance with ASC 470. |
WILLIAM LYON HOMES
SUPPLEMENTAL FINANCIAL INFORMATION
(dollars in thousands)
(unaudited)
Three | Three | |||||||
Months | Months | |||||||
Ended | Ended | |||||||
March 31, | March 31, | |||||||
2019 | 2018 | |||||||
Net income available to common stockholders |
$ | 8,119 | $ | 8,328 | ||||
Interest incurred |
$ | 24,081 | $ | 19,258 | ||||
Adjusted EBITDA (1) |
$ | 36,596 | $ | 41,712 | ||||
Adjusted EBITDA Margin (2) |
8.0 | % | 11.2 | % | ||||
Ratio of adjusted EBITDA to interest incurred |
1.5 | 2.2 | ||||||
Balance Sheet Data | ||||||||
March 31, | December 31, | |||||||
2019 | 2018 | |||||||
Cash and cash equivalents |
$ | 45,709 | $ | 33,779 | ||||
Total William Lyon Homes stockholders equity |
871,850 | 863,322 | ||||||
Noncontrolling interests |
148,351 | 151,005 | ||||||
Total debt |
1,375,506 | 1,321,345 | ||||||
|
|
|
|
|||||
Total capital |
$ | 2,395,707 | $ | 2,335,672 | ||||
|
|
|
|
|||||
Ratio of debt to total capital |
57.4 | % | 56.6 | % | ||||
Ratio of net debt to total capital (net of cash) |
56.6 | % | 55.9 | % |
WILLIAM LYON HOMES
SUPPLEMENTAL FINANCIAL INFORMATION
(dollars in thousands)
(unaudited)
(1) | Adjusted EBITDA means net income available to common stockholders plus (i) provision for income taxes, (ii) interest expense, (iii) amortization of capitalized interest included in cost of sales, (iv) stock based compensation, (v) depreciation and amortization, (vi) non-cash purchase accounting adjustments, (vii) cash distributions of income from unconsolidated joint ventures, (viii) equity in income of unconsolidated joint ventures, (ix) transaction expenses, and (x) (gain) loss on extinguishment of debt. Other companies may calculate adjusted EBITDA differently. Adjusted EBITDA is not a financial measure prepared in accordance with U.S. GAAP. Adjusted EBITDA is presented herein because management believes the presentation of adjusted EBITDA provides useful information to the Companys investors regarding the Companys financial condition and results of operations because adjusted EBITDA is a widely utilized indicator of a companys operating performance. Adjusted EBITDA should not be considered as an alternative for net income, cash flows from operating activities and other consolidated income or cash flow statement data prepared in accordance with accounting principles generally accepted in the United States or as a measure of profitability or liquidity. A reconciliation of net income available to common stockholders to adjusted EBITDA is provided in the following table: |
Three | Three | |||||||
Months | Months | |||||||
Ended | Ended | |||||||
March 31, | March 31, | |||||||
2019 | 2018 | |||||||
Net income available to common stockholders |
$ | 8,119 | $ | 8,328 | ||||
Provision for income taxes |
4,896 | 2,814 | ||||||
Interest expense |
||||||||
Interest incurred |
24,081 | 19,258 | ||||||
Interest capitalized |
(24,081 | ) | (19,258 | ) | ||||
Amortization of capitalized interest included in cost of sales |
20,415 | 18,825 | ||||||
Stock based compensation |
2,765 | 3,181 | ||||||
Depreciation and amortization |
745 | 2,056 | ||||||
Non-cash purchase accounting adjustments |
| 735 | ||||||
Cash distributions of income from unconsolidated joint ventures |
951 | 3,575 | ||||||
Equity in income of unconsolidated joint ventures |
(912 | ) | (932 | ) | ||||
Transaction expenses |
| 3,130 | ||||||
(Gain) Loss on extinguishment of debt |
(383 | ) | | |||||
|
|
|
|
|||||
Adjusted EBITDA |
$ | 36,596 | $ | 41,712 | ||||
|
|
|
|
(2) | Calculated as Adjusted EBITDA as a percentage of operating revenue. |
2019 Q1 Earnings Call May 2nd, 2019, 9:00 am PT Exhibit 99.2
Forward Looking Statements and Non-GAAP Information Certain statements contained in this presentation, in the Company’s press release and the accompanying comments during our conference call that are not historical information may constitute “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, including, but not limited to, forward-looking statements related to: anticipated pre-tax income, gross margin performance, backlog conversion rates, operating and financial results for the second quarter of 2019, community count growth and project performance, market and industry trends, average sale price of homes to be closed in various periods, SG&A percentage, future cash needs and liquidity, minority interest from our homebuilding joint ventures, leverage ratios and reduction strategies, land acquisition spending, financial services and ancillary business performance and strategies. The forward-looking statements involve risks and uncertainties and actual results may differ materially from those projected or implied. The Company makes no commitment, and disclaims any duty, to update or revise any forward-looking statements to reflect future events or changes in these expectations. Further, certain forward-looking statements are based on assumptions of future events which may not prove to be accurate. Factors that may impact such forward-looking statements include, among others: changes in mortgage and other interest rates; affordability pressures; the Company’s ability to successfully integrate RSI Communities’ homebuilding operations with its existing operations; adverse weather conditions; the availability of labor and homebuilding materials and increased construction cycle times; our financial leverage and level of indebtedness and any inability to comply with financial and other covenants under our debt instruments; continued volatility and worsening in general economic conditions either internationally, nationally or in regions in which we operate; increased housing supply in our markets; increased outside broker costs; increased costs of homebuilding materials; changes in governmental laws and regulations and compliance, increased costs, fees and delays associated therewith; government actions, policies, programs and regulations directed at or affecting the housing market (including the Tax Cuts and Jobs Act (“TCJA”), the Dodd-Frank Act, tax benefits associated with purchasing and owning a home, and the standards, fees and size limits applicable to the purchase or insuring of mortgage loans by government-sponsored enterprises and government agencies), the homebuilding industry, or construction activities; changes in existing tax laws or enacted corporate income tax rates, including pursuant to the TCJA; 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 our insurance coverage; defects in manufactured products or other homebuilding materials; utility company delays; decline in real estate values resulting in impairment of our real estate assets; volatility in the banking industry, credit and capital markets; restraints on foreign investment; terrorism or other hostilities involving the United States and other geopolitical risk as well as restrictive policies such as tariffs or capital investment restrictions; building moratorium or “slow-growth” or “no-growth” initiatives that could be implemented in states in which we operate; conditions in the capital, credit and financial markets, including mortgage lending standards and the availability of and timing mortgage financing; changes in generally accepted accounting principles or interpretations of those principles; competition for home sales from other sellers of new and resale homes; cancellations and our ability to realize our backlog; the occurrence of events such as landslides, soil subsidence and earthquakes that are uninsurable, not economically insurable or not subject to effective indemnification agreements; limitations on our ability to utilize our tax attributes; whether an ownership change occurred that could, under certain circumstances, have resulted in the limitation of our 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; and additional factors discussed under the sections captioned “Risk Factors” included in our annual and quarterly reports filed with the Securities and Exchange Commission. The foregoing list is not exhaustive. New risk factors may emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. This presentation contains certain supplemental financial measures that are not calculated pursuant to U.S. GAAP. These non-GAAP measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. A reconciliation of non-GAAP measures to GAAP measures is contained in the Appendix to this presentation. A copy of the press release reporting the Company’s financial results for the three months period ended March 31, 2019 is available on the Company's website at www.lyonhomes.com.
Management Presenters William H. Lyon Chairman of the Board and Executive Chairman Matthew R. Zaist President and Chief Executive Officer Colin T. Severn Senior Vice President and Chief Financial Officer
Prior Years Sales Volume Comparison Total Net Orders by Month (Units) 2016 2017 2018 2019 Avg. Sales Locations: 72 81 78 119 67 83 77 116 67 83 97 117 68 90 106 72 89 107 77 86 108 Monthly Absorption Rate: 2.8 2.8 4.0 2.4 3.4 3.4 4.3 2.9 3.8 4.3 4.7 4.1 4.3 4.8 4.5 3.5 3.2 3.3 4.2 3.5 4.0
Year over Year Comparisons % y-o-y change: +25% +29% +13% 0% % y-o-y change: +22% +35% +46% +40% % y-o-y change: +3% (3%) (21%) (30%) Net New Orders (Units) Orders Value (In Millions) Average Community Count Monthly Order Absorption Rate/Avg. Community % y-o-y change: +12% +8% (7%) (17%) Order ASP ($ In Thousands) $545 $491 $550 $457 $523 $434 $545 $451 ¢ 2017 ¢ 2018 ¢ 2019
% y-o-y change: +23% +9% +5% +22% Year over Year Comparisons (continued) % y-o-y change: +30% +24% +24% +28% Homes Closed Homebuilding Revenue ($ Million) Bps y-o-y change: +140bps +10bps (10bps) (150bps) Gross Margin (GAAP) Closings ASP ($ In Thousands) $509 $479 $576 $507 $589 $501 $503 $478 % y-o-y change: +19% (7%) (12%) +30% GAAP Pre-Tax Income ($ Million) ¢ 2017 ¢ 2018 ¢ 2019
Q1 Summary Results 4.0% 3.9% +10 bps
Backlog Conversion Rate Backlog Conversion Rate - Quarterly (1) WLH stand alone (excludes Texas and Inland Empire RSI divisions activity)
ASP by Buyer Type ($ in ‘000s) Units by Buyer Type Buyer Type Segmentation Buyer Type – Q1 2019 Homes Closed Price Range – Q1 2019 Home Closings and Backlog Home Closings - Units Backlog - Uni ts ASP: $478k Buyer Type – Q1 2019 Ending Backlog ASP by Buyer Type ($ in ‘000s) Units by Buyer Type ASP: $441k Absorption Rate by Buyer Type – Q1 2019 Lots Owned and Controlled by Buyer Type at 3/31/19
Evolution of Market Segmentation 2013 2016 Buyer Type - Homes Closed Buyer Type - Homes in Backlog at 3/31/19 2019
Land Portfolio and Lot Count as of 3/31/19 Lots Inventory Summary Total lots owned and controlled vs. years of land supply Total Lots by Region (Units) Q1’19 Avg. Community Count
Appendix
Adjusted Gross Margin
Adjusted EBITDA
V=U;>:@V-) Y0LFUFX_]O/X8^)?&W_!(
M#]C3QGX>L[G4+/X0^%?@]XI\706L 9_]"['_P#A'B/+_IWYK[P^N8+_ *"L+_X.H_\ R1]@;![_ .?P
MHV#W_P _A7Q__P /$?V&?^CI/A1_X,]5_P#E11_P\1_89_Z.D^%'_@SU7_Y4
M4?V7F?\ T+L?_P"$>(\O^G?FOO#ZY@?^@K"_^#Z/_P EYK[S[ V#W_S^%&P>
M_P#G\*^/_P#AXC^PS_T=)\*/_!GJG_RHH_X>(_L,_P#1TGPH_P#!GJO_ ,J*
M/[+S/_H78_\ \(\1Y?\ 3OS7WA] J_\ RHH_X>(_L,_]'2?"C_P9ZK_\J*/[+S/_ *%V/_\ "/$>
M7_3OS7WA] J__ "HH_P"'B/[#/_1TGPH_\&>J_P#RHH_LO,_^A=C_ /PCQ'E_
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MFOO#ZY@?^@K"_P#@^C_\EYK[S[ V#W_S^%&P>IKX_P#^'B/[#/\ T=)\*/\
MP9ZK_P#*BC_AXC^PS_T=)\*/_!GJG_RHH_LO,_\ H78__P (\1Y?]._-?>'U
MS!?]!6%_\'4?_DC[ V#W_P _A1L'O_G\*^/_ /AXC^PS_P!'2?"C_P &>J__
M "HH_P"'B/[#/_1TGPH_\&>J_P#RHH_LO,_^A=C_ /PCQ'E_T[\U]X?7,#_T
M%87_ ,'T?_DO-?>?8&P>_P#G\*-@]_\ /X5\?_\ #Q']AG_HZ3X4?^#/5?\
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MX>(_L,_]'2?"C_P9ZK_\J*/[+S/_ *%V/_\ "/$>7_3OS7WA] J?UTBC_ (>(
M_L,_]'2?"C_P9ZK_ /*BC^R\S_Z%V/\ _"/$>7_3OS7WA] (
M_L,_]'2?"C_P9ZK_ /*BC^R\S_Z%V/\ _"/$>7_3OS7WA];P7_05A?\ P?1_
M^2\S[ V#W_S^%&P>_P#G\*^/_P#AXC^PS_T=)\*/_!GJO_RHH_X>(_L,_P#1
MTGPH_P#!GJO_ ,J*/[+S/_H78_\ \(\1Y?\ 3OS7WA] (_L,_\ 1TGPI_\ !GJG]-(H_P"'B/[#/_1TGPH_\&>J_P#R
MHH_LO,_^A=C_ /PCQ'E_T[\U]X?7,%_T%87_ ,'T?+^]YH^P-@]_\_A5[2T'
M]IZ=R?\ C^M/3_GXC]J^,?\ AXC^PS_T=)\*/_!GJO\ \J*N:=_P43_8734+
M!W_:F^$ZHE[:LS'4]5PJK.A9C_Q*.@ )-..5YG=?\)V/W7_,'B/+_IWYK[P^
MN8'_ *"L+_X/H_\ R1\R2_\ !!/_ ();$@G_ (*J:2F(X1AOB;^S?R!$@#_\
MA->) -Z\8VL,%A\Q9_PX3_X):_\ 25;2/_#F_LW_ /RU]Q^=?TKM_P $R/\
M@G NO@+^UMI_PLL_CE\.?#=JFG:-X7^+ECI&KSP>)[:STI/['6^MAI
M>K/I)%@]^UO% D7;2SKA>IB?:U\@=)Q^NJA.GP]@_84E6AP_.FZV$5.5'$WK
M8;B"$/:4JD\-#'T5AI480I/"_#KXD_&'P/\*O&?P;T_7M!\0Z-XUU-=%DU;2I/$6L:_I?B?PT9(F'B
M2WU"RU=(+FRTC[9J]OJMM<6\MCMFLY;GXD_8VN)OVO?^"PWCW]I3X<:5JD'P
MK\)^)O&OQ'O=9N[*2T\K0)?!]W\.O!4>I(P'V35_&U\\.IP:5,1>"S35'FBQ
MIUVR?KYX_P#^"0_[!/Q$\3W/BN]^$&H^$KZ^NGO-0TSX<^-O$/@WPS>7,KF2
M:1?#EK+
ZU<0VTIN;.&":T-QZ?_P6S^!>K^%/
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MC?8SJ\_UZ>'P_MIUH3A*-&,$J=*7LVXP>RTRZN[
MV^G@DU34Y[G4;MFN=1NY!/=7$LRB0(KA8T"^;BLWABLKCA9JHL5+-\1F-5I)
M4>2O&2<(/GYG)2F[)Q2Y=>9L]/"95/"9E+$QE!X6.4X?+Z:9_-3_PX3_X):<8_P""JVCC'I\3?V;^
M_P#W%O\ /'M0/^""?_!+7_I*MHY_[J;^S?\ TU;V_2OZ5O\ AV/_ ,$[?^C(
M?V6O_#(^ /\ Y24?\.Q_^"=O_1D/[+7_ (9'P!_\I*/^(F>(_P#T/_\ R6CY
M?]07E_6MS_47P<_Z .)O_!&"\O\ J;^OKI?J?S4_\.$O^"6W_25;2!_W4S]F
M_P#KJM)_PX3_ ."6O_25?1__ YO[-__ ,M:_I7_ .'8_P#P3M_Z,A_9:_\
M#(^ /_E)1_P['_X)V_\ 1D/[+7_AD? '_P I*/\ B)GB/_T/_P#R6CY?]07E
M_6MS_47P<_Z .)O_ 1@O+_J;^3_ /YJ1_P03_X):_])5M'.?\ JIO[-_\
M35?8_K2_\.$_^"6N,?\ #U71Q_W4S]F_Z8YU6OZ5?^'8_P#P3M_Z,A_9:_\
M#(^ /_E)1_P['_X)V_\ 1D/[+7_AD? '_P I*/\ B)GB1_T/_P#R6C_\Q?U\
MV'^HO@Y_T <3?^",%Y?]3?UM\O,_FH_X<)_\$M?^DJ^C_P#AS?V;_P#Y:TO_
M X3_P""6O\ TE6TC_PYO[-__P M?8U_2M_P['_X)V_]&0_LM?\ AD? '_RD
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M_P!)5M(_\.9^S?\ _+6OZ5O^'8__ 3M_P"C(?V6O_#(^ /_ )24?\.Q_P#@
MG;_T9#^RU_X9'P!_\I*/^(F>)'_0_P#_ "6C_P#,7]?-A_J+X.?] '$W_@C
M^7_4W\G]R/YJ/^'"?_!+7_I*OH__ (O\ @O4;N[TK
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M8*+E7GB\798A4:N(
O'-T]P]EXW\ W.C^--3&BZ[J^C0V]GJ^E7NEZII>N
M^#]9M8-3BN);>YELKOWAO^":_P"Q_P""?A7^R7H'[/'[