TRI POINTE GROUP, INC., 10-Q filed on 4/25/2019
Quarterly Report
v3.19.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2019
Apr. 12, 2019
Document And Entity Information [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Mar. 31, 2019  
Document Fiscal Year Focus 2019  
Document Fiscal Period Focus Q1  
Trading Symbol TPH  
Entity Registrant Name TRI Pointe Group, Inc.  
Entity Central Index Key 0001561680  
Current Fiscal Year End Date --12-31  
Entity Filer Category Large Accelerated Filer  
Entity Emerging Growth Company false  
Entity Small Business false  
Entity Common Stock, Shares Outstanding   142,210,147
v3.19.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
Assets    
Cash and cash equivalents $ 148,782 $ 277,696
Receivables 58,234 51,592
Real estate inventories 3,242,678 3,216,059
Investments in unconsolidated entities 4,191 5,410
Goodwill and other intangible assets, net 160,293 160,427
Deferred tax assets, net 67,761 67,768
Other assets 173,956 105,251
Total assets 3,855,895 3,884,203
Liabilities    
Accounts payable 66,605 81,313
Accrued expenses and other liabilities 319,791 335,149
Senior notes, net 1,412,463 1,410,804
Total liabilities 1,798,859 1,827,266
Commitments and contingencies
Stockholders’ equity:    
Preferred stock, $0.01 par value, 50,000,000 shares authorized; no shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively 0 0
Common stock, $0.01 par value, 500,000,000 shares authorized; 142,210,147 and 141,661,713 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively 1,422 1,417
Additional paid-in capital 658,743 658,720
Retained earnings 1,396,858 1,396,787
Total stockholders’ equity 2,057,023 2,056,924
Noncontrolling interests 13 13
Total equity 2,057,036 2,056,937
Total liabilities and equity $ 3,855,895 $ 3,884,203
v3.19.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Mar. 31, 2019
Dec. 31, 2018
Statement of Financial Position [Abstract]    
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (shares) 50,000,000 50,000,000
Preferred stock, shares issued (shares) 0 0
Preferred stock, shares outstanding (shares) 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized (shares) 500,000,000 500,000,000
Common stock, shares issued (shares) 142,210,147 141,661,713
Common stock, shares outstanding (shares) 142,210,147 141,661,713
v3.19.1
Consolidated Statements of Operations (unaudited) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Disaggregation of Revenue [Line Items]    
Total revenues $ 494,632 $ 583,676
Other operations expense 590 602
Sales and marketing 38,989 38,283
General and administrative 38,597 36,814
Homebuilding (loss) income from operations (6,877) 56,689
Equity in loss of unconsolidated entities (25) (468)
Other income, net 6,241 171
Homebuilding (loss) income before income taxes (661) 56,392
Equity in income of unconsolidated entities 775 1,002
Financial services income before income taxes 756 1,148
Income before income taxes 95 57,540
Provision for income taxes (24) (14,660)
Net income $ 71 $ 42,880
Earnings per share    
Basic (in dollars per share) $ 0.00 $ 0.28
Diluted (in dollars per share) $ 0.00 $ 0.28
Weighted average shares outstanding    
Basic (shares) 141,865,270 151,464,547
Diluted (shares) 142,390,163 152,775,851
Home sales    
Disaggregation of Revenue [Line Items]    
Home sales and Land and lot sales revenue $ 492,703 $ 582,572
Cost of sales 421,536 450,502
Land and lots    
Disaggregation of Revenue [Line Items]    
Home sales and Land and lot sales revenue 1,029 223
Cost of sales 1,495 503
Other operations    
Disaggregation of Revenue [Line Items]    
Total revenues 598 598
Homebuilding    
Disaggregation of Revenue [Line Items]    
Total revenues 494,330 583,393
Financial Services    
Disaggregation of Revenue [Line Items]    
Home sales and Land and lot sales revenue 302 283
Total revenues 302 283
Cost of sales $ 321 $ 137
v3.19.1
Consolidated Statements of Equity (unaudited) - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-in Capital
Retained Earnings
Total Stockholders' Equity
Noncontrolling Interests
Beginning Balance at Dec. 31, 2017 $ 1,930,327 $ 1,512 $ 793,980 $ 1,134,230 $ 1,929,722 $ 605
Beginning Balance, shares at Dec. 31, 2017   151,162,999        
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 42,880     42,880 42,880  
Shares issued under share-based awards 975 $ 7 968   975  
Shares issued under share-based awards, shares   759,460        
Minimum tax withholding paid on behalf of employees for restricted stock units (6,049)   (6,049)   (6,049)  
Stock-based compensation expense 3,470   3,470   3,470  
Distributions to noncontrolling interests, net (1)         (1)
Ending Balance at Mar. 31, 2018 1,964,248 $ 1,519 792,369 1,169,756 1,963,644 604
Ending Balance, shares at Mar. 31, 2018   151,922,459        
Beginning Balance at Dec. 31, 2018 $ 2,056,937 $ 1,417 658,720 1,396,787 2,056,924 13
Beginning Balance, shares at Dec. 31, 2018 141,661,713 141,661,713        
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income $ 71     71 71  
Shares issued under share-based awards 198 $ 5 193   198  
Shares issued under share-based awards, shares   548,434        
Minimum tax withholding paid on behalf of employees for restricted stock units (3,605)   (3,605)   (3,605)  
Stock-based compensation expense 3,435   3,435   3,435  
Ending Balance at Mar. 31, 2019 $ 2,057,036 $ 1,422 $ 658,743 $ 1,396,858 $ 2,057,023 $ 13
Ending Balance, shares at Mar. 31, 2019 142,210,147 142,210,147        
v3.19.1
Consolidated Statements of Cash Flows (unaudited) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Cash flows from operating activities:    
Net income $ 71 $ 42,880
Adjustments to reconcile net income to net cash (used in) provided by operating activities:    
Depreciation and amortization 5,085 5,488
Equity in income of unconsolidated entities, net (750) (534)
Deferred income taxes, net 7 5,024
Amortization of stock-based compensation 3,435 3,470
Charges for impairments and lot option abandonments 5,202 248
Changes in assets and liabilities:    
Real estate inventories (29,695) (87,107)
Receivables (6,642) 70,351
Other assets (5,476) 2,308
Accounts payable (14,708) 3,379
Accrued expenses and other liabilities (73,446) 2,165
Returns on investments in unconsolidated entities, net 1,992 2,214
Net cash (used in) provided by operating activities (114,925) 49,886
Cash flows from investing activities:    
Purchases of property and equipment (7,224) (2,170)
Proceeds from sale of property and equipment 7 0
Investments in unconsolidated entities (231) (947)
Net cash used in investing activities (7,448) (3,117)
Cash flows from financing activities:    
Repayment of debt (10) 0
Debt issuance costs (3,124) 0
Distributions to noncontrolling interests 0 (1)
Proceeds from issuance of common stock under share-based awards 198 975
Minimum tax withholding paid on behalf of employees for share-based awards (3,605) (6,049)
Net cash used in financing activities (6,541) (5,075)
Net (decrease) increase in cash and cash equivalents (128,914) 41,694
Cash and cash equivalents–beginning of period 277,696 282,914
Cash and cash equivalents–end of period $ 148,782 $ 324,608
v3.19.1
Organization, Basis of Presentation and Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization, Basis of Presentation and Summary of Significant Accounting Policies
Organization, Basis of Presentation and Summary of Significant Accounting Policies

Organization
TRI Pointe is engaged in the design, construction and sale of innovative single-family attached and detached homes through its portfolio of six quality brands across ten states, including Maracay in Arizona, Pardee Homes in California and Nevada, Quadrant Homes in Washington, Trendmaker Homes in Texas, TRI Pointe Homes in California, Colorado and the Carolinas and Winchester Homes in Maryland and Virginia.
Basis of Presentation
The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They should be read in conjunction with our consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018. In the opinion of management, all adjustments consisting of normal recurring adjustments, necessary for a fair presentation with respect to interim financial statements, have been included. The results for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the full year ending December 31, 2019 due to seasonal variations and other factors.
The consolidated financial statements include the accounts of TRI Pointe Group and its wholly owned subsidiaries, as well as other entities in which TRI Pointe Group has a controlling interest and variable interest entities (“VIEs”) in which TRI Pointe Group is the primary beneficiary.  The noncontrolling interests as of March 31, 2019 and December 31, 2018 represent the outside owners’ interests in the Company’s consolidated entities.  All significant intercompany accounts have been eliminated upon consolidation.
Use of Estimates
Our financial statements have been prepared in accordance with GAAP. The preparation of these financial statements requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from our estimates.
Revenue Recognition
We recognize revenue in accordance with Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Codified as “ASC 606”). Under ASC 606, we apply the following steps to determine the timing and amount of revenue to recognize: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation.
Home sales revenue
We generate the majority of our total revenues from home sales, which consists of our core business operation of building and delivering completed homes to homebuyers. Home sales revenue and related profit is generally recognized when title to and possession of the home is transferred to the homebuyer at the home closing date. Our performance obligation to deliver the agreed-upon home is generally satisfied in less than one year from the original contract date. Included in home sales revenue are forfeited deposits, which occur when homebuyers cancel home purchase contracts that include a nonrefundable deposit. Both revenue from forfeited deposits and deferred revenue resulting from uncompleted performance obligations existing at the time we deliver new homes to our homebuyers are immaterial.
Land and lot sales revenue
Historically, we have generated land and lot sales revenue from a small number of transactions, although in some years we have realized a significant amount of revenue and gross margin. We do not expect our future land and lot sales revenue to be material, but we still consider these sales to be an ordinary part of our business, thus meeting the definition of contracts with customers. Similar to our home sales, revenue from land and lot sales is typically fully recognized when the land and lot sales transactions are consummated, at which time no further performance obligations are left to be satisfied. Some of our historical land and lot sales have included future profit participation rights. We will recognize future land and lot sales revenue in the periods in which all closing conditions are met, subject to the constraint on variable consideration related to profit participation rights, if such rights exist in the sales contract.
Other operations revenue
The majority of our other homebuilding operations revenue relates to a ground lease at our Quadrant Homes reporting segment. We are responsible for making lease payments to the land owner, and we collect sublease payments from the buyers of the buildings. This ground lease is accounted for in accordance with ASC Topic 842, Leases. We do not recognize a material profit on this ground lease.
Financial services revenues
TRI Pointe Solutions is a reportable segment and is comprised of our TRI Pointe Connect mortgage financing operations, TRI Pointe Assurance title services operations, and TRI Pointe Advantage property and casualty insurance agency operations.
Mortgage financing operations
TRI Pointe Connect was formed as a joint venture with an established mortgage lender and is accounted for under the equity method of accounting.  We record a percentage of income earned by TRI Pointe Connect based on our ownership percentage in this joint venture. TRI Pointe Connect activity appears as equity in income of unconsolidated entities under the Financial Services section of our consolidated statements of operations.
Title services operations
TRI Pointe Assurance provides title examinations for our homebuyers in Texas, Maryland and Virginia.  TRI Pointe Assurance is a wholly owned subsidiary of TRI Pointe and acts as a title agency for First American Title Insurance Company. At the time of the consummation of the home sales transactions, we recognize a percentage of revenue captured by First American Title Insurance Company. TRI Pointe Assurance revenue is included in the Financial Services section of our consolidated statements of operations.
Property and casualty insurance agency operations
TRI Pointe Advantage is a wholly owned subsidiary of TRI Pointe and provides property and casualty insurance agency services that help facilitate the closing process in all of the markets in which we operate. The total consideration for these services, including renewal options, is estimated upon the issuance of the initial insurance policy, subject to constraint. TRI Pointe Advantage revenue is included in the Financial Services section of our consolidated statements of operations.
Recently Issued Accounting Standards Not Yet Adopted
In January 2017, the FASB issued Accounting Standards Update No. 2017-04, IntangiblesGoodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment (“ASU 2017-04”), which removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019, with early adoption permitted, and applied prospectively. We do not expect the adoption of ASU 2017-04 to have a material impact on our financial statements.
Adoption of New Accounting Standards
In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Codified as “ASC 842”), which requires an entity to recognize a lease right-of-use asset and lease liability on the balance sheet for the rights and obligations created by leases with durations of greater than 12 months. Right-of-use lease assets represent our right to use the underlying asset for the lease term and the lease obligation represents our commitment to make the lease payments arising from the lease. The guidance also requires more disclosures about leases in the notes to financial statements. We adopted ASC 842 on January 1, 2019, using a modified retrospective approach resulting in the recognition of a cumulative effect adjustment to the opening balance sheet of $57.4 million, which included a lease right-of-use asset offset by a lease liability on our consolidated balance sheet. No prior period adjustment was recorded. Additionally, we have elected the transition package of three practical expedients permitted under ASC 842, which among other things, allows us to retain the current operating classification for all of our existing leases prior the effective adoption date. For further details on the adoption of ASC 842, see Note 13, Commitments and Contingencies.
v3.19.1
Segment Information
3 Months Ended
Mar. 31, 2019
Segment Reporting [Abstract]  
Segment Information
Segment Information
We operate two principal businesses: homebuilding and financial services.
Our homebuilding operations consist of six homebuilding brands that acquire and develop land and construct and sell single-family detached and attached homes. In accordance with ASC Topic 280, Segment Reporting, in determining the most appropriate reportable segments, we considered similar economic and other characteristics, including product types, average selling prices, gross profits, production processes, suppliers, subcontractors, regulatory environments, land acquisition results, and underlying demand and supply. Based upon these factors, our homebuilding operations are comprised of the following six reportable segments: Maracay, consisting of operations in Arizona; Pardee Homes, consisting of operations in California and Nevada; Quadrant Homes, consisting of operations in Washington; Trendmaker Homes, consisting of operations in Texas; TRI Pointe Homes, consisting of operations in California, Colorado and the Carolinas; and Winchester Homes, consisting of operations in Maryland and Virginia.
Our TRI Pointe Solutions financial services operation is a reportable segment and is comprised of our TRI Pointe Connect mortgage financing operations, our TRI Pointe Assurance title services operations, and our TRI Pointe Advantage property and casualty insurance agency operations. For further details, see Note 1, Organization, Basis of Presentation and Summary of Significant Accounting Policies.
Corporate is a non-operating segment that develops and implements company-wide strategic initiatives and provides support to our homebuilding reporting segments by centralizing certain administrative functions, such as marketing, legal, accounting, treasury, insurance, internal audit and risk management, information technology and human resources, to benefit from economies of scale. Our Corporate non-operating segment also includes general and administrative expenses related to operating our corporate headquarters. A portion of the expenses incurred by Corporate is allocated to the homebuilding reporting segments.
The reportable segments follow the same accounting policies used for our consolidated financial statements, as described in Note 1, Organization, Basis of Presentation and Summary of Significant Accounting Policies. Operational results of each reportable segment are not necessarily indicative of the results that would have been achieved had the reportable segment been an independent, stand-alone entity during the periods presented.

Total revenues and income before income taxes for each of our reportable segments were as follows (in thousands):
 
Three Months Ended March 31,
 
2019
 
2018
Revenues
 
 
 
Maracay
$
39,561

 
$
58,455

Pardee Homes
134,863

 
180,470

Quadrant Homes
43,871

 
61,903

Trendmaker Homes
70,821

 
41,408

TRI Pointe Homes
171,791

 
190,420

Winchester Homes
33,423

 
50,737

Total homebuilding revenues
494,330

 
583,393

Financial services
302

 
283

Total
$
494,632

 
$
583,676

 
 
 
 
Income (loss) before income taxes
 
 
 
Maracay
$
1,190

 
$
4,391

Pardee Homes
(791
)
 
39,191

Quadrant Homes
(2,639
)
 
8,140

Trendmaker Homes
(1,598
)
 
370

TRI Pointe Homes
10,209

 
14,531

Winchester Homes
(766
)
 
1,607

Corporate
(6,266
)
 
(11,838
)
Total homebuilding (loss) income before income taxes
(661
)
 
56,392

Financial services
756

 
1,148

Total
$
95

 
$
57,540

 
Total real estate inventories and total assets for each of our reportable segments, as of the date indicated, were as follows (in thousands):
 
March 31, 2019
 
December 31, 2018
Real estate inventories
 
 
 
Maracay
$
320,459

 
$
293,217

Pardee Homes
1,300,853

 
1,286,877

Quadrant Homes
273,621

 
279,486

Trendmaker Homes
284,734

 
271,061

TRI Pointe Homes
780,568

 
812,799

Winchester Homes
282,443

 
272,619

Total
$
3,242,678

 
$
3,216,059

 
 
 
 
Total assets
 
 
 
Maracay
$
352,968

 
$
318,703

Pardee Homes
1,404,466

 
1,391,503

Quadrant Homes
346,697

 
313,947

Trendmaker Homes
315,713

 
325,943

TRI Pointe Homes
966,252

 
987,610

Winchester Homes
312,636

 
298,602

Corporate
136,689

 
228,010

Total homebuilding assets
3,835,421

 
3,864,318

Financial services
20,474

 
19,885

Total
$
3,855,895

 
$
3,884,203

v3.19.1
Earnings Per Share
3 Months Ended
Mar. 31, 2019
Earnings Per Share [Abstract]  
Earnings Per Share
Earnings Per Share
The following table sets forth the components used in the computation of basic and diluted earnings per share (in thousands, except share and per share amounts):
 
Three Months Ended March 31,
 
2019
 
2018
Numerator:
 

 
 

Net income
$
71

 
$
42,880

Denominator:
 

 
 

Basic weighted-average shares outstanding
141,865,270

 
151,464,547

Effect of dilutive shares:
 

 
 
Stock options and unvested restricted stock units
524,893

 
1,311,304

Diluted weighted-average shares outstanding
142,390,163

 
152,775,851

Earnings per share
 

 
 

Basic
$
0.00

 
$
0.28

Diluted
$
0.00

 
$
0.28

Antidilutive stock options and unvested restricted stock units not included in diluted earnings per share
2,864,509

 
1,248,483

v3.19.1
Receivables
3 Months Ended
Mar. 31, 2019
Receivables [Abstract]  
Receivables
Receivables
Receivables consisted of the following (in thousands):
 
March 31, 2019
 
December 31, 2018
Escrow proceeds and other accounts receivable, net
$
20,715

 
$
13,995

Warranty insurance receivable (Note 13)
37,519

 
37,597

Total receivables
$
58,234

 
$
51,592



Receivables are evaluated for collectability and allowances for potential losses are established or maintained on applicable receivables when collection becomes doubtful.  Receivables were net of allowances for doubtful accounts of $456,000 and $667,000 as of March 31, 2019 and December 31, 2018, respectively.
v3.19.1
Real Estate Inventories
3 Months Ended
Mar. 31, 2019
Inventory Disclosure [Abstract]  
Real Estate Inventories
Real Estate Inventories
Real estate inventories consisted of the following (in thousands):
 
March 31, 2019
 
December 31, 2018
Real estate inventories owned:
 
 
 
Homes completed or under construction
$
1,037,271

 
$
959,911

Land under development
1,668,075

 
1,743,537

Land held for future development
203,476

 
201,874

Model homes
258,545

 
238,828

Total real estate inventories owned
3,167,367

 
3,144,150

Real estate inventories not owned:
 
 
 
Land purchase and land option deposits
75,311

 
71,909

Total real estate inventories not owned
75,311

 
71,909

Total real estate inventories
$
3,242,678

 
$
3,216,059


 
Homes completed or under construction is comprised of costs associated with homes in various stages of construction and includes direct construction and related land acquisition and land development costs. Land under development primarily consists of land acquisition and land development costs, which include capitalized interest and real estate taxes, associated with land undergoing improvement activity. Land held for future development principally reflects land acquisition and land development costs related to land where development activity has not yet begun or has been suspended, but is expected to occur in the future.
Real estate inventories not owned represents deposits related to land purchase and land and lot option agreements as well as consolidated inventory held by variable interest entities. For further details, see Note 7, Variable Interest Entities.
Interest incurred, capitalized and expensed were as follows (in thousands):
 
Three Months Ended March 31,
 
2019
 
2018
Interest incurred
$
23,373

 
$
21,520

Interest capitalized
(23,373
)
 
(21,520
)
Interest expensed
$

 
$

Capitalized interest in beginning inventory
$
184,400

 
$
176,348

Interest capitalized as a cost of inventory
23,373

 
21,520

Interest previously capitalized as a cost of
inventory, included in cost of sales
(14,333
)
 
(14,242
)
Capitalized interest in ending inventory
$
193,440

 
$
183,626


 
Interest is capitalized to real estate inventory during development and other qualifying activities. During all periods presented, we capitalized all interest incurred to real estate inventory in accordance with ASC Topic 835, Interest, as our qualified assets exceeded our debt. Interest that is capitalized to real estate inventory is included in cost of home sales or cost of land and lot sales as related units or lots are delivered.  Interest that is expensed as incurred is included in other (expense) income, net.
Real Estate Inventory Impairments and Land Option Abandonments
Real estate inventory impairments and land and lot option abandonments and pre-acquisition charges consisted of the following (in thousands):
 
Three Months Ended March 31,
 
2019
 
2018
Real estate inventory impairments
$

 
$

Land and lot option abandonments and pre-acquisition charges
5,202

 
248

Total
$
5,202

 
$
248


 
Impairments of real estate inventory relate primarily to projects or communities that include homes completed or under construction. Within a project or community, there may be individual homes or parcels of land that are currently held for sale. Impairment charges recognized as a result of adjusting individual held-for-sale assets within a community to estimated fair value less cost to sell are also included in the total impairment charges. No real estate inventory impairments were recorded for the three-month periods ended March 31, 2019 or 2018, respectively.
In addition to owning land and residential lots, we also have option agreements to purchase land and lots at a future date. We have option deposits and capitalized pre-acquisition costs associated with the optioned land and lots. When the economics of a project no longer support acquisition of the land or lots under option, we may elect not to move forward with the acquisition. Option deposits and capitalized pre-acquisition costs associated with the assets under option may be forfeited at that time. 
Real estate inventory impairments and land option abandonments are recorded in cost of home sales and cost of land and lot sales on the consolidated statements of operations.
v3.19.1
Investments in Unconsolidated Entities
3 Months Ended
Mar. 31, 2019
Equity Method Investments and Joint Ventures [Abstract]  
Investments in Unconsolidated Entities
Investments in Unconsolidated Entities
As of March 31, 2019, we held equity investments in four active homebuilding partnerships or limited liability companies and one financial services limited liability company. Our participation in these entities may be as a developer, a builder, or an investment partner. Our ownership percentage varies from 7% to 65%, depending on the investment, with no controlling interest held in any of these investments.
Unconsolidated Financial Information
Aggregated assets, liabilities and operating results of the entities we account for as equity-method investments are provided below. Because our ownership interest in these entities varies, a direct relationship does not exist between the information presented below and the amounts that are reflected on our consolidated balance sheets as our investments in unconsolidated entities or on our consolidated statements of operations as equity in income of unconsolidated entities.
Assets and liabilities of unconsolidated entities (in thousands):
 
 
March 31, 2019
 
December 31, 2018
Assets
 
 
 
Cash
$
10,261

 
$
13,337

Receivables
3,358

 
4,674

Real estate inventories
100,986

 
99,864

Other assets
746

 
811

Total assets
$
115,351

 
$
118,686

Liabilities and equity
 
 
 
Accounts payable and other liabilities
$
6,930

 
$
11,631

Company’s equity
4,191

 
5,410

Outside interests’ equity
104,230

 
101,645

Total liabilities and equity
$
115,351

 
$
118,686

 
Results of operations from unconsolidated entities (in thousands):
 
Three Months Ended March 31,
 
2019
 
2018
Net sales
$
4,111

 
$
4,390

Other operating expense
(2,752
)
 
(3,287
)
Other income
8

 
63

Net income
$
1,367

 
$
1,166

Company’s equity in income of unconsolidated entities
$
750

 
$
534

v3.19.1
Variable Interest Entities
3 Months Ended
Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Variable Interest Entities
Variable Interest Entities
In the ordinary course of business, we enter into land and lot option agreements in order to procure land and residential lots for future development and the construction of homes. The use of such land and lot option agreements generally allows us to reduce the risks associated with direct land ownership and development, and reduces our capital and financial commitments. Pursuant to these land and lot option agreements, we generally provide a deposit to the seller as consideration for the right to purchase land at different times in the future, usually at predetermined prices. These deposits are recorded as land purchase and land option deposits under real estate inventories not owned on the accompanying consolidated balance sheets.
We analyze each of our land and lot option agreements and other similar contracts under the provisions of ASC 810, Consolidation to determine whether the land seller is a VIE and, if so, whether we are the primary beneficiary. Although we do not have legal title to the underlying land, if we are determined to be the primary beneficiary of the VIE, we will consolidate the VIE in our financial statements and reflect its assets as real estate inventory not owned included in our real estate inventories, its liabilities as debt (nonrecourse) held by VIEs in accrued expenses and other liabilities and the net equity of the VIE owners as noncontrolling interests on our consolidated balance sheets. In determining whether we are the primary beneficiary, we consider, among other things, whether we have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Such activities would include, among other things, determining or limiting the scope or purpose of the VIE, selling or transferring property owned or controlled by the VIE, or arranging financing for the VIE.
Creditors of the entities with which we have land and lot option agreements have no recourse against us. The maximum exposure to loss under our land and lot option agreements is generally limited to non-refundable option deposits and any capitalized pre-acquisition costs. In some cases, we have also contracted to complete development work at a fixed cost on behalf of the land owner and budget shortfalls and savings will be borne by us. Additionally, we have entered into land banking arrangements which require us to complete development work even if we terminate the option to procure land or lots.
The following provides a summary of our interests in land and lot option agreements (in thousands):
 
March 31, 2019
 
December 31, 2018
 
Deposits
 
Remaining
Purchase
Price
 
Consolidated
Inventory
Held by VIEs
 
Deposits
 
Remaining
Purchase
Price
 
Consolidated
Inventory
Held by VIEs
Consolidated VIEs
$

 
$

 
$

 
$

 
$

 
$

Unconsolidated VIEs
49,589

 
390,757

 
N/A

 
41,198

 
433,720

 
N/A

Other land option agreements
25,722

 
271,299

 
N/A

 
30,711

 
307,498

 
N/A

Total
$
75,311

 
$
662,056

 
$

 
$
71,909

 
$
741,218

 
$


 
Unconsolidated VIEs represent land option agreements that were not consolidated because we were not the primary beneficiary. Other land option agreements were not considered VIEs.
In addition to the deposits presented in the table above, our exposure to loss related to our land and lot option contracts consisted of capitalized pre-acquisition costs of $7.0 million and $7.5 million as of March 31, 2019 and December 31, 2018, respectively. These pre-acquisition costs are included in real estate inventories as land under development on our consolidated balance sheets.
v3.19.1
Goodwill and Other Intangible Assets
3 Months Ended
Mar. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets
As of March 31, 2019 and December 31, 2018, $139.3 million of goodwill is included in goodwill and other intangible assets, net on each of the consolidated balance sheets. The Company’s goodwill balance is included in the TRI Pointe Homes reporting segment in Note 2, Segment Information
We have two intangible assets as of March 31, 2019, comprised of an existing trade name from the acquisition of Maracay in 2006, which has a 20 year useful life, and a TRI Pointe Homes trade name resulting from the acquisition of Weyerhaeuser Real Estate Company in 2014, which has an indefinite useful life.
Goodwill and other intangible assets consisted of the following (in thousands):
 
March 31, 2019
 
December 31, 2018
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Goodwill
$
139,304

 
$

 
$
139,304

 
$
139,304

 
$

 
$
139,304

Trade names
27,979

 
(6,990
)
 
20,989

 
27,979

 
(6,856
)
 
21,123

Total
$
167,283

 
$
(6,990
)
 
$
160,293

 
$
167,283

 
$
(6,856
)
 
$
160,427


 
The remaining useful life of our amortizing intangible asset related to the Maracay trade name was 6.9 and 7.2 years as of March 31, 2019 and December 31, 2018, respectively. The net carrying amount related to this intangible asset was $3.7 million and $3.8 million as of March 31, 2019 and December 31, 2018, respectively. Amortization expense related to this intangible asset was $134,000 for each of the three-month periods ended March 31, 2019 and 2018, respectively. Amortization of this intangible was charged to sales and marketing expense.  Our $17.3 million indefinite life intangible asset related to the TRI Pointe Homes trade name is not amortizing.  All trade names are evaluated for impairment on an annual basis or more frequently if indicators of impairment exist.
Expected amortization of our intangible asset related to Maracay for the remainder of 2019, the next four years and thereafter is (in thousands):
Remainder of 2019
$
400

2020
534

2021
534

2022
534

2023
534

Thereafter
1,153

Total
$
3,689

v3.19.1
Other Assets
3 Months Ended
Mar. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Other Assets
Other Assets
Other assets consisted of the following (in thousands):
 
March 31, 2019
 
December 31, 2018
Prepaid expenses
$
30,414

 
$
31,983

Refundable fees and other deposits
18,071

 
12,376

Development rights, held for future use or sale
2,288

 
845

Deferred loan costs–loans payable
5,298

 
2,424

Operating properties and equipment, net
56,462

 
54,198

Lease right-of-use assets
58,088

 

Other
3,335

 
3,425

Total
$
173,956

 
$
105,251



Lease right-of-use assets was impacted by our one-time cumulative adjustment resulting from the adoption of ASC 842. As a result of our cumulative adjustment, the December 31, 2018 balance increased by $57.4 million on January 1, 2019. For further details, see Note 1, Organization, Basis of Presentation and Summary of Significant Accounting Policies.
v3.19.1
Accrued Expenses and Other Liabilities
3 Months Ended
Mar. 31, 2019
Payables and Accruals [Abstract]  
Accrued Expenses and Other Liabilities
Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consisted of the following (in thousands):
 
March 31, 2019
 
December 31, 2018
Accrued payroll and related costs
$
17,458

 
$
44,010

Warranty reserves (Note 13)
70,947

 
71,836

Estimated cost for completion of real estate inventories
77,533

 
114,928

Customer deposits
21,051

 
17,464

Income tax liability to Weyerhaeuser
577

 
6,577

Accrued income taxes payable
10,853

 
8,335

Liability for uncertain tax positions (Note 15)
972

 
972

Accrued interest
24,345

 
12,572

Other tax liability
21,171

 
21,892

Lease liabilities
61,284

 
3,196

Other
13,600

 
33,367

Total
$
319,791

 
$
335,149



Lease liabilities was impacted by our one-time cumulative adjustment resulting from the adoption of ASC 842. As a result of our cumulative adjustment, the December 31, 2018 balance increased by $57.4 million on January 1, 2019. For further details, see Note 1, Organization, Basis of Presentation and Summary of Significant Accounting Policies.
v3.19.1
Senior Notes and Loans Payable
3 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]  
Senior Notes and Loans Payable
Senior Notes and Loans Payable
Senior Notes
The Company’s outstanding senior notes (together, the “Senior Notes”) consisted of the following (in thousands):
 
 
March 31, 2019
 
December 31, 2018
4.375% Senior Notes due June 15, 2019
$
381,885

 
$
381,895

4.875% Senior Notes due July 1, 2021
300,000

 
300,000

5.875% Senior Notes due June 15, 2024
450,000

 
450,000

5.250% Senior Notes due June 1, 2027
300,000

 
300,000

Discount and deferred loan costs
(19,422
)
 
(21,091
)
Total
$
1,412,463

 
$
1,410,804


 
In June 2017, TRI Pointe Group issued $300 million aggregate principal amount of 5.250% Senior Notes due 2027 (the “2027 Notes”) at 100.00% of their aggregate principal amount. Net proceeds of this issuance were $296.3 million, after debt issuance costs and discounts. The 2027 Notes mature on June 1, 2027 and interest is paid semiannually in arrears on June 1 and December 1.
In May 2016, TRI Pointe Group issued $300 million aggregate principal amount of 4.875% Senior Notes due 2021 (the “2021 Notes”) at 99.44% of their aggregate principal amount. Net proceeds of this issuance were $293.9 million, after debt issuance costs and discounts. The 2021 Notes mature on July 1, 2021 and interest is paid semiannually in arrears on January 1 and July 1.
TRI Pointe Group and its wholly owned subsidiary TRI Pointe Homes, Inc. (“TRI Pointe Homes”) are co-issuers of the 4.375% Senior Notes due 2019 (the “2019 Notes”) and the 5.875% Senior Notes due 2024 (the “2024 Notes”). The 2019 Notes were issued at 98.89% of their aggregate principal amount and the 2024 Notes were issued at 98.15% of their aggregate principal amount. The net proceeds from the offering of the 2019 Notes and the 2024 Notes were $861.3 million, after debt issuance costs and discounts. The 2019 Notes and 2024 Notes mature on June 15, 2019 and June 15, 2024, respectively. Interest is payable semiannually in arrears on June 15 and December 15. During the three months ended March 31, 2019, we repurchased and cancelled an aggregate principal amount of $10,000 of the 2019 Notes. During the year ended December 31, 2018, we repurchased and cancelled an aggregate principal amount of $68.1 million of the 2019 Notes.
As of March 31, 2019, there was $13.4 million of capitalized debt financing costs, included in senior notes, net on our consolidated balance sheet, related to the Senior Notes that will amortize over the lives of the Senior Notes. Accrued interest related to the Senior Notes was $23.3 million and $11.5 million as of March 31, 2019 and December 31, 2018, respectively.
Loans Payable
On March 29, 2019, the Company entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”), which amended and restated the Company’s Amended and Restated Credit Agreement, dated as of July 7, 2015. The Credit Facility (as defined below), which matures on March 29, 2023, consists of a $600 million revolving credit facility (the “Revolving Facility”) and a $250 million term loan facility (the “Term Facility” and together with the Revolving Facility, the “Credit Facility”). The Term Facility includes a 90 day delayed draw provision. The Company plans to draw $250 million from the Term Facility in June of 2019 in connection with the maturity of the 2019 Notes. The Company may increase the Credit Facility to not more than $1 billion in the aggregate, at its request, upon satisfaction of specified conditions. The Revolving Facility contains a sublimit of $75 million for letters of credit. The Company may borrow under the Revolving Facility in the ordinary course of business to fund its operations, including its land acquisition, land development and homebuilding activities. Borrowings under the Revolving Facility will be governed by, among other things, a borrowing base. Interest rates on borrowings under the Revolving Facility will be based on either a daily Eurocurrency base rate or a Eurocurrency rate, in either case, plus a spread ranging from 1.25% to 2.00%, depending on the Company’s leverage ratio. Interest rates on borrowings under the Term Facility will be based on either a daily Eurocurrency base rate or a Eurocurrency rate, in either case, plus a spread ranging from 1.10% to 1.85%, depending on the Company’s leverage ratio.
As of March 31, 2019, we had no outstanding debt under the Credit Facility and $818.8 million of availability after considering the borrowing base provisions and outstanding letters of credit.  As of March 31, 2019, there was $5.3 million of capitalized debt financing costs, included in other assets on our consolidated balance sheet, related to the Credit Facility that will amortize over the remaining term of the Credit Facility.  Accrued interest, including loan commitment fees, related to the Credit Facility was $432,000 and $402,000 as of March 31, 2019 and December 31, 2018, respectively.
At March 31, 2019 and December 31, 2018, we had outstanding letters of credit of $31.2 million and $31.8 million, respectively.  These letters of credit were issued to secure various financial obligations.  We believe it is not probable that any outstanding letters of credit will be drawn upon.
Interest Incurred
During the three months ended March 31, 2019 and 2018, the Company incurred interest of $23.4 million and $21.5 million, respectively, related to all debt during the period.  Included in interest incurred was amortization of deferred financing and Senior Note discount costs of $1.9 million and $2.0 million for the three months ended March 31, 2019 and 2018, respectively. Accrued interest related to all outstanding debt at March 31, 2019 and December 31, 2018 was $24.3 million and $12.6 million, respectively. 
Covenant Requirements
The Senior Notes contain covenants that restrict our ability to, among other things, create liens or other encumbrances, enter into sale and leaseback transactions, or merge or sell all or substantially all of our assets. These limitations are subject to a number of qualifications and exceptions.
Under the Credit Facility, the Company is required to comply with certain financial covenants, including those relating to consolidated tangible net worth, leverage, liquidity or interest coverage, and a spec unit inventory test. The Credit Facility also requires that at least 97.0% of consolidated tangible net worth must be attributable to the Company and its guarantor subsidiaries, subject to certain grace periods.
The Company was in compliance with all applicable financial covenants as of March 31, 2019 and December 31, 2018.
v3.19.1
Fair Value Disclosures
3 Months Ended
Mar. 31, 2019
Fair Value Disclosures [Abstract]  
Fair Value Disclosures
Fair Value Disclosures
Fair Value Measurements
ASC Topic 820, Fair Value Measurements and Disclosures, defines “fair value” as the price that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at measurement date and requires assets and liabilities carried at fair value to be classified and disclosed in the following three categories:
Level 1—Quoted prices for identical instruments in active markets
Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are inactive; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets at measurement date
Level 3—Valuations derived from techniques where one or more significant inputs or significant value drivers are unobservable in active markets at measurement date
Fair Value of Financial Instruments
A summary of assets and liabilities at March 31, 2019 and December 31, 2018, related to our financial instruments, measured at fair value on a recurring basis, is set forth below (in thousands):
 
 
 
March 31, 2019
 
December 31, 2018
 
Hierarchy
 
Book Value
 
Fair Value
 
Book Value
 
Fair Value
Senior Notes (1)
Level 2
 
$
1,425,892

 
$
1,395,794

 
$
1,425,397

 
$
1,308,826

 __________
(1) 
The book value of the Senior Notes is net of discounts, excluding deferred loan costs of $13.4 million and $14.6 million as of March 31, 2019 and December 31, 2018, respectively. The estimated fair value of the Senior Notes at March 31, 2019 and December 31, 2018 is based on quoted market prices.

At March 31, 2019 and December 31, 2018, the carrying value of cash and cash equivalents and receivables approximated fair value due to their short-term nature and variable interest rate terms.
Fair Value of Nonfinancial Assets
Nonfinancial assets include items such as real estate inventories and long-lived assets that are measured at fair value on a nonrecurring basis when events and circumstances indicating the carrying value is not recoverable. No carrying values were adjusted to fair value for the three months ended March 31, 2019 or the year ended December 31, 2018.
v3.19.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Commitments and Contingencies
Legal Matters
Lawsuits, claims and proceedings have been and may be instituted or asserted against us in the normal course of business, including actions brought on behalf of various classes of claimants. We are also subject to local, state and federal laws and regulations related to land development activities, house construction standards, sales practices, employment practices, environmental protection and financial services. As a result, we are subject to periodic examinations or inquiry by agencies administering these laws and regulations.
We record a reserve for potential legal claims and regulatory matters when they are probable of occurring and a potential loss is reasonably estimable. We accrue for these matters based on facts and circumstances specific to each matter and revise these estimates when necessary.  In view of the inherent difficulty of predicting outcomes of legal claims and related contingencies, we generally cannot predict their ultimate resolution, related timing or eventual loss. Accordingly, it is possible that the ultimate outcome of any matter, if in excess of a related accrual or if no accrual was made, could be material to our financial statements.  For matters as to which the Company believes a loss is probable and reasonably estimable, we had no legal reserve as of March 31, 2019. As of December 31, 2018, we had a $17.5 million legal reserve related to a settlement in connection with a previously disclosed lawsuit involving a land sale that occurred in 1987. This settlement was paid on February 4, 2019.
Warranty
Warranty reserves are accrued as home deliveries occur. Our warranty reserves on homes delivered will vary based on product type and geographic area and also depending on state and local laws. The warranty reserve is included in accrued expenses and other liabilities on our consolidated balance sheets and represents expected future costs based on our historical experience over previous years. Estimated warranty costs are charged to cost of home sales in the period in which the related home sales revenue is recognized.
We maintain general liability insurance designed to protect us against a portion of our risk of loss from warranty and construction defect-related claims. We also generally require our subcontractors and design professionals to indemnify us for liabilities arising from their work, subject to various limitations. However, such indemnity is significantly limited with respect to certain subcontractors that are added to our general liability insurance policy. 
Our warranty reserve and related estimated insurance recoveries are based on actuarial analysis that uses our historical claim and expense data, as well as industry data to estimate these overall costs and related recoveries. Key assumptions used in developing these estimates include claim frequencies, severities and resolution patterns, which can occur over an extended period of time. These estimates are subject to variability due to the length of time between the delivery of a home to a homebuyer and when a warranty or construction defect claim is made, and the ultimate resolution of such claim; uncertainties regarding such claims relative to our markets and the types of product we build; and legal or regulatory actions and/or interpretations, among other factors. Due to the degree of judgment involved and the potential for variability in these underlying assumptions, our actual future costs could differ from those estimated. There can be no assurance that the terms and limitations of the limited warranty will be effective against claims made by homebuyers, that we will be able to renew our insurance coverage or renew it at reasonable rates, that we will not be liable for damages, cost of repairs, and/or the expense of litigation surrounding possible construction defects, soil subsidence or building related claims or that claims will not arise out of uninsurable events or circumstances not covered by insurance and not subject to effective indemnification agreements with certain subcontractors.
We also record expected recoveries from insurance carriers based on actual insurance claims made and actuarially determined amounts that depend on various factors, including the above-described reserve estimates, our insurance policy coverage limits for the applicable policy years and historical recovery rates. Because of the inherent uncertainty and variability in these assumptions, our actual insurance recoveries could differ significantly from amounts currently estimated. Outstanding warranty insurance receivables were $37.5 million and $37.6 million as of March 31, 2019 and December 31, 2018, respectively. Warranty insurance receivables are recorded in receivables on the accompanying consolidated balance sheets.
Warranty reserve activity consisted of the following (in thousands):
 
 
Three Months Ended March 31,
 
2019
 
2018
Warranty reserves, beginning of period
$
71,836

 
$
69,373

Warranty reserves accrued
4,270

 
4,746

Warranty expenditures
(5,159
)
 
(3,637
)
Warranty reserves, end of period
$
70,947

 
$
70,482


 
Performance Bonds
We obtain surety bonds in the normal course of business to ensure completion of certain infrastructure improvements of our projects. The beneficiaries of the bonds are various municipalities. As of March 31, 2019 and December 31, 2018, the Company had outstanding surety bonds totaling $653.9 million and $685.7 million, respectively. As of March 31, 2019 and December 31, 2018, our estimated cost to complete obligations related to these surety bonds was $415.2 million and $423.4 million, respectively.
Lease Obligations
Under ASC 842 we recognize a right-of-use lease asset and a lease liability for contracts deemed to contain a lease at the inception of the contract. Our lease population is fully comprised of operating leases, which are now recorded at the net present value of future lease obligations existing at each balance sheet date. At the inception of a lease, or if a lease is subsequently modified, we determine whether the lease is an operating or financing lease. Key estimates involved with ASC 842 include the discount rate used to measure our future lease obligations and the lease term, where considerations include renewal options and intent to renew. Lease right-of-use assets are included in other assets and lease liabilities are included in accrued expenses and other liabilities on our consolidated balance sheet.
Operating Leases
We lease certain property and equipment under non-cancelable operating leases. Office leases are for terms of up to ten years and generally provide renewal options. In most cases, we expect that, in the normal course of business, leases that expire will be renewed or replaced by other leases. Equipment leases are typically for terms of three to four years.
Ground Leases
In 1987, we obtained two 55-year ground leases of commercial property that provided for three renewal options of ten years each and one 45-year renewal option.  We exercised the three ten year extensions on one of these ground leases extending the lease through 2071.  The commercial buildings on these properties have been sold and the ground leases have been sublet to the buyers.
For one of these leases, we are responsible for making lease payments to the land owner, and we collect sublease payments from the buyers of the buildings. This ground lease has been subleased through 2041 to the buyers of the commercial buildings. For the second lease, the buyers of the buildings are responsible for making lease payments directly to the land owner, however, we have guaranteed the performance of the buyers/lessees. See below for additional information on leases (dollars in thousands):

 
Three Months Ended March 31, 2019
Lease cost
 
Operating lease cost (included in SG&A expense)
$
2,044

Ground lease cost (included in other operations expense)
590

Sublease income, ground leases (included in other operations revenue)
(598
)
Net lease cost
$
2,036

 
 
Other information
 
Cash paid for amounts included in the measurement of lease liabilities:
 
Operating lease cash flows (included in operating cash flows)
$
1,609

Ground lease cash flows (included in operating cash flows)
$
608

Right-of-use assets obtained in exchange for new operating lease liabilities
$
1,707

 
March 31, 2019
Weighted-average discount rate:
 
Operating leases
6.0
%
Ground leases
10.2
%
Weighted-average remaining lease term (in years):
 
Operating leases
6.3

Ground leases
49.2


The future minimum lease payments under our operating leases are as follows (in thousands):
 
Property, Equipment and Other Leases
 
Ground Leases (1)
Remaining in 2019
$
6,347

 
$
2,238

2020
8,322

 
2,984

2021
7,048

 
2,984

2022
5,453

 
2,984

2023
4,349

 
2,984

Thereafter
8,799

 
84,266

 
$
40,318

 
$
98,440

(1)     Ground leases are fully subleased through 2041, representing $67.4 million of the $98.4 million future ground lease obligations.
v3.19.1
Stock-Based Compensation
3 Months Ended
Mar. 31, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock-Based Compensation
Stock-Based Compensation
2013 Long-Term Incentive Plan
The Company’s stock compensation plan, the 2013 Long-Term Incentive Plan (the “2013 Incentive Plan”), was adopted by TRI Pointe in January 2013 and amended, with the approval of our stockholders, in 2014 and 2015. In addition, our board of directors amended the 2013 Incentive Plan in 2014 to prohibit repricing (other than in connection with any equity restructuring or any change in capitalization) of outstanding options or stock appreciation rights without stockholder approval. The 2013 Incentive Plan provides for the grant of equity-based awards, including options to purchase shares of common stock, stock appreciation rights, bonus stock, restricted stock, restricted stock units (“RSUs”) and performance awards. The 2013 Incentive Plan will automatically expire on the tenth anniversary of its effective date. Our board of directors may terminate or amend the 2013 Incentive Plan at any time, subject to any requirement of stockholder approval required by applicable law, rule or regulation.
As amended, the number of shares of our common stock that may be issued under the 2013 Incentive Plan is 11,727,833 shares. To the extent that shares of our common stock subject to an outstanding option, stock appreciation right, stock award or performance award granted under the 2013 Incentive Plan are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such award or the settlement of such award in cash, then such shares of our common stock generally shall again be available under the 2013 Incentive Plan. As of March 31, 2019, there were 5,886,605 shares available for future grant under the 2013 Incentive Plan.
The following table presents compensation expense recognized related to all stock-based awards (in thousands):
 
 
Three Months Ended March 31,
 
2019
 
2018
Total stock-based compensation
$
3,435

 
$
3,470


 
Stock-based compensation is charged to general and administrative expense on the accompanying consolidated statements of operations.  As of March 31, 2019, total unrecognized stock-based compensation related to all stock-based awards was $29.6 million and the weighted average term over which the expense was expected to be recognized was 2.3 years.
Summary of Stock Option Activity
The following table presents a summary of stock option awards for the three months ended March 31, 2019:
 
Options
 
Weighted
Average
Exercise
Price
Per Share
 
Weighted
Average
Remaining
Contractual
Life
 
Aggregate
Intrinsic
Value
(in thousands)
Options outstanding at December 31, 2018
953,905

 
$
14.58

 
4.2

 
$
296

Granted

 

 

 

Exercised
(32,486
)
 
$
6.50

 

 

Forfeited

 
$

 

 

Options outstanding at March 31, 2019
921,419

 
$
14.87

 
4.1

 
$
350

Options exercisable at March 31, 2019
921,419

 
$
14.87

 
4.1

 
$
350


 
The intrinsic value of each stock option award outstanding or exercisable is the difference between the fair market value of the Company’s common stock at the end of the period and the exercise price of each stock option award to the extent it is considered “in-the-money”. A stock option award is considered to be “in-the-money” if the fair market value of the Company’s stock is greater than the exercise price of the stock option award. The aggregate intrinsic value of options outstanding and options exercisable represents the value that would have been received by the holders of stock option awards had they exercised their stock option award on the last trading day of the period and sold the underlying shares at the closing price on that day.

Summary of Restricted Stock Unit Activity
The following table presents a summary of RSUs for the three months ended March 31, 2019:
 
Restricted
Stock
Units
 
Weighted
Average
Grant Date
Fair Value
Per Share
 
Aggregate
Intrinsic
Value
(in thousands)
Nonvested RSUs at December 31, 2018
3,341,848

 
$
11.05

 
$
36,526

Granted
1,593,747

 
$
12.10

 

Vested
(795,528
)
 
$
12.70

 

Forfeited
(745,756
)
 
$
5.20

 

Nonvested RSUs at March 31, 2019
3,394,311

 
$
12.45

 
$
42,904


On March 11, 2019 and February 28, 2019, the Company granted an aggregate of 3,025 and 990,723, respectively, of time-vested RSUs to certain employees and officers. The RSUs granted vest in equal installments annually on the anniversary of the grant date over a three-year period.  The fair value of each RSU granted on March 11, 2019 and February 28, 2019 was measured using a price of $13.22 and $12.60 per share, respectively, 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 February 28, 2019, the Company granted 247,619, 238,095 and 114,285 performance-based RSUs to the Company’s Chief Executive Officer, President, and Chief Financial Officer, respectively. These performance-based RSUs are allocated to two separate performance metrics, as follows: (i) thirty percent to total stockholder return (“TSR”), with vesting based on the Company’s TSR relative to its peer-group homebuilders; and (ii) seventy percent to earnings per share. The vesting, if at all, of these performance-based RSUs may range from 0% to 100% and will be based on the Company’s percentage attainment of specified threshold, target and maximum performance goals. The performance period for these performance-based RSUs is January 1, 2019 to December 31, 2021. The fair value of the performance-based RSUs related to the TSR metric was determined to be $8.16 per share based on a Monte Carlo simulation. The fair value of the performance-based RSUs related to the earnings per share goal was measured using a price of $12.60 per share, which was the closing stock price on the date of grant. Each award will be expensed over the requisite service period.

RSUs that vested, as reflected in the table above, during the three months ended March 31, 2019 included time-based RSUs that were previously granted. RSUs that were forfeited, as reflected in the table above, during the three months ended March 31, 2019 included performance-based RSUs and time-based RSUs that were forfeited for no consideration.

On April 30, 2018, the Company granted an aggregate of 40,910 RSUs to the non-employee members of its board of directors. On July 23, 2018, the Company granted 6,677 RSUs to a non-employee member of its board of directors in connection with such individual's appointment to the board of directors. These RSUs vest in their entirety on the day immediately prior to the Company's 2019 Annual Meeting of Stockholders. The fair value of each RSU granted on April 30, 2018 and July 23, 2018 was measured using a price of $17.11 and $16.37 per share, respectively, 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 May 7, 2018 and February 22, 2018, the Company granted an aggregate of 4,258 and 633,107, respectively, of time-vested RSUs to certain employees and officers. The RSUs granted vest in equal installments annually on the anniversary of the grant date over a three-year period.  The fair value of each RSU granted on May 7, 2018 and February 22, 2018 was measured using a price of $17.61 and $16.94 per share, respectively, 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 February 22, 2018, the Company granted 184,179, 177,095, and 85,005 performance-based RSUs to the Company’s Chief Executive Officer, President, and Chief Financial Officer, respectively. These performance-based RSUs are allocated in equal parts to two separate performance metrics: (i) TSR, with vesting based on the Company’s TSR relative to its peer-group homebuilders; and (ii) earnings per share. The vesting, if at all, of these performance-based RSUs may range from 0% to 100% and will be based on the Company’s percentage attainment of specified threshold, target and maximum performance goals. The performance period for these performance-based RSUs is January 1, 2018 to December 31, 2020. The fair value of the performance-based RSUs related to the TSR metric was determined to be $10.97 per share based on a Monte Carlo simulation. The fair value of the performance-based RSUs related to the earnings per share goal was measured using a price of $16.94 per share, which was the closing stock price on the date of grant. Each award will be expensed over the requisite service period.
As RSUs vest for employees, a portion of the shares awarded is generally withheld to cover employee tax withholdings. As a result, the number of RSUs vested and the number of shares of TRI Pointe common stock issued will differ.
v3.19.1
Income Taxes
3 Months Ended
Mar. 31, 2019
Income Tax Disclosure [Abstract]  
Income Taxes
Income Taxes
We account for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statements and tax bases of assets and liabilities using enacted tax rates for the years in which taxes are expected to be paid or recovered.  Each quarter we assess our deferred tax asset to determine whether all or any portion of the asset is more likely than not unrealizable under ASC 740.  We are required to establish a valuation allowance for any portion of the asset we conclude is more likely than not to be unrealizable.  Our assessment considers, among other things, the nature, frequency and severity of our current and cumulative losses, forecasts of our future taxable income, the duration of statutory carryforward periods and tax planning alternatives.
We had net deferred tax assets of $67.8 million as of both March 31, 2019 and December 31, 2018.  We had a valuation allowance related to those net deferred tax assets of $3.4 million as of both March 31, 2019 and December 31, 2018.  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.
TRI Pointe has certain liabilities to Weyerhaeuser Company (“Weyerhaeuser”) related to a tax sharing agreement.  As of March 31, 2019 and December 31, 2018, we had an income tax liability to Weyerhaeuser of $577,000 and $6.6 million, respectively. The income tax liability to Weyerhaeuser is recorded in accrued expenses and other liabilities on the accompanying consolidated balance sheets. During the three months ended March 31, 2019, we amended our existing tax sharing agreement with Weyerhaeuser, pursuant to which the parties agreed, among other things, that we had no further obligation to remit payment to Weyerhaeuser in connection with any potential utilization of certain deductions or losses associated with certain Weyerhaeuser entities with respect to federal and state taxes. As a result of the amendment, during the three months ended March 31, 2019, we decreased our income tax liability to Weyerhaeuser and recorded other income of $6.0 million, which is included in other income, net in the accompanying consolidated statements of operations.
Our provision for income taxes totaled $24,000 and $14.7 million for the three months ended March 31, 2019 and 2018, respectively. The Company classifies any interest and penalties related to income taxes assessed by jurisdiction as part of income tax expense.  The Company had $1.0 million of uncertain tax positions recorded as of both March 31, 2019 and December 31, 2018.  The Company has not been assessed interest or penalties by any major tax jurisdictions related to prior years.
v3.19.1
Related Party Transactions
3 Months Ended
Mar. 31, 2019
Related Party Transactions [Abstract]  
Related Party Transactions
Related Party Transactions
We had no related party transactions for the three months ended March 31, 2019 and 2018.
v3.19.1
Supplemental Disclosure to Consolidated Statements of Cash Flows
3 Months Ended
Mar. 31, 2019
Supplemental Cash Flow Elements [Abstract]  
Supplemental Disclosure to Consolidated Statements of Cash Flow
Supplemental Disclosure to Consolidated Statements of Cash Flows
The following are supplemental disclosures to the consolidated statements of cash flows (in thousands):
 
Three Months Ended March 31,
 
2019
 
2018
Supplemental disclosure of cash flow information:
 
 
 
Interest paid (capitalized), net
$
(13,697
)
 
$
(13,858
)
Income taxes paid (refunded), net
$
(2,538
)
 
$
30

Supplemental disclosures of noncash activities:
 
 
 
Amortization of senior note discount capitalized to real estate inventory
$
505

 
$
531

Amortization of deferred loan costs capitalized to real estate inventory
$
1,415

 
$
1,492

Increase in other assets related to adoption of ASC 606
$

 
$
39,534

v3.19.1
Supplemental Guarantor Information
3 Months Ended
Mar. 31, 2019
Condensed Financial Information Disclosure [Abstract]  
Supplemental Guarantor Information
Supplemental Guarantor Information
2021 Notes and 2027 Notes
On May 26, 2016, TRI Pointe Group issued the 2021 Notes. On June 5, 2017, TRI Pointe Group issued the 2027 Notes. All of TRI Pointe Group’s 100% owned subsidiaries that are guarantors (each a “Guarantor” and, collectively, the “Guarantors”) of the Credit Facility, including TRI Pointe Homes, are party to supplemental indentures pursuant to which they jointly and severally guarantee TRI Pointe Group’s obligations with respect to the 2021 Notes and the 2027 Notes. Each Guarantor of the 2021 Notes and the 2027 Notes is 100% owned by TRI Pointe Group, and all guarantees are full and unconditional, subject to customary exceptions pursuant to the indentures governing the 2021 Notes and the 2027 Notes, as described in the following paragraph. All of our non-Guarantor subsidiaries have nominal assets and operations and are considered minor, as defined in Rule 3-10(h) of Regulation S-X. In addition, TRI Pointe Group has no independent assets or operations, as defined in Rule 3-10(h) of Regulation S-X. There are no significant restrictions upon the ability of TRI Pointe Group or any Guarantor to obtain funds from any of their respective wholly owned subsidiaries by dividend or loan. None of the assets of our subsidiaries represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X.
A Guarantor of the 2021 Notes and the 2027 Notes shall be released from all of its obligations under its guarantee if (i) all of the assets of the Guarantor have been sold; (ii) all of the equity interests of the Guarantor held by TRI Pointe Group or a subsidiary thereof have been sold; (iii) the Guarantor merges with and into TRI Pointe Group or another Guarantor, with TRI Pointe Group or such other Guarantor surviving the merger; (iv) the Guarantor is designated “unrestricted” for covenant purposes; (v) the Guarantor ceases to guarantee any indebtedness of TRI Pointe Group or any other Guarantor which gave rise to such Guarantor guaranteeing the 2021 Notes or the 2027 Notes; (vi) TRI Pointe Group exercises its legal defeasance or covenant defeasance options; or (vii) all obligations under the applicable supplemental indenture are discharged.
2019 Notes and 2024 Notes
TRI Pointe Group and TRI Pointe Homes are co-issuers of the 2019 Notes and the 2024 Notes. All of the Guarantors (other than TRI Pointe Homes) have entered into supplemental indentures pursuant to which they jointly and severally guarantee the obligations of TRI Pointe Group and TRI Pointe Homes with respect to the 2019 Notes and the 2024 Notes. Each Guarantor of the 2019 Notes and the 2024 Notes is 100% owned by TRI Pointe Group and TRI Pointe Homes, and all guarantees are full and unconditional, subject to customary exceptions pursuant to the indentures governing the 2019 Notes and the 2024 Notes, as described below.
A Guarantor of the 2019 Notes and the 2024 Notes shall be released from all of its obligations under its guarantee if (i) all of the assets of the Guarantor have been sold; (ii) all of the equity interests of the Guarantor held by TRI Pointe or a subsidiary thereof have been sold; (iii) the Guarantor merges with and into TRI Pointe or another Guarantor, with TRI Pointe or such other Guarantor surviving the merger; (iv) the Guarantor is designated “unrestricted” for covenant purposes; (v) the Guarantor ceases to guarantee any indebtedness of TRI Pointe or any other Guarantor which gave rise to such Guarantor guaranteeing the 2019 Notes and 2024 Notes; (vi) TRI Pointe exercises its legal defeasance or covenant defeasance options; or (vii) all obligations under the applicable indenture are discharged.
Presented below are the condensed consolidating balance sheets at March 31, 2019 and December 31, 2018, condensed consolidating statements of operations for the three months ended March 31, 2019 and 2018 and condensed consolidating statement of cash flows for the three months ended March 31, 2019 and 2018 Because TRI Pointe’s non-Guarantor subsidiaries are considered minor, as defined in Rule 3-10(h) of Regulation S-X, the non-Guarantor subsidiaries’ information is not separately presented in the tables below, but is included with the Guarantors. Additionally, because TRI Pointe Group has no independent assets or operations, as defined in Rule 3-10(h) of Regulation S-X, the condensed consolidated financial information of TRI Pointe Group and TRI Pointe Homes, the co-issuers of the 2019 Notes and 2024 Notes, is presented together in the column titled “Issuer”.
Condensed Consolidating Balance Sheet (in thousands):
 
 
March 31, 2019
 
Issuer
 
Guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Consolidated
TRI Pointe
Group, Inc.
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
55,854

 
$
92,928

 
$

 
$
148,782

Receivables
20,616

 
37,618

 

 
58,234

Intercompany receivables
858,286

 

 
(858,286
)
 

Real estate inventories
780,568

 
2,462,110

 

 
3,242,678

Investments in unconsolidated entities

 
4,191

 

 
4,191

Goodwill and other intangible assets, net
156,603

 
3,690

 

 
160,293

Investments in subsidiaries
1,668,464

 

 
(1,668,464
)
 

Deferred tax assets, net
14,822

 
52,939

 

 
67,761

Other assets
20,894

 
153,062

 

 
173,956

Total assets
$
3,576,107

 
$
2,806,538

 
$
(2,526,750
)
 
$
3,855,895

 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Accounts payable
$
11,973

 
$
54,632

 
$

 
$
66,605

Intercompany payables

 
858,286

 
(858,286
)
 

Accrued expenses and other liabilities
94,648

 
225,143

 

 
319,791

Senior notes
1,412,463

 

 

 
1,412,463

Total liabilities
1,519,084

 
1,138,061

 
(858,286
)
 
1,798,859

 
 
 
 
 
 
 
 
Equity
 
 
 
 
 
 
 
Total stockholders’ equity
2,057,023

 
1,668,464

 
(1,668,464
)
 
2,057,023

Noncontrolling interests

 
13

 

 
13

Total equity
2,057,023

 
1,668,477

 
(1,668,464
)
 
2,057,036

Total liabilities and equity
$
3,576,107

 
$
2,806,538

 
$
(2,526,750
)
 
$
3,855,895



Condensed Consolidating Balance Sheet (in thousands):
 
 
December 31, 2018
 
Issuer
 
Guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Consolidated
TRI Pointe
Group, Inc.
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
148,129

 
$
129,567

 
$

 
$
277,696

Receivables
16,589

 
35,003

 

 
51,592

Intercompany receivables
758,501

 

 
(758,501
)
 

Real estate inventories
812,799

 
2,403,260

 

 
3,216,059

Investments in unconsolidated entities

 
5,410

 

 
5,410

Goodwill and other intangible assets, net
156,604

 
3,823

 

 
160,427

Investments in subsidiaries
1,672,635

 

 
(1,672,635
)
 

Deferred tax assets, net
14,822

 
52,946

 

 
67,768

Other assets
12,984

 
92,267

 

 
105,251

Total assets
$
3,593,063

 
$
2,722,276

 
$
(2,431,136
)
 
$
3,884,203

 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Accounts payable
$
13,433

 
$
67,880

 
$

 
$
81,313

Intercompany payables

 
758,501

 
(758,501
)
 

Accrued expenses and other liabilities
111,902

 
223,247

 

 
335,149

Senior notes
1,410,804

 

 

 
1,410,804

Total liabilities
1,536,139

 
1,049,628

 
(758,501
)
 
1,827,266

 
 
 
 
 
 
 
 
Equity
 
 
 
 
 
 
 
Total stockholders’ equity
2,056,924

 
1,672,635

 
(1,672,635
)
 
2,056,924

Noncontrolling interests

 
13

 

 
13

Total equity
2,056,924

 
1,672,648

 
(1,672,635
)
 
2,056,937

Total liabilities and equity
$
3,593,063

 
$
2,722,276

 
$
(2,431,136
)
 
$
3,884,203







Condensed Consolidating Statement of Operations (in thousands):
 
 
Three Months Ended March 31, 2019
 
Issuer
 
Guarantor
Subsidiaries
 
Consolidating
Adjustments
 
Consolidated
TRI Pointe
Group, Inc.
Homebuilding:
 
 
 
 
 
 
 
Home sales revenue
$
171,791

 
$
320,912

 
$

 
$
492,703

Land and lot sales revenue

 
1,029

 

 
1,029

Other operations revenue

 
598

 

 
598

Total revenues
171,791

 
322,539

 

 
494,330

Cost of home sales
145,075

 
276,461

 

 
421,536

Cost of land and lot sales

 
1,495

 

 
1,495

Other operations expense

 
590

 

 
590

Sales and marketing
9,299

 
29,690

 

 
38,989