WILLIAM LYON HOMES - 10-K filing on 2014-03-21

Senior Notes And Secured Indebtedness

12 Months Ended

Dec. 31, 2013

Senior Notes and Secured Indebtedness

Senior notes and Notes payable consist of the following (in thousands):



	December 31,
	2013		2012
Notes payable
Construction notes payable	$	24,198	$	13,248
Seller financing	13,862		—
Total notes payable	$	38,060	$	13,248
Senior notes
8¹/2% Senior notes due November 15, 2020	$	431,295	$	325,000
Total Senior notes and Notes payable	$	469,355	$	338,248

The maturities of the 8 ½% Senior notes and Notes payable are as follows as of December 31, 2013 (in thousands):



Year Ended December 31,
2014	$	1,761
2015	12,965
2016	23,334
2017	—
2018	—
Thereafter	425,000
	$	463,060

Maturities above exclude premium of $6,295 as of December 31, 2013.

8 1/2% Senior Notes Due 2020

On November 8, 2012, William Lyon Homes, Inc., a California corporation and wholly-owned subsidiary of the Company (“California Lyon”) completed its offering of 8.5% Senior Notes due 2020, or the New Notes, in an aggregate principal amount of $325 million. The New Notes were issued at 100% of their aggregate principal amount. The Company used the net proceeds from the sale of the New Notes, together with cash on hand, to refinance the Company’s (i) $235 million 10.25% Senior Secured Term Loan due 2015 (“Amended Term Loan”), (ii) approximately $76 million in aggregate principal amount of 12% Senior Subordinated Secured Notes due 2017 (“Old Notes”), (iii) approximately $11 million in principal amount of project related debt, and (iv) to pay accrued and unpaid interest thereon.

On October 24, 2013, California Lyon completed the sale to certain purchasers of an additional $100.0 million in aggregate principal amount of its 8.5% Senior Notes due 2020 (the “Additional Notes”) at an issue price of 106.5% of their aggregate principal amount, plus accrued interest from and including May 15, 2013, in a private placement, resulting in net proceeds of approximately $104.7 million.

As of December 31, 2013 and December 31, 2012, the outstanding principal amount of the New Notes and Additional Notes was $425 million and $325.0 million. The New Notes bear interest at an annual rate of 8.5% per annum and is payable semiannually in arrears on May 15 and November 15, commencing on May 15, 2013, and mature on November 15, 2020. The New Notes are senior unsecured obligations of California Lyon and are unconditionally guaranteed on a senior subordinated secured basis by Parent and by certain of Parent’s existing and future restricted subsidiaries. The New Notes and the guarantees rank senior to all of California Lyon’s and the guarantors’ existing and future unsecured senior debt and senior in right of payment to all of California Lyon’s and the guarantors’ future subordinated debt. The New Notes and the guarantees are and will be effectively junior to any of California Lyon’s and the guarantors’ existing and future secured debt.

On or after November 15, 2016, California Lyon may redeem all or a portion of the New Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest to the applicable redemption date, if redeemed during the 12-month period beginning on November 15 of the years indicated below:



Year	Percentage
2016	104.250	%
2017	102.125	%
2018 and thereafter	100.000	%

Prior to November 15, 2016 the New Notes may be redeemed in whole or in part at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, and accrued and unpaid interest to, the redemption date.

In addition, any time prior to November 15, 2015, California Lyon may, at its option on one or more occasions, redeem New Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the New Notes issued prior to such date at a redemption price (expressed as a percentage of principal amount) of 108.5%, plus accrued and unpaid interest to the redemption date, with an amount equal to the net cash proceeds from one or more equity offerings.

The indenture governing the New Notes (the “Indenture”) contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things: (i) incur or guarantee certain additional indebtedness; (ii) pay dividends or make other distributions or repurchase stock; (iii) make certain investments; (iv) sell assets; (v) incur liens; (vi) enter into agreements restricting the ability of the Company’s restricted subsidiaries to pay dividends or transfer assets; (vii) enter into transactions with affiliates; (viii) create unrestricted subsidiaries; and (viii) consolidate, merge or sell all or substantially all of the Company’s and California Lyon’s assets. These covenants are subject to a number of important exceptions and qualifications as described in the Indenture. The Company is in compliance with all such covenants as of December 31, 2013.

Notes Payable

Revolving Lines of Credit

On August 7, 2013, California Lyon and Parent entered into a credit agreement providing for a revolving credit facility of up to $100 million (the “Revolver”). The Revolver will mature on August 5, 2016, unless terminated earlier pursuant to the terms of the Revolver. The Revolver contains an uncommitted accordion feature under which its aggregate principal amount can be increased to up to $125 million under certain circumstances, as well as a sublimit of $50 million for letters of credit. The Revolver contains various covenants, including financial covenants relating to tangible net worth, leverage, liquidity and interest coverage, as well as a limitation on investments in joint ventures and non-guarantor subsidiaries.

The Revolver contains customary events of default, subject to cure periods in certain circumstances, that would result in the termination of the commitment and permit the lenders to accelerate payment on outstanding borrowings and require cash collateralization of letters of credit, including: nonpayment of principal, interest and fees or other amounts; violation of covenants; inaccuracy of representations and warranties; cross default to certain other indebtedness; unpaid judgments; and certain bankruptcy and other insolvency events. If a change in control of the Company occurs, the lenders may terminate the commitment and require that California Lyon repay outstanding borrowings under the Revolver and cash collateralize letters of credit. Interest rates on borrowings generally will be based on either LIBOR or a base rate, plus the applicable spread. The commitment fee on the unused portion of the Facility currently accrues at an annual rate of 0.50%.

Borrowings under the Revolver, the availability of which is subject to a borrowing base formula, are required to be guaranteed by the Company and certain of the Company’s wholly-owned subsidiaries, are secured by a pledge of all equity interests held by such guarantors, and may be used for general corporate purposes. As of December 31, 2013, the Company had not drawn any amounts under this facility, but had issued a letter of credit for $4.0 million, reducing the amount available under the facility.

On March 5, 2013, California Lyon entered into a Revolving Line of Credit Loan Agreement (the “CB&T Loan Agreement”), with California Bank & Trust (“CB&T”), providing for a revolving line of credit of $30.0 million (the “CB&T Loan”). The CB&T Loan, as amended, provides California Lyon with funds for the development of residential lots, the construction of existing and future residential home projects within the states of California, Arizona, Nevada and Colorado, the issuance of letters of credit for the payment of costs incurred or associated with those projects and other general corporate purposes. In connection with the execution of the CB&T Loan Agreement, California Lyon issued a promissory note (the “CB&T Promissory Note”), and together with the CB&T Loan Agreement and any ancillary documents and agreements executed pursuant to the CB&T Loan Agreement, (the “CB&T Loan Documents”), in favor of CB&T. California Lyon’s obligations under the CB&T Loan are secured by, among other things, a first lien on and security interest in all the real and personal property comprising each qualified project that is secured by the CB&T Loan. Borrowings under the CB&T Loan Agreement bore interest, payable monthly, at California Lyon’s option of either (i) a fixed rate at LIBOR plus 3.00% per annum or (ii) a variable rate at the Prime Rate, as adjusted by CB&T in accordance with the CB&T Loan Agreement, plus 1.00% per annum. The floor interest rate for borrowings under the CB&T Loan Agreement range from 4.25% to 5.00%, depending on California Lyon’s total debt to tangible net worth ratio. Beginning on March 5, 2015, the maximum amount available under the CB&T Loan would have been reduced by $7.5 million every 90 days until the CB&T Loan matures. The CB&T Loan was scheduled to mature on March 5, 2016.

In March 2013, one of the outstanding construction loans payable and its underlying collateral was rolled into the CB&T Loan. In July 2013, the Company repaid all of the outstanding balance of the CB&T loan. On October 30, 2013, the Company terminated the CB&T Loan.

Construction Notes Payable

In December 2013, the Company entered into a construction notes payable agreement. The agreement has total availability under the facility of $18.6 million, to be drawn for land development and construction of its joint venture projects. The facility consists of an $11.5 million revolving facility and a $7.1 million promissory note. The facility matures in January 2016 and bears interest at the Company's option of either LIBOR +3.0% or the prime rate +1.0%. At December 31, 2013 the interest rate on the facility was 4.25%, and the Company had $2.1 million outstanding.

In June 2013, the Company entered into a construction note payable agreement. The agreement has total availability under the facility of $28.0 million, to be drawn for land development and construction on one of its joint venture projects. The loan matures in June 2016 and bears interest at the prime rate +0.5%, with a rate floor of 4.0%, which was the interest rate as of December 31, 2013. As of December 31, 2013, the Company had borrowed $21.2 million under this facility. The loan will be repaid with proceeds from home closings of the project, is secured by the underlying project, and is guaranteed by the Company.

In September 2012, the Company entered into two construction notes payable agreements. The first agreement has total availability under the facility of $19.0 million, to be drawn for land development and construction on one of its wholly-owned projects. The loan had an original maturity date in September 2015 and bore interest at the prime rate +1.0%, with a rate floor of 5.0%. In March 2013, this loan and the underlying collateral was rolled into the CB&T Loan Agreement, defined and discussed above. As of December 31, 2012, the Company had borrowed $7.8 million under this facility.

The second September 2012 construction note payable agreement has total availability under the facility of $17.0 million, to be drawn for land development and construction on one of its joint venture projects. The loan matures in March 2015 and bears interest at prime rate +1%, with a rate floor of 5.0%, which was the interest rate as of December 31, 2013. At December 31, 2013 and December 31, 2012, the Company had borrowed $0.9 million and $5.4 million under this facility.

Land Acquisition Note Payable

In October 2011, the Company secured an acquisition note payable in conjunction with the acquisition of a parcel of land in Northern California. The acquisition price of the land was $56.0 million, and the loan was for $55.0 million. The note was scheduled to mature in October 2012, and carried an interest rate of 1.5% per month, which was paid monthly on the loan. As part of the Company’s adoption of ASC 852, the loan was valued at $56.3 million as of February 24, 2012, the confirmation date of the plan. In May 2012, the Company sold the parcel of land and repaid the note in full recognizing a gain on extinguishment of debt of $1.0 million, net of amortization expense of $0.3 million. The gain is included in (loss) gain on extinguishment of debt in the consolidated statement of operations for the period from February 25, 2012 through December 31, 2012.

Seller Financing

At December 31, 2013, the Company had $13.9 million of notes payable outstanding relating to two land acquisitions for which seller financing was provided. The first note had a balance of $1.8 million as of December 31, 2013, bears interest at 3% per annum, is secured by the underlying land, and matures in March 2014. The second note had a balance of $12.1 million as of December 31, 2013, bears interest at 7% per annum, is secured by the underlying land, and matures in May 2015.

GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS

The following consolidating financial information includes:

(1) Consolidating balance sheets as of December 31, 2013 and 2012; consolidating statements of operations for the year ended December 31, 2013, the period from February 25, 2012 through December 31, 2012, the period from January 1, 2012 through February 24, 2012, and the year ended December 31, 2011; and consolidating statements of cash flows for the year ended December 31, 2013, the period from February 25, 2012 through December 31, 2012, the period from January 1, 2012 through February 24, 2012, and the year ended December 31, 2011, of (a) William Lyon Homes, as the parent, or “Delaware Lyon”, (b) William Lyon Homes, Inc., as the subsidiary issuer, or “California Lyon”, (c) the guarantor subsidiaries, (d) the non-guarantor subsidiaries and (e) William Lyon Homes, Inc. on a consolidated basis; and

(2) Elimination entries necessary to consolidate Delaware Lyon, with William Lyon Homes, Inc. and its guarantor and non-guarantor subsidiaries.

William Lyon Homes owns 100% of all of its guarantor subsidiaries and all guarantees are full and unconditional, joint and several. As a result, in accordance with Rule 3-10 (d) of Regulation S-X promulgated by the SEC, no separate financial statements are required for these subsidiaries as of December 31, 2013 and 2012, and for the year ended December 31, 2013, the period from February 25, 2012 through December 31, 2012, the period from January 1, 2012 through February 24, 2012, and the year ended December 31, 2011.

CONSOLIDATING BALANCE SHEET

December 31, 2013 (Successor)

(in thousands)



	Unconsolidated
	Delaware Lyon		California Lyon		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated Company
ASSETS
Cash and cash equivalents	$	—	$	166,516	$	28	$	5,128		$	—		$	171,672
Restricted cash	—		854		—		—			—			854
Receivables	—		15,742		72		5,025			—			20,839
Real estate inventories
Owned	—		608,965		3,761		59,064			—			671,790
Not owned	—		12,960		—		—			—			12,960
Deferred loan costs	—		9,575		—		—			—			9,575
Goodwill	—		14,209		—		—			—			14,209
Intangibles	—		2,766		—		—			—			2,766
Deferred income taxes, net	—		95,580		—		—			—			95,580
Other assets	—		9,100		723		343			—			10,166
Investments in subsidiaries	428,179		9,975		—		—			(438,154		)	—
Intercompany receivables	—		—		225,056		(15		)	(225,041		)	—
Total assets	$	428,179	$	946,242	$	229,640	$	69,545		$	(663,195	)	$	1,010,411
LIABILITIES AND EQUITY
Accounts payable	$	—	$	12,489	$	1,959	$	2,651		$	—		$	17,099
Accrued expenses	—		59,375		744		84			—			60,203
Liabilities from inventories not owned	—		12,960		—		—			—			12,960
Notes payable	—		12,281		1,762		24,017			—			38,060
8¹/2% Senior Notes	—		431,295		—		—			—			431,295
Intercompany payables	—		214,837		—		10,204			(225,041		)	—
Total liabilities	—		743,237		4,465		36,956			(225,041		)	559,617
Equity
William Lyon Homes stockholders’ equity	428,179		203,004		225,175		9,975			(438,154		)	428,179
Noncontrolling interests	—		—		—		22,615			—			22,615
Total liabilities and equity	$	428,179	$	946,241	$	229,640	$	69,546		$	(663,195	)	$	1,010,411

CONSOLIDATING BALANCE SHEET

December 31, 2012 (Successor)

(in thousands)



	Unconsolidated
	Delaware Lyon		California Lyon			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminating Entries			Consolidated Company
ASSETS
Cash and cash equivalents	$	—	$	69,376		$	65	$	1,634	$	—		$	71,075
Restricted cash	—		853			—		—		—			853
Receivables	—		11,278			296		3,215		—			14,789
Real estate inventories
Owned	—		398,952			13		22,665		—			421,630
Not owned	—		39,029			—		—		—			39,029
Deferred loan costs	—		7,036			—		—		—			7,036
Goodwill	—		14,209			—		—		—			14,209
Intangibles	—		4,620			—		—		—			4,620
Other assets	—		7,437			146		323		—			7,906
Investments in subsidiaries	62,712		22,148			—		—		(84,860		)	—
Intercompany receivables	—		—			207,239		18,935		(226,174		)	—
Total assets	$	62,712	$	574,938		$	207,759	$	46,772	$	(311,034	)	$	581,147
LIABILITIES AND EQUITY
Accounts payable	$	—	$	17,998		$	39	$	698	$	—		$	18,735
Accrued expenses	—		41,505			213		52		—			41,770
Liabilities from inventories not owned	—		39,029			—		—		—			39,029
Notes payable	—		7,809			—		5,439		—			13,248
8¹/2% Senior Notes	—		325,000			—		—		—			325,000
Intercompany payables	—		217,146			—		9,028		(226,174		)	—
Total liabilities	—		648,487			252		15,217		(226,174		)	437,782
Redeemable convertible preferred stock	—		71,246			—		—		—			71,246
Equity
William Lyon Homes stockholders’ equity (deficit)	62,712		(144,795		)	207,507		22,148		(84,860		)	62,712
Noncontrolling interests	—		—			—		9,407		—			9,407
Total liabilities and equity	$	62,712	$	574,938		$	207,759	$	46,772	$	(311,034	)	$	581,147

CONSOLIDATING STATEMENT OF OPERATIONS

Year Ended December 31, 2013 (Successor)

(in thousands)



	Unconsolidated
	Delaware Lyon			California Lyon			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated Company
Operating revenue
Sales	$	—		$	310,919		$	180,673		$	48,410		$	—		$	540,002
Construction services	—			32,533			—			—			—			32,533
Management fees	—			1,351			—			—			(1,351		)	—
	—			344,803			180,673			48,410			(1,351		)	572,535
Operating costs
Cost of sales	—			(236,165		)	(150,450		)	(34,924		)	1,351			(420,188		)
Construction services	—			(25,598		)	—			—			—			(25,598		)
Sales and marketing	—			(15,615		)	(8,908		)	(1,579		)	—			(26,102		)
General and administrative	—			(37,031		)	(3,720		)	(19		)	—			(40,770		)
Amortization of intangible assets	—			(1,854		)	—			—			—			(1,854		)
Other	—			(2,163		)	(3		)	—			—			(2,166		)
	—			(318,426		)	(163,081		)	(36,522		)	1,351			(516,678		)
Income from subsidiaries	129,132			21,889			—			—			(151,021		)	—
Operating income	129,132			48,266			17,592			11,888			(151,021		)	55,857
Interest expense, net of amounts capitalized	—			(2,476		)	(126		)	—			—			(2,602		)
Other income (expense), net	—			1,745			(147		)	(1,088		)	—			510
Income before reorganization items and benefit (provision) for income taxes	129,132			47,535			17,319			10,800			(151,021		)	53,765
Reorganization items, net	—			(464		)	—			—			—			(464		)
Income before benefit (provision) for income taxes	129,132			47,071			17,319			10,800			(151,021		)	53,301
Benefit (provision) for income taxes	—			82,315			(13		)	—			—			82,302
Net income	129,132			129,386			17,306			10,800			(151,021		)	135,603
Less: Net income attributable to noncontrolling interests	—			—			—			(6,471		)	—			(6,471		)
Net income attributable to William Lyon Homes	129,132			129,386			17,306			4,329			(151,021		)	129,132
Preferred stock dividends	(1,528		)	—			—			—			—			(1,528		)
Net income available to common stockholders	$	127,604		$	129,386		$	17,306		$	4,329		$	(151,021	)	$	127,604

CONSOLIDATING STATEMENT OF OPERATIONS

Period from February 25, 2012 through

December 31, 2012 (Successor)

(in thousands)



	Unconsolidated
	Delaware Lyon			California Lyon			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated Company
Operating revenue
Sales	$	—		$	198,108		$	47,989		$	102,838		$	—		$	348,935
Construction services	—			23,825			—			—			—			23,825
Management fees	—			534			—			—			(534		)	—
	—			222,467			47,989			102,838			(534		)	372,760
Operating costs
Cost of sales	—			(163,083		)	(41,516		)	(93,924		)	534			(297,989		)
Construction services	—			(21,416		)	—			—			—			(21,416		)
Sales and marketing	—			(10,705		)	(2,617		)	(606		)	—			(13,928		)
General and administrative	—			(25,872		)	(221		)	(2		)	—			(26,095		)
Amortization of intangible assets	—			(5,757		)	—			—			—			(5,757		)
Other	—			(3,027		)	(2		)	120			—			(2,909		)
	—			(229,860		)	(44,356		)	(94,412		)	534			(368,094		)
(Loss) income from subsidiaries	(8,859		)	11,681			—			—			(2,822		)	—
Operating (loss) income	(8,859		)	4,288			3,633			8,426			(2,822		)	4,666
Loss on extinguishment of debt	—			(1,392		)	—			—			—			(1,392		)
Interest expense, net of amounts capitalized	—			(9,227		)	—			100			—			(9,127		)
Other income (expense), net	—			618			(61		)	971			—			1,528
(Loss) income before reorganization items and provision for income taxes	(8,859		)	(5,713		)	3,572			9,497			(2,822		)	(4,325		)
Reorganization items, net	—			(3,073		)	1			547			—			(2,525		)
(Loss) income before provision for income taxes	(8,859		)	(8,786		)	3,573			10,044			(2,822		)	(6,850		)
Provision for income taxes	—			(11		)	—			—			—			(11		)
Net (loss) income	(8,859		)	(8,797		)	3,573			10,044			(2,822		)	(6,861		)
Less: Net income attributable to noncontrolling interest	—			—			—			(1,998		)	—			(1,998		)
Net (loss) income attributable to William Lyon Homes	(8,859		)	(8,797		)	3,573			8,046			(2,822		)	(8,859		)
Preferred stock dividends	(2,743		)	—			—			—			—			(2,743		)
Net (loss) income available to common stockholders	$	(11,602	)	$	(8,797	)	$	3,573		$	8,046		$	(2,822	)	$	(11,602	)

CONSOLIDATING STATEMENT OF OPERATIONS

Period from January 1, 2012 through

February 24, 2012 (Predecessor)

(in thousands)



	Unconsolidated
	Delaware Lyon		California Lyon			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated Company
Operating revenue
Home sales	$	—	$	10,024		$	4,316		$	2,347		$	—		$	16,687
Construction services	—		8,883			—			—			—			8,883
Management fees	—		110			—			—			(110		)	—
	—		19,017			4,316			2,347			(110		)	25,570
Operating costs
Cost of sales — homes	—		(8,819		)	(3,820		)	(2,069		)	110			(14,598		)
Construction services	—		(8,223		)	—			—			—			(8,223		)
Sales and marketing	—		(1,496		)	(260		)	(188		)	—			(1,944		)
General and administrative	—		(3,246		)	(56		)	—			—			(3,302		)
Other	—		(16		)	—			(171		)	—			(187		)
	—		(21,800		)	(4,136		)	(2,428		)	110			(28,254		)
Income from subsidiaries	228,383		11,536			—			—			(239,919		)	—
Operating income (loss)	228,383		8,753			180			(81		)	(239,919		)	(2,684		)
Interest expense, net of amounts capitalized	—		(2,407		)	—			(100		)	—			(2,507		)
Other income (expense), net	—		266			(25		)	(11		)	—			230
Income (loss) before reorganization items and provision for income taxes	228,383		6,612			155			(192		)	(239,919		)	(4,961		)
Reorganization items	—		221,796			(1		)	11,663			—			233,458
Income before provision for income taxes	228,383		228,408			154			11,471			(239,919		)	228,497
Provision for income taxes	—		—			—			—			—			—
Net income	228,383		228,408			154			11,471			(239,919		)	228,497
Less: Net income attributable to noncontrolling interest	—		—			—			(114		)	—			(114		)
Net income attributable to William Lyon Homes	$	228,383	$	228,408		$	154		$	11,357		$	(239,919	)	$	228,383

CONSOLIDATING STATEMENT OF OPERATIONS

(DEBTOR-IN-POSSESSION)

Year Ended December 31, 2011 (Predecessor)

(in thousands)



	Unconsolidated
	Delaware Lyon			California Lyon			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated Company
Operating revenue
Home sales	$	—		$	176,992		$	19,954		$	10,109		$	—		$	207,055
Construction services	—			19,768			—			—			—			19,768
Management fees	—			468			—			—			(468		)	—
	—			197,228			19,954			10,109			(468		)	226,823
Operating costs
Cost of sales	—			(162,148		)	(18,225		)	(8,818		)	468			(188,723		)
Impairment loss on real estate assets	—			(70,742		)	—			(57,572		)	—			(128,314		)
Construction services	—			(18,164		)	—			—			—			(18,164		)
Sales and marketing	—			(14,528		)	(1,318		)	(1,002		)	—			(16,848		)
General and administrative	—			(22,070		)	(340		)	(1		)	—			(22,411		)
Other	—			(2,979		)	—			(1,004		)	—			(3,983		)
	—			(290,631		)	(19,883		)	(68,397		)	468			(378,443		)
Equity in income of unconsolidated joint ventures	—			3,605			—			—			—			3,605
Loss from subsidiaries	(193,330		)	(59,588		)	—			—			252,918			—
Operating (loss) income	(193,330		)	(149,386		)	71			(58,288		)	252,918			(148,015		)
Interest expense, net of amounts capitalized	—			(23,639		)	—			(890		)	—			(24,529		)
Other income (expense), net	—			1,018			(131		)	(49		)	—			838
Loss before reorganization items and provision for income taxes	(193,330		)	(172,007		)	(60		)	(59,227		)	252,918			(171,706		)
Reorganization items	—			(21,182		)	—			—			—			(21,182		)
Loss before provision for income taxes	(193,330		)	(193,189		)	(60		)	(59,227		)	252,918			(192,888		)
Provision for income taxes	—			(10		)	—			—			—			(10		)
Net loss	(193,330		)	(193,199		)	(60		)	(59,227		)	252,918			(192,898		)
Less: Net income attributable to noncontrolling interest	—			—			—			(432		)	—			(432		)
Net loss attributable to William Lyon Homes	$	(193,330	)	$	(193,199	)	$	(60	)	$	(59,659	)	$	252,918		$	(193,330	)

CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2013 (Successor)

(in thousands)



	Unconsolidated
	Delaware Lyon		California Lyon			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated Company
Operating activities
Net cash (used in) provided by operating activities	$	—	$	(164,848	)	$	15,759		$	(25,445	)	$	—		$	(174,534	)
Investing activities
Purchases of property and equipment	—		(3,651		)	(104		)	1			—			(3,754		)
Investments in subsidiaries	—		35,574			—			—			(35,574		)	—
Net cash provided by (used in) investing activities	—		31,923			(104		)	1			(35,574		)	(3,754		)
Financing activities
Proceeds from borrowings on notes payable	—		18,969			1,762			52,879			—			73,610
Proceeds from issurance of 8 1/2% Senior Notes	—		106,500			—			—			—			106,500
Principal payments on notes payable	—		(30,735		)	—			(34,302		)	—			(65,037		)
Proceeds from issuance of common stock	—		163,685			—			—			—			163,685
Payment of deferred loan costs	—		(4,060		)	—			—			—			(4,060		)
Payment of preferred stock dividends	—		(2,550		)	—			—			—			(2,550		)
Noncontrolling interest contributions	—		—			—			37,184			—			37,184
Noncontrolling interest distributions	—		—			—			(30,447		)	—			(30,447		)
Advances to affiliates	—		—			362			(17,914		)	17,552			—
Intercompany receivables/payables	—		(21,744		)	(17,816		)	21,538			18,022			—
Net cash provided (used in) by financing activities	—		230,065			(15,692		)	28,938			35,574			278,885
Net (decrease) increase in cash and cash equivalents	—		97,140			(37		)	3,494			—			100,597
Cash and cash equivalents at beginning of period	—		69,376			65			1,634			—			71,075
Cash and cash equivalents at end of period	$	—	$	166,516		$	28		$	5,128		$	—		$	171,672

CONSOLIDATING STATEMENT OF CASH FLOWS

Period from February 25, 2012 through

December 31, 2012 (Successor)

(in thousands)



	Unconsolidated
	Delaware Lyon		California Lyon			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated Company
Operating activities
Net cash (used in) provided by operating activities	$	—	$	(72,014	)	$	3,579		$	118,428		$	—		$	49,993
Investing activities
Cash paid for acquisitions, net	—		(33,201		)	—			—			—			(33,201		)
Purchases of property and equipment	—		(271		)	(20		)	(21		)	—			(312		)
Investments in subsidiaries	—		(84,828		)	—			—			84,828			—
Net cash used in investing activities	—		(118,300		)	(20		)	(21		)	84,828			(33,513		)
Financing activities
Proceeds from borrowings on notes payable	—		7,809			—			5,439			—			13,248
Proceeds from issurance of 8 1/2% Senior Notes	—		325,000			—			—			—			325,000
Principal payments on notes payable	—		(3,994		)	—			(69,682		)	—			(73,676		)
Principal payments on Senior Secured Term Loan	—		(235,000		)	—			—			—			(235,000		)
Principal payments on Senior Subordinated Secured Notes	—		(75,916		)	—			—			—			(75,916		)
Proceeds from issuance of convertible preferred stock	—		14,000			—			—			—			14,000
Proceeds from issuance of common stock	—		16,000			—			—			—			16,000
Payment of deferred loan costs	—		(7,181		)	—			—			—			(7,181		)
Payment of preferred stock dividends	—		(1,721		)	—			—			—			(1,721		)
Noncontrolling interest contributions	—		—			—			15,313			—			15,313
Noncontrolling interest distributions	—		—			—			(16,004		)	—			(16,004		)
Advances to affiliates	—		—			3			78,817			(78,820		)	—
Intercompany receivables/payables	—		144,535			(3,549		)	(134,978		)	(6,008		)	—
Net cash provided (used in) by financing activities	—		183,532			(3,546		)	(121,095		)	(84,828		)	(25,937		)
Net (decrease) increase in cash and cash equivalents	—		(6,782		)	13			(2,688		)	—			(9,457		)
Cash and cash equivalents at beginning of period	—		76,158			52			4,322			—			80,532
Cash and cash equivalents at end of period	$	—	$	69,376		$	65		$	1,634		$	—		$	71,075

CONSOLIDATING STATEMENT OF CASH FLOWS

Period from January 1, 2012 through

February 24, 2012 (Predecessor)

(in thousands)



	Unconsolidated
	Delaware Lyon		California Lyon			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated Company
Operating activities
Net cash (used in) provided by operating activities	$	—	$	(13,638	)	$	181		$	(3,864	)	$	—		$	(17,321	)
Investing activities
Purchases of property and equipment	—		(419		)	(3		)	422			—			—
Investments in subsidiaries	—		183			—			—			(183		)	—
Net cash (used in) provided by investing activities	—		(236		)	(3		)	422			(183		)	—
Financing activities
Principal payments on notes payable	—		(116		)	—			(500		)	—			(616		)
Proceeds from reorganization	—		30,971			—			—			—			30,971
Proceeds from issuance of convertible preferred stock	—		50,000			—			—			—			50,000
Proceeds from debtor in possession financing	—		5,000			—			—			—			5,000
Principal payment of debtor in possession financing	—		(5,000		)	—			—			—			(5,000		)
Payment of deferred loan costs	—		(2,491		)	—			—			—			(2,491		)
Noncontrolling interest contributions	—		—			—			1,825			—			1,825
Noncontrolling interest distributions	—		—			—			(1,897		)	—			(1,897		)
Advances to affiliates	—		—			—			(4		)	4			—
Intercompany receivables/payables	—		(2,665		)	(173		)	2,659			179			—
Net cash provided by (used in) financing activities	—		75,699			(173		)	2,083			183			77,792
Net increase (decrease) in cash and cash equivalents	—		61,825			5			(1,359		)	—			60,471
Cash and cash equivalents at beginning of period	—		14,333			47			5,681			—			20,061
Cash and cash equivalents at end of period	$	—	$	76,158		$	52		$	4,322		$	—		$	80,532

CONSOLIDATING STATEMENT OF CASH FLOWS

(DEBTOR-IN-POSSESSION)

Year Ended December, 2011 (Predecessor)

(in thousands)



	Unconsolidated
	Delaware Lyon		California Lyon			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated Company
Operating activities
Net cash provided by (used in) operating activities	$	—	$	127,757		$	87		$	(166,495	)	$	—		$	(38,651	)
Investing activities
Distributions from unconsolidated joint ventures	—		1,435			—			—			—			1,435
Purchases of property and equipment	—		725			(131		)	(722		)	—			(128		)
Investments in subsidiaries	—		29,412			—			—			(29,412		)	—
Net cash provided by (used in) investing activities	—		31,572			(131		)	(722		)	(29,412		)	1,307
Financing activities
Principal payments on notes payable	—		(82,531		)	—			70,999			—			(11,532		)
Noncontrolling interest contributions	—		—			—			6,605			—			6,605
Noncontrolling interest distributions	—		—			—			(8,954		)	—			(8,954		)
Advances to affiliates	—		—			(3		)	(29,341		)	29,344			—
Intercompany receivables/payables	—		(131,964		)	(37		)	131,933			68			—
Net cash (used in) provided by financing activities	—		(214,495		)	(40		)	171,242			29,412			(13,881		)
Net (decrease) increase in cash and cash equivalents	—		(55,166		)	(84		)	4,025			—			(51,225		)
Cash and cash equivalents at beginning of period	—		69,499			131			1,656			—			71,286
Cash and cash equivalents at end of period	$	—	$	14,333		$	47		$	5,681		$	—		$	20,061