CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains "forward-looking" statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). These forward-looking statements are based on our current intentions,
beliefs, expectations and predictions for the future, and you should not place
undue reliance on these statements. These statements use forward-looking
terminology, are based on various assumptions made by us, and may not be
accurate because of risks and uncertainties surrounding the assumptions that are
made.
Factors listed in this section-as well as other factors not included-may cause
actual results to differ significantly from the forward-looking statements
included in this Quarterly Report on Form 10-Q. There is no guarantee that any
of the events anticipated by the forward-looking statements in this Quarterly
Report on Form 10-Q will occur, or if any of the events occurs, there is no
guarantee what effect it will have on our operations, financial condition, or
share price.
We undertake no, and hereby disclaim any, obligation to update or revise any
forward-looking statements, unless required by law. However, we reserve the
right to make such updates or revisions from time to time by press release,
periodic report, or other method of public disclosure without the need for
specific reference to this Quarterly Report on Form 10-Q. No such update or
revision shall be deemed to indicate that other statements not addressed by such
update or revision remain correct or create an obligation to provide any other
updates or revisions.
Forward-Looking Statements
Forward-looking statements that are included in this Quarterly Report on Form
10-Q are generally accompanied by words such as "anticipate," "believe,"
"could," "estimate," "expect," "future," "goal," "intend," "likely," "may,"
"might," "plan," "potential," "predict," "project," "should," "target," "will,"
"would," or other words that convey the uncertainty of future events or
outcomes. These forward-looking statements may include, but are not limited to,
statements regarding our strategy, projections and estimates concerning the
timing and success of specific projects and our future production, land and lot
sales, the outcome of legal proceedings, the anticipated impact of natural
disasters or contagious diseases on our operations, operational and financial
results, including our estimates for growth, financial condition, sales prices,
prospects and capital spending.
Risks, Uncertainties and Assumptions
The major risks and uncertainties-and assumptions that are made-that affect our
business and may cause actual results to differ from these forward-looking
statements include, but are not limited to:
•          the effects of the ongoing novel coronavirus ("COVID-19") pandemic,
           which are highly uncertain, cannot be predicted and will depend 

upon


           future developments, including the severity of COVID-19 and the
           duration of the outbreak, the duration of existing social

distancing


           and shelter-in-place orders, further mitigation strategies taken by
           applicable government authorities, the availability of a vaccine,
           adequate testing and treatments and the prevalence of widespread
           immunity to COVID-19;

• the effect of general economic conditions, including employment rates,


           housing starts, interest rate levels, availability of financing for
           home mortgages and strength of the U.S. dollar;

• market demand for our products, which is related to the strength of


           the various U.S. business segments and U.S. and international 

economic


           conditions;


•          the availability of desirable and reasonably priced land and our
           ability to control, purchase, hold and develop such parcels;

• access to adequate capital on acceptable terms;

• geographic concentration of our operations, particularly within California;




• levels of competition;


• the successful execution of our internal performance plans, including


           restructuring and cost reduction initiatives;


• raw material and labor prices and availability;

• oil and other energy prices;




•          the effect of U.S. trade policies, including the imposition of tariffs
           and duties on homebuilding products and retaliatory measures taken by
           other countries;



                                     - 32 -

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•          the effect of weather, including the re-occurrence of drought
           conditions in California;

• the risk of loss from earthquakes, volcanoes, fires, floods, droughts,


           windstorms, hurricanes, pest infestations and other natural

disasters,


           and the risk of delays, reduced consumer demand, and shortages and
           price increases in labor or materials associated with such natural
           disasters;


•          the risk of loss from acts of war, terrorism or outbreaks of
           contagious diseases, such as COVID-19;

• transportation costs;

• federal and state tax policies;

• the effect of land use, environment and other governmental laws and


           regulations;


• legal proceedings or disputes and the adequacy of reserves;

• risks relating to any unforeseen changes to or effects on liabilities,


           future capital expenditures, revenues, expenses, earnings,

synergies,


           indebtedness, financial condition, losses and future prospects;


• changes in accounting principles;




•          risks related to unauthorized access to our computer systems, theft of
           our homebuyers' confidential information or other forms of
           cyber-attack; and


•          other factors described in "Risk Factors" included in our Annual
           Report on Form 10-K for the year ended December 31, 2019 and in other
           filings we make with the Securities and Exchange Commission ("SEC").


The following discussion and analysis should be read in conjunction with our
consolidated financial statements and related condensed notes thereto contained
elsewhere in this Quarterly Report on Form 10-Q. The information contained in
this Quarterly Report on Form 10-Q is not a complete description of our business
or the risks associated with an investment in our securities. We urge investors
to review and consider carefully the various disclosures made by us in this
report and in our other reports filed with the SEC, including our Annual Report
on Form 10-K for the year ended December 31, 2019 and subsequent reports on Form
8-K, which discuss our business in greater detail. The section entitled "Risk
Factors" set forth in Item 1A of our Annual Report on Form 10-K, and similar
disclosures in our other SEC filings, discuss some of the important risk factors
that may affect our business, results of operations and financial condition.
Investors should carefully consider those risks, in addition to the information
in this report and in our other filings with the SEC, before deciding to invest
in, or maintain an investment in, our common stock.
Overview
Our first quarter 2020 results reflect positive momentum from 2019, aided by
favorable housing market fundamentals, including low interest rates and a
relatively constrained supply of homes. While our first quarter 2020 results
were positive, and reflect the highest first quarter demand in our history, the
emergence of COVID-19 has impacted, and will continue to impact, our business
and operations.
On March 11, 2020, the World Health Organization ("WHO") declared the outbreak
of COVID-19 a global pandemic, and on March 13, 2020, the United States issued a
proclamation declaring a national emergency concerning COVID-19. As a result of
the pandemic, in the United States, a number of states and municipalities issued
shelter-in-place orders or similar mandates for individuals not engaged in
essential activities to remain at home other than for essential needs. Most of
the states, counties and cities in which we operate have designated residential
homebuilding as an essential business activity, which has allowed us to continue
operations in such markets. However, in jurisdictions where homebuilding has not
been deemed an essential business activity, including Seattle, Washington and
the Bay Area in California, we have generally ceased construction activities.
Notwithstanding, we can continue to sell homes in these jurisdictions through
digital platforms.
In response to the WHO declaration and governmental shelter-in-place orders, we
implemented new operating measures relating to our sales, construction and other
operations, including protocols relating to social distancing, enhanced
sanitation, monitoring of symptoms related to COVID-19 and other processes.
Under these measures, we have encouraged employees at our corporate and division
offices whose duties could be performed from home to work remotely until further
notice; our new home galleries and design studios have transitioned to virtual
appointments or appointment-only with pre-screened individuals, as permitted by
law; we have instituted mandatory social distancing and hygiene/sanitation
guidelines in accordance with recommended protocols throughout the organization
(including in our new home sales galleries and design studios, and with respect
to trade partners and their employees on our jobsites); and we have postponed
non-essential customer care service and warranty requests. We have continued to
encourage our construction team members to report to their assigned communities
in the jurisdictions where homebuilding has been deemed an essential activity or
is otherwise permitted by applicable government authorities. We have also
encouraged our employees to use our virtual working and communication platforms
in lieu of holding in-person meetings whenever possible.

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Highlights of the quarter include a monthly absorption rate of 3.9, resulting in
1,661 net new home orders, up 26% from the prior year. As of the end of the
quarter, we had 2,455 units in backlog, representing $1.6 billion in backlog
dollar value, up 33% and 31% from the prior-year period, respectively. For the
quarter, we delivered 958 homes at an average sales price of $621,000 during the
quarter, resulting in home sales revenue of $594.8 million. Our homebuilding
gross margin percentage for the quarter was 20.5% and we ended the quarter with
net income of $31.9 million. In addition, we ended the quarter with total
liquidity of $677.5 million, including cash and cash equivalents of $624.1
million and $53.4 million of availability under our unsecured revolving credit
facility.
Our results for the three months ended March 31, 2020 are not indicative of
trends that we expect to persist as uncertainty caused by COVID-19 has impacted,
and will continue to impact, our business and operations.
Impact of COVID-19 and Business Outlook
The COVID-19 outbreak and the measures taken by governmental authorities to
contain its spread have resulted in substantial adverse effects on the United
States economy, and while we cannot predict with any certainty what the future
will hold, we expect that the United States will experience an economic
recession along with financial stress that is reminiscent of the 2008 global
financial crisis. The full impact of COVID-19 on the United States economy and
our business and operations remains unknown, as the velocity of this economic
slowdown and the subsequent job losses are unique and historical in many ways.
While we expect that the homebuilding industry will be impacted by these events,
given the dynamic nature of the situation, we cannot reasonably estimate the
duration and severity of such impact. However, we anticipate that such impacts
may include reduced consumer confidence, difficulties in obtaining financing for
potential homebuyers, shortages of or increased costs associated with obtaining
building materials, increased unemployment levels, declining wage growth and
fluctuating interest rates. The uncertainty surrounding the containment of this
virus, in the form of testing, vaccination and/or treatments, is a key unknown,
and the ultimate strategy adopted to address the pandemic will substantially
impact the form of any resulting economic recovery. Similarly, the extent of the
impact of COVID-19 on our liquidity and operational and financial performance
will depend on, among other things, existing and future federal, state and local
restrictions regarding virus containment, as we believe these factors are highly
correlated with consumer strength as it relates to employment and economic
well-being.
As of the date of this report, applicable authorities in the State of Washington
and the Bay Area in California have issued orders that have required us to cease
construction activities, which we anticipate will have a material and adverse
impact on our ability to meet applicable development and construction timelines,
as well as sales activity, in such markets in the event such prohibitions remain
in effect for a significant duration. While we continue to build and sell homes
in almost all of our markets, net new orders and traffic in our sales offices
have both slowed significantly due to the impact of COVID-19. With a near
shutdown of large portions of our national economy, we expect home sales to
continue to slow and both incentives and cancellations to increase, even while
we maintain and enhance our sales, construction and closing operations. Further,
the new protocols we implemented in response to the WHO declaration and
governmental shelter-in-place orders affected our business and operations during
the last several weeks of the first quarter, and continue to affect our business
and operations as of the date of this report, in many regards, including by
delaying home deliveries, requiring a substantial investment of time and
resources by our management and organization and causing other material
disruptions to our normal operations.
As noted above, as of March 31, 2020, we had total liquidity of $677.5 million.
We have implemented a strategy to maximize operating cash flows and maintain our
existing liquidity by reducing or deferring cash expenditures as much as
possible, including negotiating with land sellers and developers to extend the
closing date of land acquisitions and lot take-downs, as well as postponing land
development activities for certain communities.

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Consolidated Financial Data (in thousands, except per share amounts):



                                                   Three Months Ended March 31,
                                                     2020                 2019
Homebuilding:
Home sales revenue                             $      594,838       $      492,703
Land and lot sales revenue                                  -                1,029
Other operations revenue                                  618                  598
Total revenues                                        595,456              494,330
Cost of home sales                                    472,882              421,536
Cost of land and lot sales                                202                1,495
Other operations expense                                  624                  590
Sales and marketing                                    42,637               38,989
General and administrative                             39,837               38,597
Homebuilding income (loss) from operations             39,274               (6,877 )
Equity in loss of unconsolidated entities                 (14 )                (25 )
Other income, net                                         373               

6,241


Homebuilding income (loss) before income taxes         39,633                 (661 )
Financial Services:
Revenues                                                1,594                  302
Expenses                                                1,079                  321
Equity in income of unconsolidated entities             1,556               

775


Financial services income before income taxes           2,071                  756
Income before income taxes                             41,704                   95
Provision for income taxes                             (9,821 )                (24 )
Net income                                     $       31,883       $           71
Earnings per share
Basic                                          $         0.24       $         0.00
Diluted                                        $         0.24       $         0.00


Three Months Ended March 31, 2020 Compared to Three Months Ended March 31, 2019
Net New Home Orders, Average Selling Communities and Monthly Absorption Rates by
Segment

                      Three Months Ended March 31, 2020              Three Months Ended March 31, 2019                       Percentage Change
                    Net New         Average        Monthly         Net New         Average        Monthly        Net New          Average          Monthly
                     Home           Selling       Absorption        Home           Selling       Absorption        Home           Selling        Absorption
                    Orders        Communities       Rates          Orders        Communities       Rates          Orders        Communities         Rates
Maracay                  240            15.3            5.2             161            11.8            4.5          49  %            30  %            15 %
Pardee Homes             475            41.5            3.8             433            44.5            3.2          10  %            (7 )%            18 %
Quadrant Homes           126             7.0            6.0              75             7.2            3.5          68  %            (3 )%            73 %
Trendmaker Homes         234            30.2            2.6             243            39.3            2.1          (4 )%           (23 )%            25 %
TRI Pointe Homes         414            32.8            4.2             295            30.8            3.2          40  %             6  %            32 %
Winchester Homes         172            14.0            4.1             114            14.2            2.7          51  %            (1 )%            53 %
Total                  1,661           140.8            3.9           1,321           147.8            3.0          26  %            (5 )%            32 %




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Net new home orders for the three months ended March 31, 2020 increased by 340
orders, or 26%, to 1,661, compared to 1,321 during the prior-year period. The
increase in net new home orders was due to a 32% increase in monthly absorption
rates, offset by a 5% decrease in average selling communities. New home order
demand was exceptionally strong through January and February of 2020, and
remained strong into early March before the COVID-19 pandemic and the measures
taken to contain its spread, as well as the resulting consumer impact,
dramatically shifted demand across all of our markets. Net new home orders and
monthly absorption rates were severely impacted during the second half of March
and, as of the date of this report, continue to be impacted into April. As a
result, our results for the three months ended March 31, 2020 are not indicative
of trends that we expect to persist as uncertainty caused by COVID-19 has
impacted, and will continue to impact, our business and operations.
Maracay reported a 49% increase in net new home orders driven by a 30% increase
in average selling communities and a 15% increase in monthly absorption rates.
The increase in Maracay's monthly absorption rate to 5.2 for the three months
ended March 31, 2020 was driven by strong demand for Maracay's new community
openings during the current-year period as well as strong market fundamentals in
Arizona throughout most of the quarter. Pardee Homes reported a 10% increase in
net new home orders largely driven by an 18% increase in monthly absorption
rates offset by a 7% decrease in average selling communities. The increase in
monthly absorption rate was due to strong demand environments in our Los
Angeles, Inland Empire, San Diego and Las Vegas markets. Net new home orders
increased 68% at Quadrant Homes due to a 73% increase in monthly absorption rate
during the current-year period as compared to the prior-year period. The
increase in monthly absorption rate to 6.0 was due to a more stable demand
environment for most of the quarter compared to the prior-year period.
Trendmaker Homes' net new home orders decreased 4% due to a 23% decrease in
average selling communities offset by a 25% increase in monthly absorption rate.
We experienced stronger demand in our Houston and Austin markets for most of the
quarter, while demand in our Dallas-Fort Worth market decreased slightly. In
addition to the impacts from COVID-19 beginning in mid-March 2020, we believe
the Houston market was impacted during the last several weeks of the quarter by
the Russia and Saudi Arabia oil price conflict, as the energy sector comprises a
substantial percentage of the Houston economy and the uncertainty stemming from
these events likely resulted in a negative impact on housing demand. TRI Pointe
Homes' net new home orders increased 40% due to a 32% increase in the monthly
absorption rate and a 6% increase in average selling communities. The increase
in TRI Pointe Homes' monthly absorption rate was driven by stronger market
conditions in both our California and Colorado markets compared to the
prior-year period. Winchester Homes reported a 51% increase in net new home
orders as a result of a 53% increase in monthly absorption rate. The increase in
Winchester Homes' monthly absorption rate was due to strong order demand and
more favorable overall market conditions compared to the prior-year period.
Backlog Units, Dollar Value and Average Sales Price by Segment (dollars in
thousands)
                          As of March 31, 2020                      As of March 31, 2019                         Percentage Change
                                Backlog        Average                    Backlog        Average                     Backlog        Average
                  Backlog       Dollar          Sales       Backlog       Dollar          Sales        Backlog        Dollar         Sales
                   Units         Value          Price        Units         Value          Price         Units         Value          Price
Maracay              430     $   239,555     $     557         238     $   139,862     $     588          81  %         71  %          (5 )%
Pardee Homes         678         491,236           725         593         472,729           797          14  %          4  %          (9 )%
Quadrant Homes       163         145,873           895          77          75,599           982         112  %         93  %          (9 )%
Trendmaker Homes     370         183,012           495         402         196,256           488          (8 )%         (7 )%           1  %
TRI Pointe Homes     517         365,638           707         371         247,399           667          39  %         48  %           6  %
Winchester Homes     297         193,167           650         161         105,993           658          84  %         82  %          (1 )%
Total              2,455     $ 1,618,481     $     659       1,842     $ 1,237,838     $     672          33  %         31  %          (2 )%



Backlog units reflect the number of homes, net of actual cancellations
experienced during the period, for which we have entered into a sales contract
with a homebuyer but for which we have not yet delivered the home. Homes in
backlog are generally delivered within three to nine months, although we may
experience cancellations of sales contracts prior to delivery. Our cancellation
rate of homebuyers who contracted to buy a home but cancelled prior to delivery
of the home (as a percentage of overall orders) was 13% and 15% during the
three-month periods ended March 31, 2020 and 2019, respectively. Due to the
timing of the COVID-19 pandemic relative to the current-year period end, the
impact of cancellations on our results for the three months ended March 31, 2020
is not representative of the cancellation volume we expect to experience as a
result of the COVID-19 pandemic and the related preventative and mitigative
measures taken by applicable governmental authorities. As of the date of this
report, our cancellation rates continued to increase as economic uncertainties
continue to develop. The dollar value of backlog was $1.6 billion as of March
31, 2020, an increase of $380.6 million, or 31%, compared to $1.2 billion as of
March 31, 2019. This increase was due to an increase in backlog units of 613, or
33%, to 2,455 as of March 31, 2020, compared to 1,842 as of March 31, 2019,
offset by a 2% decrease in the average sales price of homes in backlog to
$659,000 as

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of March 31, 2020, compared to $672,000 as of March 31, 2019. Our results for
the three months ended March 31, 2020 are not indicative of trends that we
expect to persist as uncertainty caused by COVID-19 has impacted, and will
continue to impact, our business and operations.
Maracay's backlog dollar value increased 71% compared to the prior-year period
due to an 81% increase in backlog units offset by a 5% decrease in average sales
price. The increase in backlog units is due to the strong market conditions in
Arizona for most of the current-year period and the success of recently opened
communities. In addition, we opened the current-year period with a higher number
of backlog units, which resulted in higher carryforward of opening backlog units
in the current-year period compared to the prior-year period, which had been
impacted by the housing slowdown in late 2018. Pardee Homes' backlog dollar
value increased 4% due to an increase in backlog units of 14% offset by a
decrease in average sales price of 9%. The increase in backlog units is largely
due to the strong demand environment we experienced for most of the quarter, in
addition to a higher carryforward of backlog to start the current-year period.
Quadrant Homes' backlog dollar value increased 93% as a result of a 112%
increase in backlog units offset by a 9% decrease in average sales price. The
increase in backlog units was a result of starting the current-year period with
an increase in backlog units, which further increased due to the 68% increase in
net new home orders during the period, as market conditions in Seattle were very
strong for most of the quarter. Trendmaker Homes' backlog dollar value decreased
7% due primarily to an 8% decrease in backlog units. The decrease in backlog
units resulted primarily from a 23% decrease in average selling communities for
the quarter, as we experienced a strong demand environment for most of the
quarter. TRI Pointe Homes' backlog dollar value increased 48% mainly due to a
39% increase in backlog units, which correlates to the 40% increase in net new
home orders for the quarter. Winchester Homes' backlog dollar value increased
82% due primarily to an 84% increase in backlog units. The increase in backlog
units is a result of the 51% increase in net new home orders for the three
months ended March 31, 2020 in addition to a significantly higher unit backlog
to start the current-year period compared to the prior-year period.
New Homes Delivered, Homes Sales Revenue and Average Sales Price by Segment
(dollars in thousands)
                    Three Months Ended March 31, 2020         Three Months Ended March 31, 2019                Percentage Change
                     New          Home         Average         New          Home         Average         New           Home        Average
                    Homes         Sales         Sales         Homes         Sales         Sales         Homes          Sales        Sales
                  Delivered      Revenue        Price       Delivered      Revenue        Price       Delivered       Revenue       Price
Maracay                140     $  71,752     $     513            74     $  39,561     $     535         89  %          81  %         (4 )%
Pardee Homes           257       178,402           694           242       134,863           557          6  %          32  %         25  %
Quadrant Homes          52        43,457           836            44        43,273           983         18  %           -  %        (15 )%
Trendmaker Homes       209        96,120           460           154        70,120           455         36  %          37  %          1  %
TRI Pointe Homes       226       158,670           702           242       171,791           710         (7 )%          (8 )%         (1 )%
Winchester Homes        74        46,437           628            58        33,095           571         28  %          40  %         10  %
Total                  958     $ 594,838     $     621           814     $ 492,703     $     605         18  %          21  %          3  %



Home sales revenue increased $102.1 million, or 21%, to $594.8 million for the
three months ended March 31, 2020. The increase was comprised of (i) $87.1
million related to an increase of 144 new homes delivered in the three months
ended March 31, 2020 compared to the prior-year period, and (ii) $15.0 million
related to an increase of $16,000 in average sales price of homes delivered in
the three months ended March 31, 2020 compared to the prior-year period. Our
results for the three months ended March 31, 2020 are not indicative of trends
that we expect to persist as uncertainty caused by COVID-19 has impacted, and
will continue to impact, our business and operations.
Maracay home sales revenue increased 81% due to an 89% increase in new homes
delivered during the current-year period. The increase in new homes delivered is
due to a 119% increase in backlog units to start the current-year period
compared to the prior-year period. Pardee Homes' home sales revenue increased
32% due to a 25% increase in average sales price and a 6% increase in new homes
delivered. The increase in average sales price was due to a product mix shift
that included a greater proportion of deliveries from our higher-priced
California assets in the current-year period, particularly from our San Diego
market. Quadrant Homes' home sales revenue remained steady due to the offsetting
impacts of an 18% increase in new homes delivered and a 15% decrease in average
sales price. The increase in new homes delivered was due to starting the
current-year period with a higher number of backlog units compared to the
prior-year period. Trendmaker Homes' home sales revenue increased 37% due to a
36% increase in new homes delivered. The increase in new homes delivered was due
to the timing of deliveries and starting the current-year period with a higher
number of backlog units. TRI Pointe Homes' home sales revenue decreased 8% due
primarily to a 7% decrease in new homes delivered. The decrease in new homes
delivered was driven by the timing of deliveries. Home sales revenue increased
at Winchester Homes by 40% due to a 28% increase in new

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homes delivered and a 10% increase in average sales price. The increase in new
homes delivered was due to a higher number of backlog units at the start of the
current-year period compared to the prior-year period.
Homebuilding Gross Margins (dollars in thousands)
                                                     Three Months Ended March 31,
                                             2020           %           2019           %
Home sales revenue                        $ 594,838        100.0 %   $ 492,703        100.0 %
Cost of home sales                          472,882         79.5 %     421,536         85.6 %
Homebuilding gross margin                   121,956         20.5 %      71,167         14.4 %
Add: interest in cost of home sales          16,822          2.8 %      14,191          2.9 %
Add: impairments and lot option
abandonments                                    349          0.1 %       5,202          1.1 %
Adjusted homebuilding gross margin(1)     $ 139,127         23.4 %   $  90,560         18.4 %
Homebuilding gross margin percentage           20.5 %                     14.4 %
Adjusted homebuilding gross margin
percentage(1)                                  23.4 %                     18.4 %


__________

(1) Non-GAAP financial measure (as discussed below).




Our homebuilding gross margin percentage increased to 20.5% for the three months
ended March 31, 2020 as compared to 14.4% for the prior-year period. The
increase in gross margin percentage was due to a decrease in incentives as
compared to the prior-year period, during which we experienced weaker pricing
trends, in addition to higher current quarter revenue from some of our long-term
California communities, which produce gross margins above the Company average.
Excluding interest and impairment and lot option abandonments in cost of home
sales, adjusted homebuilding gross margin percentage was 23.4% for the three
months ended March 31, 2020, compared to 18.4% for the prior-year period.
Adjusted homebuilding gross margin is a non-GAAP financial measure. We believe
this information is meaningful as it isolates the impact that leverage and
noncash charges have on homebuilding gross margin and permits investors to make
better comparisons with our competitors, who adjust gross margins in a similar
fashion. Because adjusted homebuilding gross margin is not calculated in
accordance with GAAP, it may not be comparable to other similarly titled
measures of other companies and should not be considered in isolation or as a
substitute for, or superior to, financial measures prepared in accordance with
GAAP. See the table above reconciling this non-GAAP financial measure to
homebuilding gross margin, the most directly comparable GAAP measure.
Sales and Marketing, General and Administrative Expense (dollars in thousands)
                                                                            As a Percentage of
                                       Three Months Ended March 31,         Home Sales Revenue
                                           2020              2019           2020           2019
Sales and marketing                  $        42,637     $   38,989           7.2 %           7.9 %
General and administrative (G&A)              39,837         38,597           6.7 %           7.8 %

Total sales and marketing and G&A $ 82,474 $ 77,586

13.9 % 15.7 %





Total sales and marketing and general and administrative ("SG&A") as a
percentage of home sales revenue decreased to 13.9% for the three months ended
March 31, 2020, compared to 15.7% in the prior-year period. Total SG&A expense
increased $4.9 million to $82.5 million for the three months ended March 31,
2020 from $77.6 million in the prior-year period.
Sales and marketing expense as a percentage of home sales revenue decreased to
7.2% for the three months ended March 31, 2020, compared to 7.9% for the
prior-year period. The decrease was due primarily to higher leverage on the
fixed components of sales and marketing expense as a result of the 21% increase
in homebuilding revenue compared to the prior-year period. Sales and marketing
expense increased to $42.6 million for the three months ended March 31, 2020
compared to $39.0 million in the prior-year period due primarily to higher
variable commission costs associated with higher home sales revenue.
General and administrative ("G&A") expense as a percentage of home sales revenue
decreased to 6.7% of home sales revenue for the three months ended March 31,
2020 compared to 7.8% for the prior-year period largely due to higher leverage
on our G&A expense as a result of the 21% increase in homebuilding revenue
compared to the prior-year period. G&A

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expense increased to $39.8 million for the three months ended March 31, 2020
compared to $38.6 million for the prior-year period.
Interest
Interest, which we incurred principally to finance land acquisitions, land
development and home construction, totaled $20.8 million and $23.4 million for
the three months ended March 31, 2020 and 2019, respectively. All interest
incurred in both periods was capitalized.
Income Tax
For the three months ended March 31, 2020, we recorded a tax provision of $9.8
million based on an effective tax rate of 23.5%. For the three months ended
March 31, 2019, we recorded a tax provision of $24,000 based on an effective tax
rate of 25.3%. The increase in provision for income taxes is due to a $41.6
million increase in income before income taxes to $41.7 million for the three
months ended March 31, 2020, compared to $95,000 for the prior-year period.
Financial Services Segment
Income before income taxes from our financial services operations increased to
$2.1 million for the three months ended March 31, 2020 compared to $756,000 for
the prior-year period. This increase is due to higher home sales volume in the
three months ended March 31, 2020 compared to the prior-year period, resulting
in a corresponding increase in financial services captured in the current year.
We experienced higher financial services profit in all three areas of our
financial services segment, represented by mortgage financing, title and escrow,
and property and casualty insurance operations.
Lots Owned or Controlled by Segment
Excluded from owned and controlled lots are those related to Note 6, Investments
in Unconsolidated Entities, to the accompanying condensed notes to unaudited
consolidated financial statements included in this Quarterly Report on Form
10-Q. The table below summarizes our lots owned or controlled by segment as of
the dates presented:
                                                          Increase
                                      March 31,          (Decrease)
                                   2020      2019     Amount      %
Lots Owned
Maracay                            2,234     2,272      (38 )    (2 )%
Pardee Homes                      12,999    13,523     (524 )    (4 )%
Quadrant Homes                     1,013       854      159      19  %
Trendmaker Homes                   2,891     1,787    1,104      62  %
TRI Pointe Homes                   2,736     2,914     (178 )    (6 )%
Winchester Homes                     987     1,291     (304 )   (24 )%
Total                             22,860    22,641      219       1  %
Lots Controlled(1)
Maracay                            1,493       738      755     102  %
Pardee Homes                         328       731     (403 )   (55 )%
Quadrant Homes                        38       694     (656 )   (95 )%
Trendmaker Homes                   2,507       611    1,896     310  %
TRI Pointe Homes                   4,068       927    3,141     339  %
Winchester Homes                     713       359      354      99  %
Total                              9,147     4,060    5,087     125  %

Total Lots Owned or Controlled(1) 32,007 26,701 5,306 20 %

__________


(1)   As of March 31, 2020 and 2019, lots controlled represented lots that were
      under land or lot option contracts or purchase contracts.



                                     - 39 -

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Liquidity and Capital Resources
Overview
Our principal uses of capital for the three months ended March 31, 2020 were
operating expenses, land purchases, land development, home construction and
repurchases of our common stock. We used funds generated by our operations to
meet our short-term working capital requirements. We monitor financing
requirements to evaluate potential financing sources, including bank credit
facilities and note offerings. In early March 2020, we borrowed $100 million
under our revolving credit facility for normal operating purposes. Due to the
economic impact of the COVID-19 pandemic, and for the purpose of safeguarding
our balance sheet as the credit and banking market showed signs of distress in
the wake of the outbreak, later in March 2020, we borrowed an additional $400
million under our revolving credit facility. While the current economic
environment is unprecedented, and the ultimate effects of COVID-19 and the
related restrictions imposed on businesses and individuals across the world
remain unknown, we continue to monitor the credit markets as we remain focused
on generating positive margins in our homebuilding operations. While acquiring
desirable land positions is critical to our long-term growth initiatives, under
the current conditions we are focused primarily on maintaining a strong balance
sheet while maximizing flexibility as to future land spend. As of March 31,
2020, we had total liquidity of $677.5 million, including cash and cash
equivalents of $624.1 million and $53.4 million of availability under our Credit
Facility, as described below, after considering the borrowing base provisions
and outstanding letters of credit.
Our board of directors will consider a number of factors when evaluating our
level of indebtedness and when making decisions regarding the incurrence of new
indebtedness, including the purchase price of assets to be acquired with debt
financing, the estimated market value of our assets and the availability of
particular assets, and our Company as a whole, to generate cash flow to cover
the expected debt service.
Senior Notes
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 $450 million aggregate principal amount
5.875% Senior Notes due 2024 (the "2024 Notes"). The 2024 Notes were issued at
98.15% of their aggregate principal amount. The net proceeds from the offering
of the 2024 Notes was $429.0 million, after debt issuance costs and discounts.
The 2024 Notes mature on June 15, 2024, with interest payable semiannually in
arrears on June 15 and December 15.
Our outstanding senior notes (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. As of March 31, 2020, we were in compliance with
the covenants required by our Senior Notes.
Loans Payable
On March 29, 2019, we entered into a Second Amended and Restated Credit
Agreement (the "Credit Agreement"), which amended and restated our 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,
which allowed us to draw the full $250 million from the Term Facility in June
2019 in connection with the maturity of the 4.375% Senior Notes that matured on
June 15, 2019. We may increase the Credit Facility to not more than $1 billion
in the aggregate, at our request, upon satisfaction of specified conditions. The
Revolving Facility contains a sublimit of $75 million for letters of credit. We
may borrow under the Revolving Facility in the ordinary course of business to
repay senior notes and fund our operations, including our land acquisition, land
development and homebuilding activities. Borrowings under the Revolving Facility
will be governed by, among other things, a

                                     - 40 -
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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 our
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, 2020, we had $500 million of outstanding debt under the
Revolving Facility with an interest rate of 2.15% per annum and there was $53.4
million of availability after considering the borrowing base provisions and
outstanding letters of credit. As of March 31, 2020, we had $250 million
outstanding debt under the Term Facility with an interest rate of 2.93%. As of
March 31, 2020, there were $4.0 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 $1,400,000 and $1.2 million as of March 31, 2020 and
December 31, 2019, respectively.
At March 31, 2020 and December 31, 2019, we had outstanding letters of credit of
$46.6 million and $32.6 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.
Under the Credit Facility, we are required to comply with certain financial
covenants, including, but not limited to, those set forth in the table below
(dollars in thousands):

                                                                              Covenant
                                                          Actual at        Requirement at
                                                          March 31,          March 31,
Financial Covenants                                          2020               2020
Consolidated Tangible Net Worth                         $  1,954,707     $  

1,469,129

(Not less than $1.35 billion plus 50% of net income and

50% of the net proceeds from equity offerings after

December 31, 2018)
Leverage Test                                                   37.8 %               ?55%
(Not to exceed 55%)
Interest Coverage Test                                           5.3                 ?1.5
(Not less than 1.5:1.0)



In addition, the Credit Facility limits the aggregate number of single family
dwellings (where construction has commenced) owned by the Company or any
guarantor that are not presold or model units to no more than the greater of (i)
50% of the number of housing unit closings (as defined) during the preceding 12
months; or (ii) 100% of the number of housing unit closings during the preceding
6 months. However, a failure to comply with this "Spec Unit Inventory Test" will
not be an event of default or default, but will be excluded from the borrowing
base as of the last day of the quarter in which the non-compliance occurs. The
Credit Facility further 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.
As of March 31, 2020, we were in compliance with all of these financial
covenants.
Stock Repurchase Program
On February 13, 2020, our board of directors discontinued and cancelled our 2019
Repurchase Program and approved our 2020 Repurchase Program, authorizing the
repurchase of shares of common stock with an aggregate value of up to $200
million through March 31, 2021. Purchases of common stock pursuant to the 2020
Repurchase Program may be made in open market transactions effected through a
broker-dealer at prevailing market prices, in block trades, or by other means in
accordance with federal securities laws, including pursuant to any trading plan
that may be adopted in accordance with Rule 10b5-1 under the Exchange Act. We
are not obligated under the 2020 Repurchase Program to repurchase any specific
number or dollar amount of shares of common stock, and we may modify, suspend or
discontinue the 2020 Repurchase Program at any time. Our management will
determine the timing and amount of repurchase in its discretion based on a
variety of factors, such as the market price of our common stock, corporate
requirements, general market economic conditions and legal requirements. During
the three months ended March 31, 2020, we repurchased and retired an aggregate
of 6,558,323 shares of our common stock under the 2020 Repurchase Program for
$102.0 million.

                                     - 41 -
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Leverage Ratios
We believe that our leverage ratios provide useful information to the users of
our financial statements regarding our financial position and cash and debt
management. The ratio of debt-to-capital and the ratio of net debt-to-net
capital are calculated as follows (dollars in thousands):
                                     March 31, 2020      December 31, 2019
Loans Payable                       $       750,000     $         250,000
Senior Notes                              1,034,925             1,033,985
Total debt                                1,784,925             1,283,985
Stockholders' equity                      2,115,281             2,186,530
Total capital                       $     3,900,206     $       3,470,515
Ratio of debt-to-capital(1)                    45.8 %                37.0 %

Total debt                          $     1,784,925     $       1,283,985
Less: Cash and cash equivalents            (624,129 )            (329,011 )
Net debt                                  1,160,796               954,974
Stockholders' equity                      2,115,281             2,186,530
Net capital                         $     3,276,077     $       3,141,504
Ratio of net debt-to-net capital(2)            35.4 %                30.4 %


__________

(1) The ratio of debt-to-capital is computed as the quotient obtained by

dividing total debt by the sum of total debt plus stockholders' equity.

(2) The ratio of net debt-to-net capital is a non-GAAP financial measure and is

computed as the quotient obtained by dividing net debt (which is total debt

less cash and cash equivalents) by the sum of net debt plus stockholders'

equity. The most directly comparable GAAP financial measure is the ratio of

debt-to-capital. We believe the ratio of net debt-to-net capital is a

relevant financial measure for investors to understand the leverage

employed in our operations and as an indicator of our ability to obtain

financing. See the table above reconciling this non-GAAP financial measure

to the ratio of debt-to-capital. Because the ratio of net debt-to-net

capital is not calculated in accordance with GAAP, it may not be comparable

to other similarly titled measures of other companies and should not be

considered in isolation or as a substitute for, or superior to, financial

measures prepared in accordance with GAAP.




Cash Flows-Three Months Ended March 31, 2020 Compared to Three Months Ended
March 31, 2019
For the three months ended March 31, 2020 as compared to the three months ended
March 31, 2019:
•         Net cash used in operating activities decreased by $26.0 million to
          $89.0 million for the three months ended March 31, 2020, from net cash
          used of $114.9 million for the three months ended March 31, 2019. The

change was comprised of offsetting activity, including (i) an increase

in net income to $31.9 million for the three months ended March 31,

2020 compared to $71,000 in the prior-year period, (ii) a decrease in

cash used for accrued expenses and other liabilities to $5.6 million in

the three months ended March 31, 2020 compared to $73.4 million in the

prior-year period, offset by (iii) an increase in cash used for real

estate inventory to $127.5 million in the three months ended March 31,

2020 compared to $29.7 million in the prior-year period. Additional

offsetting activity included changes in other assets, receivables,

accounts payable, deferred income taxes and returns on investments in


          unconsolidated entities.


•         Net cash used in investing activities was $9.2 million for the three
          months ended March 31, 2020, compared to $7.4 million for the

prior-year period. The increase in cash used in investing activities


          was due mainly to an increase in purchases of property and equipment.


•         Net cash provided by financing activities was $393.2 million for the
          three months ended March 31, 2020, compared to net cash used in
          financing activities of $6.5 million for the prior-year period. The

increase in net cash provided by financing activities was due primarily

to our borrowing of $500 million under our Revolving Facility offset by

$102.0 million of cash used for share repurchases for the three months
          ended March 31, 2020 compared to no similar cash transaction for the
          prior-year period.

Off-Balance Sheet Arrangements and Contractual Obligations


                                     - 42 -
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In the ordinary course of business, we enter into purchase contracts in order to
procure lots for the construction of our homes. We are subject to customary
obligations associated with entering into contracts for the purchase of land and
improved lots. These purchase contracts typically require a cash deposit and the
purchase of properties under these contracts is generally contingent upon
satisfaction of certain requirements by the sellers, including obtaining
applicable property and development entitlements. We also utilize option
contracts with land sellers and land banking arrangements as a method of
acquiring land in staged takedowns, to help us manage the financial and market
risk associated with land holdings, and to reduce the use of funds from our
corporate financing sources. These option contracts and land banking
arrangements generally require a non-refundable deposit for the right to acquire
land and lots over a specified period of time at pre-determined prices. We
generally have the right, at our discretion, to terminate our obligations under
both purchase contracts and option contracts by forfeiting our cash deposit with
no further financial responsibility to the land seller. In some cases, however,
we may be contractually obligated to complete development work even if we
terminate the option to procure land or lots. As of March 31, 2020, we had $90.9
million of cash deposits, the majority of which are non-refundable, pertaining
to land and lot option contracts and purchase contracts with an aggregate
remaining purchase price of $896.6 million (net of deposits). See Note 7,
Variable Interest Entities, to the accompanying condensed notes to unaudited
consolidated financial statements included in this Quarterly Report on Form
10-Q.
Our utilization of land and lot option contracts and land banking arrangements
is dependent on, among other things, the availability of land sellers or land
banking firms willing to enter into such arrangements, the availability of
capital to finance the development of optioned land and lots, general housing
market conditions, and local market dynamics. Options may be more difficult to
procure from land sellers in strong housing markets and are more prevalent in
certain geographic regions.
Inflation
Our operations can be adversely impacted by inflation, primarily from higher
land, financing, labor, material and construction costs. In addition, inflation
can lead to higher mortgage rates, which can significantly affect the
affordability of mortgage financing to homebuyers. While we attempt to pass on
cost increases to customers through increased prices, when weak housing market
conditions exist, we are often unable to offset cost increases with higher
selling prices.
Seasonality
Historically, the homebuilding industry experiences seasonal fluctuations in
quarterly operating results and capital requirements. We typically experience
the highest new home order activity during the first and second quarters of our
fiscal year, although this activity is also highly dependent on the number of
active selling communities, timing of new community openings and other market
factors. Since it typically takes three to nine months to construct a new home,
the number of homes delivered and associated home sales revenue typically
increases in the third and fourth quarters of our fiscal year as new home orders
sold earlier in the year convert to home deliveries. Because of this
seasonality, home starts, construction costs and related cash outflows have
historically been highest in the second and third quarters of our fiscal year,
and the majority of cash receipts from home deliveries occur during the second
half of the year. We expect this seasonal pattern to continue over the
long-term, although it may be affected by volatility in the homebuilding
industry.

Description of Projects and Communities Under Development The following table presents project information relating to each of our markets as of March 31, 2020 and includes information on current projects under development where we are building and selling homes.


                                     - 43 -
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Maracay
                                                  Cumulative                                          Homes
                                                    Homes             Lots                          Delivered
                     Year of        Total         Delivered        Owned as of     Backlog as     for the Three        Sales Price
County, Project,      First       Number of         as of           March 31,     of March 31,     Months Ended           Range
City               Delivery(1)     Lots(2)      March 31, 2020       2020(3)       2020(4)(5)     March 31, 2020    (in thousands)(6)
Phoenix, Arizona
City of Buckeye:
Arroyo Seco           2020              44                  -              44             12                  -        $414 - $478
City of Chandler:
Mission Estates       2019              26                 18               8              8                  6        $537 - $598
Windermere Ranch      2019              91                 28              63             34                  8        $521 - $561
Canopy North          2020             129                  -              12              -                  -        $459 - $528
Canopy South          2020             112                  -              11              -                  -        $539 - $563
City of Gilbert:
Lakes at Annecy       2019             216                 48             168             54                 12        $285 - $362
Annecy P3             2021             250                  -             250              -                  -        $236 - $313
Lakeview Trails       2019              92                 50              42             30                  9        $570 - $655
Lakeview Trails II    2020              68                  -              68              -                  -        $570 - $655
Copper Bend           2020              38                  1              37             26                  1        $492 - $511
Avocet at
Waterston             2020             115                  -             115              2                  -        $512 - $597
Brighton at
Waterston             2020              88                  -              88              5                  -        $616 - $660
Domaine at
Waterston             2020             128                  -             128              2                  -        $764 - $809
City of Goodyear:
Villages at Rio
Paseo                 2018             117                 81              36             19                 20        $204 - $233
Cottages at Rio
Paseo                 2018              93                 82              11              1                  1        $243 - $264
Preserve at
Sedella               2021              75                  -              75              -                  -        $441 - $521
City of Mesa:
Electron at
Eastmark              2019              53                 48               5              5                 10        $364 - $441
Cadence               2021             127                  -             127              -                  -        $312 - $345
City of Peoria:
Legacy at The
Meadows               2017              74                 68               6              -                  -        $425 - $451
Estates at The
Meadows               2017             272                178              94             25                 16        $524 - $613
Enclave at The
Meadows               2018             126                 85              41             31                 15        $417 - $512
Deseo                 2019              94                 10              84             38                  4        $525 - $619
City of Phoenix:
Navarro Groves        2018              54                 53               1              -                  -        $439 - $484
Loma @ Avance         2019             124                 32              92             28                 10        $381 - $440
Ranger @ Avance       2019             145                 10             135             41                  8        $426 - $498
Piedmont @ Avance     2019              99                 14              85             20                 12        $505 - $520
Alta @ Avance         2020              26                  2              24             10                  2        $623 - $652
Town of Queen
Creek
Madera 50's           2022             105                  -             105              -                  -        $330 - $410
Madera 60's           2022              70                  -              70              -                  -        $391 - $453
Madera 75's           2022              91                  -              91              -                  -        $463 - $510
Pathfinder South
at Spur Cross         2020              53                  -              53             23                  -        $491 - $511
Pathfinder North
at Spur Cross         2020              65                  -              65             16                  -        $575 - $589
Closed Communities     N/A               -                  -               -              -                  4
Phoenix, Arizona
Total                                3,260                808           2,234            430                138
Tucson, Arizona
Closed Communities     N/A               -                  -               -              -                  2
Tucson, Arizona
Total                                    -                  -               -              -                  2
Maracay Total                        3,260                808           2,234            430                140




                                     - 44 -

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Pardee Homes
                                               Cumulative        Lots                          Homes
                                                 Homes         Owned as                      Delivered
                  Year of        Total         Delivered          of        Backlog as     for the Three        Sales Price
County,            First       Number of         as of         March 31,   of March 31,     Months Ended           Range
Project, City   Delivery(1)     Lots(2)      March 31, 2020     2020(3)     2020(4)(5)     March 31, 2020    (in thousands)(6)
California
San Diego
County:
Sendero            2019             112                 72          40             24                 11      $1,440 - $1,580
Vista Santa Fe     2019              44                 27          17              9                  9      $1,910 - $2.010
Terraza            2019              81                 60          21             18                 14      $1,360 - $1,430
Carmel             2019             105                 48          57             21                  1      $1,530 - $1,640
Vista Del Mar      2019              79                 37          42             17                  4      $1,640 - $1,770
Highlands          2021              52                  -          52              -                  -      $1,640 - $1,930
Sendero
Collection         2021              76                  -          76              -                  -      $1,350 - $1,400
Pacific
Highlands Ranch
Future             2021              42                  -          42              -                  -            TBD
Lake Ridge         2018             129                 90          39              9                 13        $790 - $865
Veraz              2018             111                 55          56             11                  9        $410 - $490
Solmar             2019              74                 21          53              9                 12        $390 - $485
Solmar Sur         2021             108                  -         108              -                  -        $390 - $485
Marea              2020             143                  -         143              -                  -        $365 - $435
PA61 Townhomes     2021             170                  -         170              -                  -            TBD
Meadowood          2021             844                  -         844              -                  -        $390 - $630
South Otay Mesa     TBD             893                  -         893              -                  -            TBD
Los Angeles
County:
Cresta             2018              67                 36          31             14                  2        $830 - $890
Verano             2017              95                 61          34              3                  6        $550 - $650
Arista             2017             143                 92          51             17                  1        $735 - $800
Lyra               2019             141                 41         100             26                  8        $650 - $720
Sola               2019             189                 63         126             41                  2        $580 - $610
Luna               2020             114                  -         114              -                  -        $615 - $660
Strata             2021             292                  -         292              -                  -        $550 - $670
Skyline Ranch
Future              TBD             334                  -         334              -                  -            TBD
Riverside
County:
Starling           2017              68                 67           1              1                  1        $425 - $440
Canyon Hills
Future 70 x 115     TBD             125                  -         125              -                  -            TBD
Westlake           2020             163                  -         163              -                  -        $310 - $325
Daybreak           2017             159                128          31             19                  5        $360 - $385
Abrio              2018             113                 77          36             15                  7        $415 - $450
Cascade            2017             194                162          32             16                  4        $335 - $360
Beacon             2018             106                 77          29             22                  6        $510 - $560
Alisio             2019              84                 54          30             22                  3        $300 - $335
Elan               2019              98                 14          84             18                  2        $390 - $425
Mira               2019              93                 10          83             12                  -        $365 - $395
Avid               2019              68                 19          49              5                  2        $340 - $365
Vita               2019             115                 31          84             11                  3        $315 - $340
Sundance Future
Active Adult        TBD             330                  -         330              -                  -            TBD
Avena              2018              84                 58          26             12                  6        $455 - $485
Tamarack           2018              84                 81           3              3                  3        $480 - $510
Braeburn           2018              82                 54          28             16                  9        $415 - $450
Overland at
Spencer's
Crossing           2021              85                  -          85              -                  -        $485 - $515
Canvas             2018              89                 67          22             19                  9        $405 - $430
Kadence            2018              85                 57          28             20                  8        $420 - $435
Newpark            2018              93                 53          40              6                 11        $445 - $490
Easton             2018              92                 37          55             19                  3        $480 - $530
Compass at
Audie Murphy
Ranch              2021              52                  -          52              -                  -        $450 - $510
Tournament
Hills Future        TBD             268                  -         268              -                  -            TBD
Terramor           2022              75                  -          75              -                  -            TBD



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Arroyo                       2020      110        -       110      -      -     $305 - $350
Cienega                      2020      106        -       106      -      -     $310 - $345
Centerstone                  2020      120        -       120      -      -     $320 - $335
Landmark                     2020       86        -        86      -      -     $340 - $365
Horizon                      2020       57        -        57      -      -     $395 - $420
Atwell Future                2020    3,874        -     3,874      -      -         TBD
San Joaquin County:
Bear Creek                   TBD     1,252        -     1,252      -      -         TBD
Closed Communities           N/A         -        -         -      -      3
California Total                    12,848    1,749    11,099    455    177
Nevada
Clark County:
Tera Luna                    2018      116       35        81      5      6      $560 - $670
Strada                       2017       83       82         1      1      3      $425 - $490
Linea                        2018      123      115         8      7      7      $370 - $410
Strada 2.0                   2019       92       10        82     25      5      $460 - $550
Arden                        2020       79        -        79      -      -      $380 - $422
Capri                        2020      114        -       114      -      -      $302 - $328
Arden 2.0                    2022      154        -       154      -      -      $370 - $400
Capri 2.0                    2022      214        -       214      -      -     $300 - $325
Pebble Estate Future         TBD         8        -         8      -      -          TBD
Evolve                       2019       74       33        41     27      8      $305 - $335
Midnight Ridge               2020      104        -       104     29      -      $525 - $645
Axis                         2017       52       53         -      -      3     $860 - $1,125
Axis at the Canyons          2019       26       13        12      6      1      $800 - $920
Cobalt                       2017      107       80        27      6      6      $380 - $460
Onyx                         2018       88       59        29     22      7      $470 - $505
Pivot                        2017       88       87         1      -      1      $405 - $470
Nova Ridge                   2017       79       71         8      1      2      $685 - $850
Nova Ridge at the Cliffs     2019       29        4        25      7      1      $685 - $850
Corterra                     2018       53       36        17      7      2      $455 - $545
Highline                     2020       59        -        59      9             $460 - $570
Indigo                       2018      202       86       116     20      9      $300 - $370
Larimar                      2018      106       40        66      9      9     $355 - $420
Blackstone                   2018      105       55        50     12      6     $410 - $510
35 x 90 Product              TBD       140        -       140      -      -         TBD
Cirrus                       2019       54       11        43     14      4     $370 - $410
Sandalwood                   2020      116        -       116     16      -     $740 - $910
Silverado Entry-Level        2021       96        -        96      -      -     $400 - $450
Silverado Move-Up            2021       93        -        93      -      -     $440 - $485
Silverado Courtyard Townhome 2021      116        -       116      -      -     $300 - $320
Nevada Total                         2,770      870     1,900    223     80
Pardee Total                        15,618    2,619    12,999    678    257




                                     - 46 -

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Quadrant Homes
                                                 Cumulative        Lots                          Homes
                                                   Homes         Owned as                      Delivered
                    Year of        Total         Delivered          of        Backlog as     for the Three        Sales Price
County, Project,     First       Number of         as of         March 31,   of March 31,     Months Ended           Range
City              Delivery(1)     Lots(2)      March 31, 2020     2020(3)     2020(4)(5)     March 31, 2020    (in thousands)(6)
Washington
Snohomish County:
Grove North,
Bothell              2019              43                 17          26             23                  6        $805 - $910
Trailside at
Meadowdale Beach,
Edmonds              2021              38                  -          38              -                  -        $730 - $780
Perrinville
Townhomes,
Lynnwood             2021              42                  -          42              -                  -        $535 - $655
King County:
Vareze, Kirkland     2020              82                 13          69             14                 13        $720 - $880
Cedar Landing,
North Bend           2019             138                 31         107             33                  7        $765 - $910
Monarch Ridge,
Sammamish            2019              59                 14          45             33                  1      $1,000 - $1,285
Overlook at
Summit Park,
Maple Valley         2019             126                 36          90             25                  7        $585 - $765
Aurea, Sammamish     2019              41                 16          25             17                  7        $722 - $821
Aldea, Newcastle     2019             129                 48          81             16                 10        $685 - $838
Lario, Bellevue      2020              46                  -          46              2                  -       $870 - $1,167
Lakeview Crest,
Renton               2020              17                  -          17              -                  -      $1,450 - $1,925
Eagles Glen,
Sammamish            2020              10                  -          10              -                  -      $1,150 - $1,525
Willows 124,
Redmond              2023             173                  -         173              -                  -        $680 - $890
Finn Meadows,
Kirkland             2020              10                  -          10              -                  -      $1,050 - $1,245
Hazelwood
Gardens,
Newcastle            2021              15                  -          15              -                  -      $1,100 - $1,260
Kitsap County:
Blue Heron,
Poulsbo              2022              85                  -          85              -                  -        $489 - $664
McCormick
Villages             2021              88                             88              -                  -        $470 - $510
Poulsbo Meadows,
Poulsbo              2021              46                  -          46              -                  -        $500 - $536
Closed
Communities           N/A               -                  -           -              -                  1            N/A
Washington Total                    1,188                175       1,013            163                 52
Quadrant Total                      1,188                175       1,013            163                 52








                                     - 47 -

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Trendmaker Homes
                                                            Cumulative        Lots                          Homes
                                                              Homes         Owned as                      Delivered
                               Year of        Total         Delivered          of        Backlog as     for the Three        Sales Price
                                First       Number of         as of         March 31,   of March 31,     Months Ended           Range
County, Project, City        Delivery(1)     Lots(2)      March 31, 2020     2020(3)     2020(4)(5)     March 31, 2020    (in thousands)(6)
Texas
Brazoria County:
Rise Meridiana                  2016              47                 44           3              -                  1        $292 - $352
Fort Bend County:
Cross Creek Ranch 60',
Fulshear                        2013              48                 19          29              7                  7        $428 - $478
Cross Creek Ranch 65',
Fulshear                        2013              89                 61          28              8                  2        $463 - $558
Cross Creek Ranch 70',
Fulshear                        2013             104                 78          26             13                  7        $476 - $615
Cross Creek Ranch 80',
Fulshear                        2013              71                 58          13             11                  9        $664 - $707
Cross Creek Ranch 90',
Fulshear                        2013              47                 34          13              8                  -        $666 - $793
Fulshear Run 1/2 Acre,
Richmond                        2016             145                 52          93              -                  2        $646 - $675
Harvest Green 75', Richmond     2015              63                 48          15              4                  5        $446 - $562
Sienna Plantation 80',
Missouri City                    TBD              25                  -          25              -                  -        $545 - $675
Sienna Plantation 85',
Missouri City                   2015              54                 41          13              2                  5        $556 - $671
Grayson Woods 60'               2019              35                  5          30             13                  4        $407 - $513
Grayson Woods 70'               2019              19                  4          15             13                  2        $502 - $594
Katy Gaston                      TBD             129                  -         129              -                  -            TBD
Harris County:
The Groves, Humble              2015             117                 91          26              5                  2        $295 - $543
Lakes of Creekside 80'          2016              17                 13           4              2                  4        $460 - $637
Lakes of Creekside 65'           TBD              18                  -          18              -                  -            TBD
Balmoral 50'                    2019              46                  9          37              2                  2        $243 - $328
Bridgeland '80, Cypress         2015             135                111          24             12                  3        $573 - $703
Bridgeland 70'                  2018              41                 21          20              8                  4        $497 - $595
Villas at Bridgeland 50'        2018              48                 17          31              4                  1        $356 - $395
Falls at Dry Creek              2019              20                  5          15              5                  2        $495 - $654
Grant-Cyp-Rosehill               TBD             428                  -         428              -                  -
Hidden Arbor, Cypress            TBD             156                129          27              -                  -            TBD
Clear Lake, Houston             2015             772                624         148             45                 28        $335 - $725
Northgrove, Tomball              TBD              25                  7          18              -                  -            TBD
The Woodlands, Creekside
Park                            2015             131                123           8              5                  6        $415 - $668
Montgomery County:
Grand Central Park               TBD              17                  -          17              -                  -        $299 - $344
Rodriguez                        TBD             342                  -         342              -                  -            TBD
Royal Brook, Porter             2019              26                  4          22              2                  1        $343 - $384
Waller County:
LakeHouse                       2019             351                 45         306             30                 14        $269 - $615
Williamson County:
Crystal Falls - Lots for
Sale                            2016              29                 25           4              -                  -            TBD
Rancho Sienna 60'               2016              51                 38          13              4                  5        $314 - $438
Highlands at Mayfield Ranch
50'                             2019              63                 33          30             18                  3        $295 - $363
Highlands at Mayfield Ranch
60'                             2019              46                 17          29             18                  3        $337 - $430
Meyer Ranch                      TBD              10                  -          10              -                  -            TBD
Rancho Sienna 50'               2019              54                 10          44             10                  2        $300 - $417
Palmera Ridge                   2019              39                 27          12              9                 11        $85 - $356
Hays County:
6 Creeks 50' Section 1 & 2      2020              35                  5          30             12                  5        $269 - $323
6 Creeks 60' Section 1 & 2      2020              15                  1          14              6                  1        $308 - $366
Travis County:
Lakes Edge 80'                  2018              14                 13           1              1                  3        $630 - $835
Turner's Crossing (Land)         TBD             324                  -         324              -                  -            TBD
Williamson County:
Cressman Tract                   TBD              85                  -          85              -                  -            TBD



                                     - 48 -

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Collin County:
Creeks of Legacy, Celina          2020      24        -       24      -      -    $349 - $379
Miramonte, Frisco                 2016      62       57        5      4      5    $475 - $560
Retreat at Craig Ranch, McKinney  2012     165      158        7      -      4    $375 - $415
Dallas County:
Vineyards, Rowlett                2017      40       34        6      3      6    $368 - $480
Denton County:
Glenview, Frisco                  2017      50       39       11      6      7    $345 - $485
Paloma Creek, Little Elm          2015     267      182       85     18      5    $275 - $390
Parks at Legacy, Prosper          2017      55       34       21     11      2    $384 - $495
Valencia, Little Elm              2016      82       59       23      7      2    $350 - $444
Villages of Carmel, Denton        2017      96       87        9      5      7    $290 - $360
Kaufman County:
Gateway Parks, Forney             2020      12        -       12      -      -    $270 - $355
Rockwall County:
Heath Golf and Yacht, Heath       2016     112       77       35     10      3    $294 - $490
Woodcreek, Fate                   2017     149       95       54     13      7    $267 - $330
Tarrant County:
Chisholm Trail Ranch, Fort Worth  2017     103       70       33      8      6    $270 - $375
Lakes of River Trails, Fort Worth 2011     172      158       14      -      4    $317 - $416
Ventana, Benbrook                 2017      94       61       33      8      6    $318 - $430
Closed Communities                N/A        -        -        -      -      1
Texas Total                              5,814    2,923    2,891    370    209
Trendmaker Homes Total                   5,814    2,923    2,891    370    209




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TRI Pointe Homes

                                                 Cumulative        Lots                          Homes
                                                   Homes         Owned as                      Delivered
                    Year of        Total         Delivered          of        Backlog as     for the Three        Sales Price
County, Project,     First       Number of         as of         March 31,   of March 31,     Months Ended           Range
City              Delivery(1)     Lots(2)      March 31, 2020     2020(3)     2020(4)(5)     March 31, 2020    (in thousands)(6)
Southern
California
Orange County:
Viridian             2018              72                 60          12             11                  9        $895 - $985
Varenna at
Orchard Hills,
Irvine               2016             128                108          20              4                  7      $1,208 - $1,293
Lyric                2019              70                 53          17              5                 12        $810 - $946
Windbourne           2019              38                 12          26             22                  6      $1,069 - $1,255
Cerise at Canvas     2020              28                  -          28              5                  -        $795 - $838
Violet at Canvas     2020              35                  -          35             11                  -        $545 - $735
Claret at Canvas     2020              48                  -          48             13                  -        $560 - $671
San Diego County:
Prism at Weston      2018             142                 96          46             30                  5        $574 - $644
Riverside County:
Citron @ Bedford     2019             101                 55          46             10                  9        $375 - $398
Cassis at Rancho
Soleo                2020              79                  -          79              8                  -        $492 - $507
Cava at Rancho
Soleo                2020              63                  -          63              4                  -        $401 - $427
Cerro at Rancho
Soleo                2020             103                  -         103              9                  -        $375 - $430
Los Angeles
County:
Tierno at Aliento    2017              63                 49          14              -                  -        $667 - $695
Tierno II at
Aliento              2018              63                 44          19              8                 13        $642 - $697
Paloma at West
Creek                2018             155                143          12              9                 11        $469 - $549
Mystral              2019              78                 51          27             15                  3        $629 - $685
Celestia             2019              72                 56          16             10                  6        $597 - $633
San Bernardino
County:
St. James at Park
Place, Ontario       2015             125                124           1              1                  2        $522 - $560
Ivy at The
Preserve             2019             113                  7         106             21                  2        $355 - $427
Hazel at The
Preserve             2020             133                 13         120             27                 13        $360 - $426
Tempo at The
Resort               2020              80                  -          80              8                  -        $519 - $587
Closed
Communities           N/A               -                  -           -              -                  3
Southern
California Total                    1,789                871         918            231                101
Northern
California
Contra Costa
County:
Greyson Place        2019              44                 23          21             17                  7        $815 - $925
Santa Clara
County:
Madison Gate         2018              65                 52          13              8                  5       $729 - $1,134
Blanc at Glen
Loma                 2019              49                 12          37             11                  7        $715 - $765
Noir at Glen Loma    2019              64                 14          50              9                  5        $810 - $860
Lotus at Urban
Oak                  2023              65                  -          65              -                  -       $940 - $1,064
Solano County:
Bloom at Green
Valley, Fairfield    2018              91                 76          15             12                  1        $557 - $597
Lantana,
Fairfield            2019             133                 61          72             15                  6        $483 - $528
One Lake             2021              45                  -          45              -                  -
San Joaquin
County:
Sundance,
Mountain House       2015             113                108           5              -                  -        $653 - $731
Sundance II,
Mountain House       2017             138                101          37             37                  2        $653 - $731
River Islands        2022              24                  -          24              -                  -            TBD
Alameda County:
Onyx at Jordan
Ranch, Dublin        2017             105                 83          22              9                  3        $914 - $966
Apex, Fremont        2018              77                 60          17             15                  3        $734 - $966
Palm, Fremont        2019              31                 11          20              8                  3      $2,250 - $2,392
Ellis at Central
Station, Oakland     2020             128                  -         128              -                  -        $745 - $815
Sonoma County:



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 Riverfront
Petaluma          2021        5            -          5           -            -           TBD
Sacramento
County:
Natomas           TBD        94            -         94           -            -       $350 - $402
Mangini -
Brookstone        2020       47            3         44          17            3       $589 - $653
Mangini -
Waterstone        2020       40            3         37          17            3       $648 - $719
Placer County:
La Madera         2019      102           21         81          16           11       $451 - $545
San Francisco
County:
Cambridge Street
(SFA)             2020       54            -         54           -            -     $1,145 - $1,388
Closed
Communities       N/A         -            -          -           -            2
Northern
California Total          1,514          628        886         191           61
California Total          3,303        1,499      1,804         422          162
Colorado
Douglas County:
Terrain
Ravenwood
Village (3500)    2018      157           99         58          26           11       $390 - $429
Terrain
Ravenwood
Village (4000)    2018      100           83         17          12           13       $415 - $481
Trails at
Crowfoot          2020      100            -        100           -            -           TBD
Sterling Ranch    2020       80            -         80           -            -           TBD
Sterling Ranch
TH                2020       46            -         46           -            -           TBD
Canyons 4500      2020       89            -         89           5            -       $774 - $974
Terrain Sunstone  2020       74            -         74           -            -           TBD
Jefferson
County:
Candelas 4020
Series, Arvada    2019       98           59         39          20           13       $471 - $528
Crown Point,
Westminster       2019       64           44         20          20           13       $453 - $491
Cadelas TH,
Arvada            2020       92            -         92           -            -           TBD
Arapahoe County:
Whispering
Pines, Aurora     2016      115          100         15          12            5       $648 - $681
Adonea 3500,
Aurora            2020       71            -         71           -            -           TBD
Adams County:
Reunion Alley     2020       50            -         50           -            -           TBD
Closed
Communities       N/A         -            -          -           -            9
Colorado Total            1,136          385        751          95           64
North Carolina
Wake County:
Lakeview
Townhomes,
Raleigh, NC       2020       23            -         23           -            -           $335
Townes at North
Salem St., Apex,
NC                2021       55            -         55           -            -           TBD
Mecklenburg
County:
Mayes Hall,
Davidson, NC      2020       50            -         50           -            -       $335 - $406
North Carolina
Total                       128            -        128           -            -
South Carolina
York County:
Garrison
Estates, Rock
Hill, SC          2020       53            -         53           -            -       $279 - $297
South Carolina
Total                        53            -         53           -            -
TRI Pointe Total          4,620        1,884      2,736         517          226




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Winchester Homes
                                                 Cumulative        Lots                          Homes
                                                   Homes         Owned as                      Delivered
                    Year of        Total         Delivered          of        Backlog as     for the Three        Sales Price
County, Project,     First       Number of         as of         March 31,   of March 31,     Months Ended           Range
City              Delivery(1)     Lots(2)      March 31, 2020     2020(3)     2020(4)(5)     March 31, 2020    (in thousands)(6)
Maryland
Anne Arundel
County:
Two Rivers
Townhomes,
Crofton              2017             152                 70          82             16                  5        $454 - $535
Two Rivers
Cascades SFD,
Crofton              2018              43                 28          15             13                  3        $520 - $590
Watson's Glen,
Millersville         2015             103                  4          99             17                  -        $365 - $378
Frederick County:
Landsdale,
Monrovia
Landsdale SFD        2015             222                170          52             19                 10        $515 - $607
Landsdale
Townhomes            2015             100                100           -              -                  3        $330 - $383
Landsdale TND Neo
SFD                  2015              77                 63          14             10                  4        $450 - $483
Montgomery
County:
Cabin Branch,
Clarksburg
Cabin Branch SFD     2014             359                240         119             30                  3        $560 - $775
Cabin Branch
Avenue Townhomes     2017              86                 85           1              1                  3        $420 - $488
Cabin Branch
Crossings
Townhomes            2019             114                  3         111             20                  2        $422 - $493
Cabin Branch
Manor Townhomes      2014             428                359          69              4                  8        $393 - $464
Preserve at
Stoney Spring -
Lots for Sale         TBD               3                  -           3              -                  -            TBD
Glenmont
MetroCenter,
Silver Spring        2016             171                135          36             32                  4        $460 - $518
Chapman Row,
Rockville            2019              61                 15          46             15                  5        $700 - $750
North Quarter,
North Bethesda       2020             104                  5          99              8                  5        $620 - $670
Maryland Total                      2,023              1,277         746            185                 55
Virginia
Fairfax County:
Stuart Mill,
Oakton - Lots for
Sale                  TBD               5                  -           5              -                  -            TBD
Westgrove,
Fairfax              2018              24                 19           5              5                  -      $1,001 - $1,107
West Oaks Corner,
Fairfax              2019             188                 33         155             45                  7        $705 - $820
Bren Pointe SFA,
Alexandria           2020              13                  -          13              -                  -            TBD
Loudoun County:
Brambleton,
Ashburn
West Park SFD        2018              53                 51           2              2                  2        $700 - $724
Birchwood
Bungalows AA         2018              55                 36          19             16                  3        $582 - $639
Birchwood
Carriages AA         2019              33                  5          28             32                  4        $534 - $568
Willowsford Grant
II, Aldie            2017              55                 41          14             12                  3      $1,000 - $1,255
Virginia Total                        426                185         241            112                 19
Winchester Total                    2,449              1,462         987            297                 74

Combined Company
Total                              32,949              9,871      22,860          2,455                958


__________

(1)   Year of first delivery for future periods is based upon management's
      estimates and is subject to change.


(2)   The number of homes to be built at completion is subject to change, and
      there can be no assurance that we will build these homes.


(3)   Owned lots as of March 31, 2020 include owned lots in backlog as of
      March 31, 2020.


(4)   Backlog consists of homes under sales contracts that have not yet been
      delivered, and there can be no assurance that delivery of sold homes will
      occur.


(5)   Of the total homes subject to pending sales contracts that have not been
      delivered as of March 31, 2020, 1,621 homes are under construction, 278
      homes have completed construction, and 556 homes have not started
      construction.

(6) Sales price range reflects base price only and excludes any lot premium,

buyer incentives and buyer-selected options, which may vary from project to

project. Sales prices for homes required to be sold pursuant to affordable

housing requirements are excluded from sales price range. Sales prices


      reflect current pricing and might not be indicative of past or future
      pricing.



                                     - 52 -

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Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations
is based on our unaudited condensed consolidated financial statements included
in this Quarterly Report on Form 10-Q, which have been prepared in accordance
with GAAP. Our condensed notes to the unaudited consolidated financial
statements included in this Quarterly Report on Form 10-Q and the audited
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 2019 describe the significant accounting policies essential
to our unaudited condensed consolidated financial statements. The preparation of
our financial statements requires our management to make estimates, judgments
and assumptions. We believe that the estimates, judgments and assumptions that
we have used are appropriate and correct based on information available at the
time they were made. These estimates, judgments and assumptions can affect our
reported assets and liabilities as of the date of the financial statements, as
well as the reported revenues and expenses during the period presented. If there
is a material difference between these estimates, judgments and assumptions and
actual facts, our financial statements may be affected.
In many cases, the accounting treatment of a particular transaction is
specifically dictated by GAAP and does not require our judgment in its
application. There are areas in which our judgment in selecting among available
alternatives would not produce a materially different result, but there are some
areas in which our judgment in selecting among available alternatives would
produce a materially different result. See the condensed notes to the unaudited
consolidated financial statements that contain additional information regarding
our accounting policies and other disclosures.
There have been no material changes to our critical accounting policies and
estimates as compared to the critical accounting policies and estimates
described in our Annual Report on Form 10-K for the fiscal year ended December
31, 2019.
Recently Issued Accounting Standards
See Note 1, Organization, Basis of Presentation and Summary of Significant
Accounting Policies, to the accompanying condensed notes to unaudited
consolidated financial statements included in this Quarterly Report on Form
10-Q.

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