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 and subject to rapid change, cannot be predicted and will
depend upon future developments, including the severity and duration of the
outbreak, the duration of existing and future social distancing and
shelter-in-place orders, further mitigation strategies taken by applicable
government authorities, the availability and efficacy of a vaccine, adequate
testing and treatments and the prevalence of widespread immunity to COVID-19;
•the effects 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 effects of U.S. trade policies, including the imposition of tariffs and
duties on homebuilding products and retaliatory measures taken by other
countries;
•the effects of weather, including the re-occurrence of drought conditions in
California;
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•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, civil unrest or outbreaks of
contagious diseases, such as COVID-19;
•transportation costs;
•federal and state tax policies;
•the effects 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 second quarter 2020 results reflect a sharp rebound from the
COVID-19-related economic uncertainty and reduced demand environment we
experienced towards the end of the first quarter and through the beginning of
the second quarter. In May, as state and local governments began relaxing
restrictions related to COVID-19 and economic conditions in our local markets
regained strength, new home demand began to steadily improve. This demand
continued to increase in June, which resulted in particularly strong new home
orders for the month, which increased approximately 28% as compared to June
2019. We believe this demand environment was aided by favorable housing market
fundamentals, including low interest rates and a relatively constrained supply
of homes in many of our markets. Additionally, we believe our results for the
most recent quarter reflect the effects of fiscal and monetary stimulus
programs, a degree of pent-up demand among consumers, as well as evolving
consumer preferences as it relates to new home characteristics in light of the
COVID-19 pandemic and the degree to which many individuals are working from
home. Notwithstanding our positive results during the second quarter 2020 and
the strong demand we continue to experience in July, the COVID-19 pandemic has
impacted, and we expect that it will continue to impact, our business and
operations due to the high level of uncertainty that still exists as to future
developments, including the duration of the outbreak. With several states (and
local authorities within those states) re-imposing restrictions as a result of
recent increases in new COVID-19 cases and an historically high unemployment
rate, we remain cautious as we enter the back half of 2020.
Highlights of the quarter include an increase in homebuilding gross margin
percentage to 21.6% and a reduction in selling, general and administrative
expense as a percentage of home sales revenue to 10.8%. These improvements,
along with a slight increase in average sales price of homes delivered to
$624,000, helped us achieve net income of $56.5 million, representing a 115%
increase compared to the prior-year period. Despite a substantially reduced
sales pace in April due to COVID-19, we ended the quarter with a monthly
absorption rate of 3.1, resulting in 1,332 net new home orders, down 11% from
the prior-year period. As of the end of the quarter, we had 2,558 units in
backlog, representing $1.7 billion in backlog dollar value, up 16% and 17% from
the prior-year period, respectively. In addition, we ended the quarter with
total liquidity of $1.0 billion, including cash and cash equivalents of $474.5
million and $559.4 million of availability under our Credit Facility.
Our results for the three months ended June 30, 2020 are not indicative of
trends that we expect to persist as uncertainty caused by COVID-19 and
government responses to the pandemic have impacted, and will continue to impact,
our business and operations.

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Impact of COVID-19 and Business Outlook
On March 11, 2020, the World Health Organization 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, a number of states and local governments issued shelter-in-place
orders or guidance for individuals not engaged in essential activities to remain
at home other than for essential needs. While our TRI Pointe Homes-Bay Area and
Quadrant Homes divisions were prohibited from engaging in residential
construction activities in the Bay Area in California and Seattle, Washington,
respectively, for several weeks beginning in late March 2020, residential
homebuilding operations are currently designated as an essential business
activity and remain exempt from the application of "stay-at-home" orders in all
of our markets. However, there can be no assurance that our homebuilding
operations will continue to remain exempt in all of our markets.
In response to the COVID-19 pandemic and measures taken by applicable
governmental authorities, in mid-March 2020, 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
encouraged employees at our corporate and division offices whose duties could be
performed from home to work remotely; our new home galleries and design studios
transitioned to virtual appointments or appointment-only with pre-screened
individuals, as permitted by law; we instituted social distancing, hygiene and
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
postponed non-essential customer care service and warranty requests. As of the
date of this report, as permitted by applicable government orders or guidelines,
we have transitioned substantially all of our employees back to our corporate
and division offices (in many cases, using staggered or flexible schedules to
limit the number of individuals in our offices on a given day), have resumed
non-essential customer care service and warranty requests in substantially all
of our markets, and are no longer appointment-only in many of our new home
galleries. Our field-based team members continue to report to their assigned
communities in all 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.
The COVID-19 outbreak and the measures taken by governmental authorities to
delay and contain its spread have resulted in substantial adverse effects on the
United States economy and could result in a severe and/or prolonged economic
recession. The ongoing impact of COVID-19 on the United States economy and our
business and operations is unknown, as the velocity of this economic slowdown
and the subsequent job losses are unprecedented. While demand for new homes has
rebounded substantially over the last couple months, given the dynamic nature of
the situation, recent increases in new COVID-19 cases in many states and the
re-imposition by local and state governments throughout the U.S. of restrictive
measures, we cannot estimate the duration and severity of the impact of COVID-19
on the homebuilding industry or whether the current demand environment will
persist. To the extent we experience further negative impacts, 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, if any, 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, we continue to build and sell homes in all of our
markets, and net new orders and traffic in our sales offices have increased
significantly as compared to the beginning of the second quarter.
Notwithstanding, the new protocols we implemented in response to the COVID-19
outbreak and the measures taken by governmental authorities to contain its
spread continue to affect our business and operations as of the date of this
report, in many regards, including by 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 June 30, 2020, we had total liquidity of $1.0 billion. 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,
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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.
Consolidated Financial Data (in thousands, except per share amounts):

                                                                                                                      Six Months Ended June
                                                          Three Months Ended June 30,                                          30,
                                                            2020                  2019                2020                  2019
Homebuilding:
Home sales revenue                                    $     766,942

$ 692,138 $ 1,361,780 $ 1,184,841 Land and lot sales revenue

                                      220               5,183                  220                  6,212
Other operations revenue                                        648                 637                1,266                  1,235
Total revenues                                              767,810             697,958            1,363,266              1,192,288
Cost of home sales                                          601,434             574,684            1,074,316                996,220
Cost of land and lot sales                                      374               5,562                  576                  7,057
Other operations expense                                        624                 627                1,248                  1,217
Sales and marketing                                          45,194              47,065               87,831                 86,054
General and administrative                                   37,554              36,854               77,391                 75,451
Restructuring charges                                         5,549                   -                5,549                      -
Homebuilding income from operations                          77,081              33,166              116,355                 26,289
Equity in loss of unconsolidated entities                       (25)                (26)                 (39)                   (51)
Other (expense) income, net                                  (6,328)                153               (5,955)                 6,394
Homebuilding income before income taxes                      70,728              33,293              110,361                 32,632
Financial Services:
Revenues                                                      2,296                 756                3,890                  1,058
Expenses                                                      1,285                 627                2,364                    948
Equity in income of unconsolidated entities                   2,932               1,972                4,488                  2,747
Financial services income before income taxes                 3,943               2,101                6,014                  2,857
Income before income taxes                                   74,671              35,394              116,375                 35,489
Provision for income taxes                                  (18,143)             (9,132)             (27,964)                (9,156)
Net income                                            $      56,528

$ 26,262 $ 88,411 $ 26,333



Earnings per share
Basic                                                 $        0.43           $    0.18          $      0.67          $        0.19
Diluted                                               $        0.43           $    0.18          $      0.67          $        0.18


Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019
Net New Home Orders, Average Selling Communities and Monthly Absorption Rates by
Segment

                                                    Three Months Ended June 30, 2020                                                                                        Three Months Ended June 30, 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                                     162                      19.0                      2.8                   253                      15.0                     5.6                  (36) %                     27  %                   (49) %
Pardee Homes                                423                      44.0                      3.2                   522                      44.5                     3.9                  (19) %                     (1) %                   (18) %
Quadrant Homes                              105                       9.5                      3.7                    67                       6.5                     3.4                   57  %                     46  %                     7  %
Trendmaker Homes                            205                      29.8                      2.3                   247                      37.5                     2.2                  (17) %                    (21) %                     4  %
TRI Pointe Homes                            327                      30.3                      3.6                   294                      28.5                     3.4                   11  %                      6  %                     5  %
Winchester Homes                            110                      11.7                      3.1                   108                      14.0                     2.6                    2  %                    (16) %                    22  %
Total                                     1,332                     144.3                      3.1                 1,491                     146.0                     3.4                  (11) %                     (1) %                   (10) %



                                     - 37 -

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Net new home orders for the three months ended June 30, 2020 decreased by 159
orders, or 11%, to 1,332, compared to 1,491 during the prior-year period. The
decrease in net new home orders was due primarily to a 10% decrease in monthly
absorption rates. New home order demand was severely impacted during the month
of April, though began to slowly and steadily improve in May, followed by
exceptionally strong demand in June. We believe this order demand volatility
during the quarter can be attributed to the impacts of COVID-19 pandemic. As our
results for the three months ended June 30, 2020 have been impacted by the
COVID-19 pandemic, they may not be indicative of results going forward.
Maracay reported a 36% decrease in net new home orders driven by a 49% decrease
in monthly absorption rate offset by a 27% increase in average selling
communities. While the monthly absorption rate was 2.8 for the quarter, Maracay
experienced extreme demand volatility during the quarter, with a substantially
slow pace in April before increasing to a more robust pace in June, during which
we achieved a monthly absorption rate of 4.7. Pardee Homes reported a 19%
decrease in net new home orders driven by an 18% decrease in monthly absorption
rates and a 1% decrease in average selling communities. The decrease in monthly
absorption rate was due to the extreme market slowdown we experienced during
April as a result of COVID-19. The absorption rates in the Inland Empire, Los
Angeles, San Diego and Las Vegas all improved significantly during May and June
as restrictions related to COVID-19 were reduced. Net new home orders increased
57% at Quadrant Homes due to a 46% increase in average selling communities and a
7% increase in monthly absorption rate as compared to the prior-year period.
Despite experiencing slow demand in the month of April due to COVID-19, market
conditions improved significantly during the second half of the current-year
period, as evidenced by a monthly absorption rate of 3.7 for the quarter. In
addition, two of our new community openings were particularly well-received by
the market, which resulted in an increased sales pace. Trendmaker Homes' net new
home orders decreased 17% due to a 21% decrease in average selling communities
offset by a 4% increase in monthly absorption rate. Despite being impacted by
COVID-19 and the volatility in the oil market, our Houston division achieved a
monthly absorption rate of 2.1 for the current quarter, which represents a
decrease of 0.2 as compared to the prior-year period. Our sales pace in both our
Austin and Dallas-Fort Worth markets improved on a year-over-year basis, despite
noticeable slowdown in both markets during April resulting from COVID-19. TRI
Pointe Homes' net new home orders increased 11% due to a 6% increase in average
selling communities and a 5% increase in the monthly absorption rate. The
increase in TRI Pointe Homes' monthly absorption rate was driven by stronger
market conditions in both our Bay Area and Colorado markets compared to the
prior-year period. Winchester Homes reported a 2% increase in net new home
orders as a result of a 22% increase in monthly absorption rate offset by a 16%
decrease in average selling communities. 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 June 30, 2020                                                                               As of June 30, 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                        427          $   255,916          $  599                385          $   211,935          $   550                     11  %                21  %                 9  %
Pardee Homes                   739              494,785             670                790              602,054              762                     (6) %               (18) %               (12) %
Quadrant Homes                 228              213,093             935                 77               65,968              857                    196  %               223  %                 9  %

Trendmaker Homes               321              146,650             457                399              195,871              491                    (20) %               (25) %                (7) %
TRI Pointe Homes               552              383,826             695                384              252,708              658                     44  %                52  %                 6  %
Winchester Homes               291              184,798             635                173              110,012              636                     68  %                68  %                 -  %
Total                        2,558          $ 1,679,068          $  656              2,208          $ 1,438,548          $   652                     16  %                17  %                 1  %



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 21% and 16% during the
three-month periods ended June 30, 2020 and 2019, respectively. The dollar value
of backlog was $1.7 billion as of June 30, 2020, an increase of $240.5 million,
or 17%, compared to $1.4 billion as of June 30, 2019. This increase was due to
an increase in backlog units of 350, or 16%, to 2,558 as of June 30, 2020,
compared to 2,208 as of June 30, 2019, and a 1% increase in the average sales
price of homes in backlog to $656,000 as of June 30, 2020, compared to $652,000
as of June 30, 2019.
Maracay's backlog dollar value increased 21% compared to the prior-year period
due to an 11% increase in backlog units and a 9% increase in average sales
price. The increase in backlog units is due to the strong market conditions in
Arizona
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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 decreased 18% due to a decrease in backlog average sales price of 12% and
a decrease in backlog units of 6%. The decrease in backlog units is largely due
to the decrease in net new home orders we experienced during the quarter,
particularly in the month of April due to uncertainty surrounding COVID-19.
Quadrant Homes' backlog dollar value increased 223% as a result of a 196%
increase in backlog units and a 9% increase 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 57% increase in
net new home orders during the period, as market conditions in Seattle remained
strong for most of the quarter despite COVID-19. Trendmaker Homes' backlog
dollar value decreased 25% due primarily to a 20% decrease in backlog units. The
decrease in backlog units resulted primarily from a 21% decrease in average
selling communities for the quarter. TRI Pointe Homes' backlog dollar value
increased 52% mainly due to a 44% increase in backlog units. The increase in
backlog units resulted primarily from a strong demand environment in both
California and Colorado during the quarter. Winchester Homes' backlog dollar
value increased 68% due to a 68% increase in backlog units. The increase in
backlog units is a result of a 27% increase in net new home orders for the six
months ended June 30, 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 June 30, 2020                                                                     Three Months Ended June 30, 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                           165          $  86,674          $  525                   106          $  55,653          $    525                       56  %               56  %                -  %
Pardee Homes                      362            242,282             669                   325            194,700               599                       11  %               24  %               12  %
Quadrant Homes                     40             36,649             916                    67             70,429             1,051                      (40) %              (48) %              (13) %
Trendmaker Homes                  254            121,257             477                   250            117,010               468                        2  %                4  %                2  %
TRI Pointe Homes                  292            206,474             707                   281            192,752               686                        4  %                7  %                3  %
Winchester Homes                  116             73,606             635                    96             61,594               642                       21  %               20  %               (1) %
Total                           1,229          $ 766,942          $  624                 1,125          $ 692,138          $    615                        9  %               11  %                1  %



Home sales revenue increased $74.8 million, or 11%, to $766.9 million for the
three months ended June 30, 2020. The increase was comprised of (i) $64.0
million related to an increase of 104 new homes delivered in the three months
ended June 30, 2020 compared to the prior-year period, and (ii) $10.8 million
related to an increase of $9,000 in average sales price of homes delivered in
the three months ended June 30, 2020 compared to the prior-year period.
Maracay home sales revenue increased 56% due to a 56% 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
24% due to a 12% increase in average sales price and an 11% 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 decreased 48% due to a 40% decrease
in new homes delivered and a 13% decrease in average sales price. The decrease
in new homes delivered was due to timing and the impact of COVID-19-related
construction delays. Trendmaker Homes' home sales revenue increased 4% due to a
2% increase in new homes delivered and a 2% increase in average sales price. TRI
Pointe Homes' home sales revenue increased 7% due primarily to a 4% increase in
new homes delivered and a 3% increase in average sales price. The increase in
new homes delivered was driven by the timing of deliveries. Home sales revenue
increased at Winchester Homes by 20% due to a 21% increase in new homes
delivered. 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.
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Homebuilding Gross Margins (dollars in thousands)

Three Months Ended June 30,


                                                               2020                      %                 2019                %
Home sales revenue                                       $    766,942                   100.0  %       $ 692,138              100.0  %
Cost of home sales                                            601,434                    78.4  %         574,684               83.0  %
Homebuilding gross margin                                     165,508                    21.6  %         117,454               17.0  %
Add: interest in cost of home sales                            21,801                     2.8  %          18,071                2.6  %
Add: impairments and lot option abandonments                    1,380                     0.2  %             288                0.0  %
Adjusted homebuilding gross margin(1)                    $    188,689                    24.6  %       $ 135,813               19.6  %
Homebuilding gross margin percentage                             21.6   %                                   17.0  %
Adjusted homebuilding gross margin percentage(1)                 24.6   %                                   19.6  %


__________


(1)Non-GAAP financial measure (as discussed below).
Our homebuilding gross margin percentage increased to 21.6% for the three months
ended June 30, 2020 as compared to 17.0% 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-year period revenue from some of our long-dated
California assets, 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 24.6% for the three
months ended June 30, 2020, compared to 19.6% 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 June 30,                                       Home Sales Revenue
                                                      2020                  2019                 2020                     2019
Sales and marketing                             $      45,194           $  47,065                    5.9  %                     6.8  %
General and administrative (G&A)                       37,554              36,854                    4.9  %                     5.3  %
Total sales and marketing and G&A               $      82,748           $  83,919                   10.8  %                    12.1  %



Total sales and marketing and general and administrative ("SG&A") as a
percentage of home sales revenue decreased to 10.8% for the three months ended
June 30, 2020, compared to 12.1% in the prior-year period. Total SG&A expense
decreased $1.2 million to $82.7 million for the three months ended June 30, 2020
from $83.9 million in the prior-year period.
Sales and marketing expense as a percentage of home sales revenue decreased to
5.9% for the three months ended June 30, 2020, compared to 6.8% for the
prior-year period. The decrease was due primarily to lower advertising expense
and higher leverage on the fixed components of sales and marketing expense as a
result of the 11% increase in homebuilding revenue compared to the prior-year
period. In addition, we realized some cost savings related to the workforce
reduction plan implemented in May 2020. Sales and marketing expense decreased to
$45.2 million for the three months ended June 30, 2020 compared to $47.1 million
in the prior-year period due primarily to the decrease in advertising expense.
General and administrative ("G&A") expense as a percentage of home sales revenue
decreased to 4.9% of home sales revenue for the three months ended June 30, 2020
compared to 5.3% for the prior-year period largely due to higher leverage on our
G&A expense as a result of the 11% increase in homebuilding revenue compared to
the prior-year period. In addition, G&A expense was favorably impacted by the
realization of cost savings related to our workforce reduction plan implemented
in May
                                     - 40 -
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2020. G&A expense increased to $37.6 million for the three months ended June 30,
2020 compared to $36.9 million for the prior-year period.
Restructuring Charges
In May 2020, due to the existing and anticipated future impact of the COVID-19
pandemic on our business, we implemented a workforce reduction plan. As a result
of the workforce reduction plan, we incurred $5.5 million of pre-tax
restructuring charges consisting of severance and related costs, substantially
all of which had been paid as of June 30, 2020. We believe that our
restructuring activities are substantially complete as of June 30, 2020.
However, until market conditions stabilize, we may incur additional
restructuring charges. We expect that this workforce reduction will decrease our
overhead expenses by approximately $33 million on an annualized basis.
Other Income (Expense), Net
Other income (expense), net for the three months ended June 30, 2020 included a
$6.9 million loss in connection with the early extinguishment of a portion of
our 4.875% Senior Notes due 2021 (the "2021 Notes"). In June 2020, we commenced
and settled a cash tender offer for any and all of our then outstanding $300
million principal amount of 2021 Notes as part of a plan to refinance our
long-term debt due in 2021 with longer maturity financing. Upon expiration of
the tender offer in June 2020, $216.3 million, or 72% of the outstanding
principal amount, of the 2021 Notes were validly tendered and accepted for
purchase.
Interest
Interest, which we incurred principally to finance land acquisitions, land
development and home construction, totaled $21.8 million and $22.0 million for
the three months ended June 30, 2020 and 2019, respectively. All interest
incurred in both periods was capitalized.
Income Tax
For the three months ended June 30, 2020, we recorded a tax provision of $18.1
million based on an effective tax rate of 24.3%. For the three months ended
June 30, 2019, we recorded a tax provision of $9.1 million based on an effective
tax rate of 25.8%. The increase in provision for income taxes is due to a $39.3
million increase in income before income taxes to $74.7 million for the three
months ended June 30, 2020, compared to $35.4 million for the prior-year period.
During the three months ended June 30, 2020, California enacted tax legislation
that approved the suspension of California net operating loss deductions for tax
years 2020, 2021 and 2022. The suspension of California net operating loss
deductions did not have an impact on our tax provision for the three months
ended June 30, 2020.
Financial Services Segment
Income before income taxes from our financial services operations increased to
$3.9 million for the three months ended June 30, 2020 compared to $2.1 million
for the prior-year period. This increase is due to higher home sales volume in
the three months ended June 30, 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 services, and property and casualty insurance operations.
                                     - 41 -
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Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019
Net New Home Orders, Average Selling Communities and Monthly Absorption Rates by
Segment

                                                     Six Months Ended June 30, 2020                                                                                          Six Months Ended June 30, 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                                     402                      16.9                      4.0                   414                      13.4                     5.1                   (3) %                     26  %                   (22) %
Pardee Homes                                898                      43.0                      3.5                   955                      44.4                     3.6                   (6) %                     (3) %                    (3) %
Quadrant Homes                              231                       8.3                      4.6                   142                       6.9                     3.4                   63  %                     20  %                    35  %
Trendmaker Homes                            439                      30.1                      2.4                   490                      38.6                     2.1                  (10) %                    (22) %                    14  %
TRI Pointe Homes                            741                      31.4                      3.9                   589                      29.6                     3.3                   26  %                      6  %                    18  %
Winchester Homes                            282                      12.7                      3.7                   222                      14.1                     2.6                   27  %                    (10) %                    42  %
Total                                     2,993                     142.4                      3.5                 2,812                     147.0                     3.2                    6  %                     (3) %                     9  %



Net new home orders for the six months ended June 30, 2020 increased by 181
orders, or 6%, to 2,993, compared to 2,812 during the prior-year period. The
increase in net new home orders was due to a 9% increase in monthly absorption
rates, offset by a 3% decrease in average selling communities. New home order
demand was exceptionally strong through January and February of 2020, followed
by a significant decline in March and April, a slow and steady improvement in
May and exceptionally strong demand in June. This unusual volatility was due to
the COVID-19 pandemic and the measures taken to contain its spread, as well as
the impacts on consumers and the overall economy. As our results for the six
months ended June 30, 2020 have been impacted by the COVID-19 pandemic, they may
not be indicative of results going forward.
Maracay reported a 3% decrease in net new home orders driven by a 22% decrease
in monthly absorption rates, offset by a 26% increase in average selling
communities. The decrease in Maracay's monthly absorption rate to 4.0 for the
six months ended June 30, 2020 was due to the impact of COVID-19 and the slower
market conditions experienced through March and April. Despite this impact, our
monthly absorption rate of 4.0 for the current year demonstrates 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 6% decrease in net new home orders driven by a 3% decrease in
monthly absorption rates and a 3% decrease in average selling communities. The
decrease in monthly absorption rate was due to the impact of COVID-19, as net
new home order activity slowed considerably during parts of March, April and
May. Net new home orders increased 63% at Quadrant Homes due to a 35% increase
in monthly absorption rate and a 20% increase in average selling communities
during the current-year period as compared to the prior-year period. The
increase in monthly absorption rate to 4.6 was due to an exceptionally strong
demand environment in January and February of the current-year period, as well
as a significant improvement in market conditions during the latter half of May
and into June, notwithstanding reduced demand in the month of April due to
COVID-19. In addition, two of our new community openings were particularly
well-received by the market, which resulted in an increased sales pace.
Trendmaker Homes' net new home orders decreased 10% due to a 22% decrease in
average selling communities offset by a 14% increase in monthly absorption rate.
Though we experienced stronger monthly absorption rates at each of our Houston,
Austin and Dallas-Fort Worth markets in the current-year period, COVID-19 and
the volatility in the oil market negatively impacted our sales pace in the
current-year period, particularly in March and April. TRI Pointe Homes' net new
home orders increased 26% due to an 18% 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 Bay Area and Colorado markets compared to the prior-year period. Winchester
Homes reported a 27% increase in net new home orders as a result of a 42%
increase in monthly absorption rate offset by a 10% decrease in average selling
communities. 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.
                                     - 42 -
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New Homes Delivered, Homes Sales Revenue and Average Sales Price by Segment
(dollars in thousands)
                                       Six Months Ended June 30, 2020                                                                               Six Months Ended June 30, 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                                305          $   158,426          $   519                    180          $    95,214          $     529                        69  %                66  %                (2) %
Pardee Homes                           619              420,684              680                    567              329,562                581                         9  %                28  %                17  %
Quadrant Homes                          92               80,106              871                    111              113,702              1,024                       (17) %               (30) %               (15) %
Trendmaker Homes                       463              217,377              469                    404              187,130                463                        15  %                16  %                 1  %
TRI Pointe Homes                       518              365,143              705                    523              364,543                697                        (1) %                 -  %                 1  %
Winchester Homes                       190              120,044              632                    154               94,690                615                        23  %                27  %                 3  %
Total                                2,187          $ 1,361,780          $   623                  1,939          $ 1,184,841          $     611                        13  %                15  %                 2  %



Home sales revenue increased $176.9 million, or 15%, to $1.4 billion for the six
months ended June 30, 2020. The increase was comprised of (i) $151.5 million
related to an increase of 248 new homes delivered in the six months ended
June 30, 2020 compared to the prior-year period, and (ii) $25.4 million related
to an increase of $12,000 in average sales price of homes delivered in the six
months ended June 30, 2020 compared to the prior-year period.
Maracay home sales revenue increased 66% due to an 69% 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
28% due to a 17% increase in average sales price and a 9% 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 decreased 30% due to a 17% decrease
in new homes delivered and a 15% decrease in average sales price. The decrease
in new homes delivered was due to timing and the impact of COVID-19-related
construction delays. Trendmaker Homes' home sales revenue increased 16% due to a
15% increase in new homes delivered. The increase in new homes delivered was due
to the timing of deliveries. TRI Pointe Homes' home sales revenue was flat, as
we achieved consistent new homes delivered and average sales price. Home sales
revenue increased at Winchester Homes by 27% due to a 23% increase in new homes
delivered and a 3% 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)
                                                                            

Six Months Ended June 30,


                                                              2020                 %                  2019                 %
Home sales revenue                                       $ 1,361,780              100.0  %       $ 1,184,841              100.0  %
Cost of home sales                                         1,074,316               78.9  %           996,220               84.1  %
Homebuilding gross margin                                    287,464               21.1  %           188,621               15.9  %
Add: interest in cost of home sales                           38,623                2.8  %            32,262                2.7  %
Add: impairments and lot option abandonments                   1,729                0.1  %             5,490                0.5  %
Adjusted homebuilding gross margin(1)                    $   327,816               24.1  %       $   226,373               19.1  %
Homebuilding gross margin percentage                            21.1  %                                 15.9  %
Adjusted homebuilding gross margin percentage(1)                24.1  %                                 19.1  %


__________


(1)Non-GAAP financial measure (as discussed below).
Our homebuilding gross margin percentage increased to 21.1% for the six months
ended June 30, 2020 as compared to 15.9% 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 delivered homes impacted by the weaker
pricing trends experienced in the second half of 2018. In addition, we benefited
from the favorable impact of higher current-year period revenue from some of our
long-dated California assets, 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 24.1% for the
six months ended June 30, 2020, compared to 19.1% for the prior-year period.
                                     - 43 -
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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
                                                       Six Months Ended June 30,                                         Home Sales Revenue
                                                      2020                     2019                 2020                     2019
Sales and marketing                             $     87,831               $  86,054                    6.4  %                     7.3  %
General and administrative (G&A)                      77,391                  75,451                    5.7  %                     6.4  %
Total sales and marketing and G&A               $    165,222               $ 161,505                   12.1  %                    13.6  %



Total SG&A as a percentage of home sales revenue decreased to 12.1% for the six
months ended June 30, 2020, compared to 13.6% in the prior-year period. Total
SG&A expense increased $3.7 million to $165.2 million for the six months ended
June 30, 2020 from $161.5 million in the prior-year period.
Sales and marketing expense as a percentage of home sales revenue decreased to
6.4% for the six months ended June 30, 2020, compared to 7.3% 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 15% increase in
homebuilding revenue compared to the prior-year period. In addition, we realized
some cost savings related to the workforce reduction plan implemented in May
2020. Sales and marketing expense increased to $87.8 million for the six months
ended June 30, 2020 compared to $86.1 million in the prior-year period due
primarily to higher variable commission costs associated with higher home sales
revenue.
G&A expense as a percentage of home sales revenue decreased to 5.7% of home
sales revenue for the six months ended June 30, 2020 compared to 6.4% for the
prior-year period largely due to higher leverage on our G&A expense as a result
of the 15% increase in homebuilding revenue compared to the prior-year
period. In addition, G&A expense was favorably impacted by the realization of
cost savings related to our workforce reduction plan implemented in May 2020.
G&A expense increased to $77.4 million for the six months ended June 30, 2020
compared to $75.5 million for the prior-year period.
Interest
Interest, which we incurred principally to finance land acquisitions, land
development and home construction, totaled $42.6 million and $45.3 million for
the six months ended June 30, 2020 and 2019, respectively. All interest incurred
in both periods was capitalized.
Income Tax
For the six months ended June 30, 2020, we recorded a tax provision of $28.0
million based on an effective tax rate of 24.0%. For the six months ended
June 30, 2019, we recorded a tax provision of $9.2 million based on an effective
tax rate of 25.8%. The increase in provision for income taxes is due to a $80.9
million increase in income before income taxes to $116.4 million for the six
months ended June 30, 2020, compared to $35.5 million for the prior-year period.
Financial Services Segment
Income before income taxes from our financial services operations increased to
$6.0 million for the six months ended June 30, 2020 compared to $2.9 million for
the prior-year period. This increase is due to higher home sales volume in the
six months ended June 30, 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 services,
and property and casualty insurance operations.
                                     - 44 -
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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
                                            June 30,                              (Decrease)
                                       2020          2019         Amount           %
Lots Owned
Maracay                               2,070         2,234          (164)             (7) %
Pardee Homes                         12,622        13,649        (1,027)             (8) %
Quadrant Homes                        1,010           853           157              18  %
Trendmaker Homes                      2,672         1,924           748              39  %
TRI Pointe Homes                      2,497         2,759          (262)             (9) %
Winchester Homes                        878         1,211          (333)            (27) %
Total                                21,749        22,630          (881)             (4) %
Lots Controlled(1)
Maracay                               1,420         1,377            43               3  %
Pardee Homes                            328           755          (427)            (57) %
Quadrant Homes                            -           589          (589)           (100) %
Trendmaker Homes                      1,541           778           763              98  %
TRI Pointe Homes                      3,872         1,646         2,226             135  %
Winchester Homes                        890           342           548             160  %
Total                                 8,051         5,487         2,564              47  %
Total Lots Owned or Controlled(1)    29,800        28,117         1,683     

6 %

__________

(1)As of June 30, 2020 and 2019, lots controlled represented lots that were under land or lot option contracts or purchase contracts.



Liquidity and Capital Resources
Overview
Our principal uses of capital for the six months ended June 30, 2020 were
operating expenses, land purchases, land development and home construction. 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 March 2020, we
borrowed a total of $500 million under our revolving credit facility to, in
part, safeguard our balance sheet as the credit and banking market showed signs
of distress in the wake of the COVID-19 outbreak. In June 2020, we determined
that any concerns regarding near term access to liquidity had sufficiently
receded and, as a result, we repaid all outstanding amounts under our revolving
credit facility. While the current economic environment resulting from the
COVID-19 pandemic 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 on maintaining a strong balance sheet
while maximizing flexibility as to future land spend. As of June 30, 2020, we
had total liquidity of $1.0 billion, including cash and cash equivalents of
$474.5 million and $559.4 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.
                                     - 45 -
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Senior Notes
In June 2020, TRI Pointe Group issued $350 million aggregate principal amount of
5.700% Senior Notes due 2028 (the "2028 Notes") at 100.00% of their aggregate
principal amount. Net proceeds of this issuance were $345.2 million, after debt
issuance costs and discounts. The 2028 Notes mature on June 15, 2028 and
interest is paid semiannually in arrears on June 15 and December 15.
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
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. On June 3, 2020, the Company commenced a cash tender offer
for any and all of the outstanding 2021 Notes at a price of $1,025 per $1,000
principal amount of 2021 Notes tendered before the expiration of the tender
offer. The principal amount of 2021 Notes tendered was $216.3 million, or 72% of
the outstanding principal amount, after which $83.7 million principal amount of
2021 Notes remained outstanding as of June 30, 2020. The remaining outstanding
principal amount of $83.7 million was fully paid in July 2020 in connection with
the redemption of the remaining 2021 Notes.
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 June 30, 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 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 June 30, 2020, we had no outstanding debt under the Revolving Facility and
there was $559.4 million of availability after considering the borrowing base
provisions and outstanding letters of credit. As of June 30, 2020, we had $250
million outstanding debt under the Term Facility with an interest rate of 1.52%.
As of June 30, 2020, there were $3.7 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 $488,000 and $1.2 million as of June 30, 2020 and
December 31, 2019, respectively.
At June 30, 2020 and December 31, 2019, we had outstanding letters of credit of
$40.6 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.
                                     - 46 -
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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
                                                                  June 30,              June 30,
Financial Covenants                                                 2020                  2020
Consolidated Tangible Net Worth                                $ 2,016,173          $    1,497,799
(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                                                         32.4  %                    ?55%
(Not to exceed 55%)
Interest Coverage Test                                                 6.0                       ?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 June 30, 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 June 30, 2020, we did not repurchase any shares under the
2020 Repurchase Program. For the six months ended June 30, 2020, we repurchased
and retired an aggregate of 6,558,323 shares of our common stock at an average
price of $15.55 under the 2019 Repurchase Program and 2020 Repurchase Program
for a total of $102.0 million.
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):
                                     - 47 -
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                                       June 30, 2020      December 31, 2019
Loans Payable                         $    250,000       $         250,000
Senior Notes                             1,166,189               1,033,985
Total debt                               1,416,189               1,283,985
Stockholders' equity                     2,175,799               2,186,530
Total capital                         $  3,591,988       $       3,470,515
Ratio of debt-to-capital(1)                   39.4  %                 37.0  %

Total debt                            $  1,416,189       $       1,283,985
Less: Cash and cash equivalents           (474,545)               (329,011)
Net debt                                   941,644                 954,974
Stockholders' equity                     2,175,799               2,186,530
Net capital                           $  3,117,443       $       3,141,504
Ratio of net debt-to-net capital(2)           30.2  %                 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-Six Months Ended June 30, 2020 Compared to Six Months Ended June 30,
2019
For the six months ended June 30, 2020 as compared to the six months ended
June 30, 2019:
•Net cash provided by operating activities increased by $270.2 million to $166.2
million for the six months ended June 30, 2020, from net cash used of $103.9
million for the six months ended June 30, 2019. The change was comprised of
offsetting activity, including (i) a decrease in cash used for real estate
inventory purchases of $104.6 million, (ii) an increase in net income to $88.4
million for the six months ended June 30, 2020 compared to $26.3 million in the
prior-year period, (iii) a decrease in cash used for accrued expenses and other
liabilities of $75.2 million to $5.8 million in the six months ended June 30,
2020 compared to $81.0 million in the prior-year period, (iv) offset by changes
in other assets, receivables, accounts payable, deferred income taxes and
returns on investments in unconsolidated entities.
•Net cash used in investing activities was $37.7 million for the six months
ended June 30, 2020, compared to $13.8 million for the prior-year period. The
increase in cash used in investing activities was due mainly to an increase in
investments in unconsolidated entities.
•Net cash provided by financing activities was $17.0 million for the six months
ended June 30, 2020, compared to net cash provided by financing activities of
$11.6 million for the prior-year period. Net cash provided by financing
activities in the current-year period was comprised of the issuance of $350
million principal amount of 2028 Notes, of which we used approximately $216
million to purchase a portion of our 2021 Notes pursuant to a tender offer,
resulting in a net borrowing of approximately $134 million. This activity was
offset by $102.0 million of cash used for share repurchases for the current-year
period, compared to no similar cash transactions for the prior-year period.
Off-Balance Sheet Arrangements and Contractual Obligations
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
                                     - 48 -
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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 June 30, 2020, we had $81.7 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 $816.2 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 and the impacts of the COVID-19 pandemic.

Description of Projects and Communities Under Development The following table presents project information relating to each of our markets as of June 30, 2020 and includes information on current projects under development where we are building and selling homes.


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Maracay
                                                                         Cumulative                                                                     Homes
                                                                           Homes                                                                      Delivered
                            Year of                Total                 Delivered                    Lots                Backlog as of              for the Six                Sales Price
                             First               Number of                 as of                  Owned as of               June 30,                Months Ended                   Range
County, Project, City     Delivery(1)             Lots(2)              June 30, 2020            June 30, 2020(3)           2020(4)(5)               June 30, 2020            (in thousands)(6)
Phoenix, Arizona
City of Buckeye:
Arroyo Seco                   2020                      44                          -                       44                      20                           -               $414 - $478
City of Chandler:
Mission Estates               2019                      26                         21                        5                       5                           9               $537 - $598
Windermere Ranch              2019                      91                         39                       52                      34                          19               $532 - $572
Canopy North                  2020                     129                          -                       12                       -                           -               $471 - $540
Canopy South                  2020                     112                          -                       11                       -                           -               $556 - $578
City of Gilbert:
Lakes At Annecy               2019                     216                         66                      150                      47                          30              $289 - $363
Annecy P3                     2021                     251                          -                      251                       -                           -              $259 - $331
Lakeview Trails               2019                      92                         64                       28                      20                          23              $570 - $655
Lakeview Trails II            2021                      68                          -                       68                       6                           -              $570 - $655
Copper Bend                   2020                      38                          9                       29                      21                           9              $492 - $511
Avocet at Waterston           2020                     115                          -                      115                      24                           -              $526 - $611
Brighton at Waterston         2020                      88                          -                       88                      24                           -              $632 - $676
Domaine at Waterston          2020                     128                          -                      128                      18                           -              $774 - $819
City of Goodyear:
Villages at Rio Paseo         2018                     117                        101                       16                       7                          40               $204 - $234
Cottages at Rio Paseo         2018                      93                         84                        9                       4                           3               $243 - $264
Sedella                       2021                      75                          -                       75                       -                           -               $441 - $521
City of Mesa:
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                        191                       81                      22                          29               $530 - $616
Enclave at The Meadows        2018                     126                         98                       28                      21                          28               $417 - $512
Deseo                         2019                      94                         23                       71                      34                          17               $528 - $622
City of Phoenix:
Loma @ Avance                 2019                     124                         47                       77                      17                          25               $400 - $459
Ranger @ Avance               2019                     145                         28                      117                      33                          26               $439 - $511
Piedmont @ Avance             2019                      99                         21                       78                      16                          19               $515 - $530
Alta @ Avance                 2020                      26                          5                       21                       9                           5               $630 - $659
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                      29                           -               $494 - $514
Pathfinder North At Spur
Cross                         2020                      65                          1                       64                      16                           1               $575 - $589
Closed Communities            N/A                        -                          -                        -                       -                          20
Phoenix, Arizona Total                               3,154                        866                    2,070                     427                         303
Tucson, Arizona
Closed Communities            N/A                        -                          -                        -                       -                           2
Tucson, Arizona Total                                    -                          -                        -                       -                           2
Maracay Total                                        3,154                        866                    2,070                     427                         305



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Pardee Homes
                                                                       Cumulative                                                                 Homes
                                                                         Homes                    Lots                                          Delivered
                          Year of                Total                 Delivered              Owned as of           Backlog as of              for the Six                 Sales Price
                           First               Number of                 as of                  June 30,              June 30,                Months Ended                    Range
County, Project, City   Delivery(1)             Lots(2)              June 30, 2020              2020(3)              2020(4)(5)               June 30, 2020             (in thousands)(6)
California
San Diego County:
Sendero                     2019                     112                         80                   32                      20                          19             $1,470 - $1,600
Vista Santa Fe              2019                      44                         30                   14                      13                          12             $1,910 - $2,010
Terraza                     2019                      81                         70                   11                      11                          24             $1,360 - $1,430
Carmel                      2019                     105                         62                   43                      12                          15             $1,530 - $1,640
Vista Del Mar               2019                      79                         46                   33                      12                          13             $1,670 - $1,800
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                         95                   34                      12                          18               $790 - $865
Veraz                       2018                     111                         74                   37                      13                          28               $425 - $500
Solmar                      2019                      74                         37                   37                       9                          28               $390 - $485
Solmar Sur                  2021                     108                          -                  108                       -                           -               $390 - $485
Marea                       2020                     143                          -                  143                       -                           -               $365 - $435
PA61 Townhomes              2021                     170                          -                  170                       -                           -                   TBD
Meadowood                   TBD                      844                          -                  844                       -                           -               $390 - $630
South Otay Mesa             TBD                      893                          -                  893                       -                           -                   TBD
Los Angeles County:
Cresta                      2018                      67                         42                   25                      11                           8               $830 - $890
Verano                      2017                      95                         65                   30                      10                          10               $550 - $650
Arista                      2017                     143                        101                   42                      10                          10               $740 - $800
Lyra                        2019                     141                         53                   88                      27                          20                $650 - $720
Sola                        2019                     189                         79                  110                      39                          18                $560 - $610
Luna                        2020                     114                          -                  114                      19                           -                $615 - $660
Strata                      2021                     292                          -                  292                       -                           -                $550 - $670
Skyline Ranch Future        TBD                      334                          -                  334                       -                           -                    TBD
Riverside County:
Canyon Hills Future 70
x 115                       TBD                      125                          -                  125                       -                           -                   TBD
Westlake                    2020                     163                          -                  163                      26                           -               $310 - $325
Daybreak                    2017                     159                        140                   19                      16                          17               $360 - $385
Abrio                       2018                     113                         89                   24                      16                          19               $415 - $450
Cascade                     2017                     194                        169                   25                      21                          11               $335 - $360
Beacon                      2018                     106                         83                   23                      17                          12               $510 - $560
Alisio                      2019                      84                         69                   15                      14                          18               $300 - $335
Elan                        2019                      96                         18                   78                      17                           6               $390 - $425
Mira                        2019                      95                         13                   82                       9                           3               $365 - $395
Avid                        2019                      68                         21                   47                       4                           4               $340 - $365
Vita                        2019                     115                         32                   83                      11                           4               $315 - $340
Sundance Future Active
Adult                       TBD                      330                          -                  330                       -                           -                   TBD
Avena                       2018                      84                         66                   18                      10                          14               $455 - $485
Braeburn                    2018                      82                         65                   17                      13                          20               $415 - $450
Overland at Spencer's
Crossing                    2021                      85                          -                   85                       -                           -               $485 - $515
Canvas                      2018                      89                         85                    4                       4                          27               $405 - $430
Kadence                     2018                      85                         64                   21                      15                          15               $420 - $435
Newpark                     2018                      93                         56                   37                      17                          14               $445 - $490
Easton                      2018                      92                         46                   46                      16                          12               $480 - $530
Compass at Audie
Murphy Ranch                2021                      52                          -                   52                       -                           -               $450 - $510
Tournament Hills
Future                      TBD                      268                          -                  268                       -                           -                   TBD
Terramor                    2022                      75                          -                   75                       -                           -                   TBD
Arroyo                      2020                     110                          -                  110                      38                           -               $305 - $350
Cienega                     2020                     106                          -                  106                      41                           -               $310 - $345


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Centerstone                     2021         120            -           120          -          -         $320 - $335
Landmark                        2021         130            -           130          -          -         $340 - $365
Horizon                         2021         130            -           130          -          -         $395 - $420
Atwell Future                   TBD        3,742            -         3,742          -          -             TBD
San Joaquin County:
Bear Creek                      TBD        1,252            -         1,252          -          -             TBD
Closed Communities              N/A            -            -             -          -         11
California Total                          12,681        1,850        10,831        523        430
Nevada
Clark County:
Tera Luna                       2018         116           39            77          7         10          $560 - $670
Linea                           2018         123          121             2          2         13          $370 - $410
Strada 2.0                      2019          62           17            45         29         12          $460 - $550
Strada III                      2021          30            -            30          -          -
Arden                           2020          79            -            79          7          -         $390 - $430
Capri                           2020         114            -           114         13          -          $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           48            26         12         23          $305 - $335
Midnight Ridge                  2020         104            9            95         26          9         $525 - $645
Axis                            2017          52           53             -          -          3         $860 - $1,125
Axis at the Canyons             2019          26           15            10          4          3          $800 - $920
Cobalt                          2017         107           86            21          4         12          $380 - $460
Onyx                            2018          88           65            23         19         13          $470 - $510
Pivot                           2017          88           87             1          -          1          $405 - $470
Nova Ridge                      2017          78           74             4          -          5          $670 - $850
Nova Ridge at the Cliffs        2019          30            7            23          6          4          $670 - $850
Corterra                        2018          53           44             9          3         10          $455 - $545
Highline                        2020          59            1            58          8          1          $470 - $570
Indogo                          2018         202          101           101         15         24          $300 - $370
Larimar                         2018         106           49            57          8         18         $355 - $420
Blackstone                      2018         105           60            45         10         11         $410 - $510
35 x 90 Product                 TBD          140            -           140          -          -             TBD
Cirrus                          2019          54           20            34         15         13         $370 - $410
Sandalwood                      2020         116            -           116         28          -         $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
Closed Communities              N/A            -            -             -          -          4
Nevada Total                               2,687          896         1,791        216        189
Pardee Total                              15,368        2,746        12,622        739        619



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Quadrant Homes
                                                                       Cumulative                                                                 Homes
                                                                          Homes                   Lots                                          Delivered
                           Year of                Total                 Delivered             Owned as of           Backlog as of              for the Six                  Sales Price
                            First               Number of                 as of                 June 30,              June 30,                Months Ended                     Range
County, Project, City    Delivery(1)             Lots(2)              June 30, 2020             2020(3)              2020(4)(5)               June 30, 2020              (in thousands)(6)

Washington

Snohomish County:
Grove North, Bothell         2019                      43                        21                   22                      22                          10                $780 - $910
Trailside at Meadowdale
Beach, Edmonds               2021                      38                         -                   38                       -                           -                $735 - $785
Cypress, Lynnwood            2021                      42                         -                   42                       -                           -                $535 - $655
King County:
Vareze, Kirkland             2020                      82                        14                   68                      28                          14                $720 - $895
Cedar Landing, North
Bend                         2019                     138                        35                  103                      47                          11                $780 - $920
Monarch Ridge,
Sammamish                    2019                      59                        20                   39                      34                           7              $1,000 - $1,285
Overlook at Summit
Park, Maple Valley           2019                     126                        43                   83                      30                          14                $595 - $765
Aurea, Sammamish             2019                      41                        21                   20                      15                          12                $675 - $821
Aldea, Newcastle             2019                     129                        52                   77                      18                          14                $685 - $838
Lario, Bellevue              2020                      46                         7                   39                      25                           7               $905 - $1,197
Lakeview Crest, Renton       2020                      17                         -                   17                       1                           -              $1,400 - $1,875
Eagles Glen, Sammamish       2020                      10                         -                   10                       5                           -              $1,150 - $1,525
Willows 124, Redmond         2023                     173                         -                  173                       -                           -                $745 - $930
Finn Meadows, Kirkland       2020                      10                         2                    8                       3                           2              $1,050 - $1,245
Woodlands Reserve,
Kirkland                     2022                      37                         -                   37                       -                           -               $945 - $1,350
Hazelwood Gardens,
Newcastle                    2021                      15                         -                   15                       -                           -              $1,180 - $1,340
Kitsap County:
Blue Heron, Poulsbo          2022                      85                         -                   85                       -                           -                $536 - $706
McCormick Villages,
Port Orchard                 2021                      88                         -                   88                       -                           -                $470 - $525
Poulsbo Meadows,
Poulsbo                      2021                      46                         -                   46                       -                           -                $515 - $551

Closed Communities           N/A                        -                         -                    -                       -                           1                    N/A
Washington Total                                    1,225                       215                1,010                     228                          92
Quadrant Total                                      1,225                       215                1,010                     228                          92







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Trendmaker Homes
                                                                                            Cumulative                                                                Homes
                                                                                               Homes                  Lots                                          Delivered
                                                Year of                Total                 Delivered             Owned as of          Backlog as of              for the Six                 Sales Price
                                                 First               Number of                 as of                June 30,              June 30,                Months Ended                    Range
County, Project, City                         Delivery(1)             Lots(2)              June 30, 2020             2020(3)             2020(4)(5)               June 30, 2020             (in thousands)(6)
Texas
Brazoria County:
Rise Meridiana                                    2016                      47                        46                   1                       -                           3               $348 - $369
Fort Bend County:
Cross Creek Ranch 60', Fulshear                   2013                      48                        26                  22                       3                          14               $431 - $567
Cross Creek Ranch 65', Fulshear                   2013                      89                        66                  23                       4                           7               $463 - $677
Cross Creek Ranch 70', Fulshear                   2013                     107                        87                  20                       9                          16               $525 - $663
Cross Creek Ranch 80', Fulshear                   2013                      71                        67                   4                       3                          18               $664 - $785
Cross Creek Ranch 90', Fulshear                   2013                      49                        36                  13                       8                           2               $700 - $816
Fulshear Run 1/2 Acre, Richmond                   2016                     145                        54                  91                       -                           4                   $646
Harvest Green 75', Richmond                       2015                      63                        52                  11                       6                           9               $454 - $581
Sienna Plantation 80', Missouri City              TBD                       25                         -                  25                       1                           -               $573 - $640
Sienna Plantation 85', Missouri City              2015                      54                        45                   9                       2                           9               $589 - $636
Grayson Woods 60'                                 2019                      37                         8                  29                      10                           7               $434 - $438
Grayson Woods 70'                                 2019                      26                        10                  16                      10                           8               $502 - $577
Katy Gaston                                       TBD                      129                         -                 129                       -                           -                   TBD
Harris County:
The Groves, Humble                                2015                     117                        99                  18                       5                          10               $315 - $371
Lakes of Creekside 80'                            2016                      17                        15                   2                       -                           6               $475 - $611
Lakes of Creekside 65'                            TBD                       18                         -                  18                       -                           -               $400 - $450
Balmoral 50'                                      2019                      46                        11                  35                       3                           4               $255 - $337
Bridgeland '80, Cypress                           2015                     141                       120                  21                       8                          12               $621 - $705
Bridgeland 70'                                    2018                      41                        32                   9                       3                          15               $498 - $583
Villas at Bridgeland 50'                          2018                      48                        20                  28                       2                           4               $350 - $405
Falls at Dry Creek                                2019                      20                         9                  11                       4                           6               $530 - $685
Grant-Cyp-Rosehill                                TBD                      428                         -                 428                       -                           -                   TBD
Hidden Arbor, Cypress (Land)                      TBD                      156                       129                  27                       2                           -               $365 - $465
Clear Lake, Houston (Land)                        2015                     772                       661                 111                      28                          65               $439 - $707
Northgrove, Tomball                               TBD                       25                         7                  18                       -                           -                   TBD
The Woodlands, Creekside Park                     2015                     131                       128                   3                       1                          11               $450 - $459
Montgomery County:
Grand Central Park                                TBD                       17                         -                  17                       -                           -               $299 - $340
Rodriguez                                         TBD                      342                         -                 342                       -                           -                   TBD
Royal Brook, Porter                               2019                      26                         7                  19                       4                           4               $349 - $450
Waller County:
LakeHouse                                         2019                     351                        68                 283                      27                          37               $269 - $619
Williamson County:
Crystal Falls - Lots for Sale                     2016                      29                        25                   4                       -                           -                   TBD
Rancho Sienna 60'                                 2016                      51                        41                  10                       3                           8               $380 - $500
Highlands at Mayfield Ranch 50'                   2019                      63                        42                  21                      23                          12               $303 - $420
Highlands at Mayfield Ranch 60'                   2019                      46                        24                  22                      18                          10               $351 - $485
Meyer Ranch                                       TBD                       10                         -                  10                       3                           -               $300 - $485
Rancho Sienna 50'                                 2019                      54                        15                  39                       9                           7               $300 - $439
Palmera Ridge                                     2019                      49                        30                  19                      15                          14               $291 - $360
Hays County:
6 Creeks 50' Section 1 & 2                        2020                      35                        12                  23                      10                          12               $269 - $352
6 Creeks 60' Section 1 & 2                        2020                      15                         4                  11                       5                           4               $309 - $375
Travis County:
Lakes Edge 80'                                    2018                      14                        13                   1                       1                           3                   $797
Turner's Crossing (Land)                          TBD                      324                         -                 324                       -                           -                   TBD
Williamson County:
Cressman Tract (Land)                             TBD                       85                         -                  85                       -                           -                   TBD


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Collin County:
Creeks of Legacy, Celina          2020             24                 -              24                -                 -             $349 - $379
Miramonte, Frisco                 2016             62                60               2                2                 8             $475 - $560
Retreat at Craig Ranch,
McKinney                          2012            165               159               6                1                 5             $375 - $415
Dallas County:
Vineyards, Rowlett                2017             40                36               4                3                 8             $368 - $480
Denton County:
Glenview, Frisco                  2017             50                42               8                5                10             $345 - $485
Paloma Creek, Little Elm          2015            267               187              80               19                10             $275 - $390
Parks at Legacy, Prosper          2017             55                39              16                8                 7             $384 - $495
Valencia, Little Elm              2016             82                63              19                4                 6             $350 - $444
Villages of Carmel, Denton        2017             96                92               4                2                12             $290 - $360
Kaufman County:
Gateway Parks, Forney             2020             12                 -              12                -                 -             $270 - $355
Rockwall County:
Heath Golf and Yacht, Heath       2016            112                88              24                7                14             $294 - $490
Woodcreek, Fate                   2017            153               102              51               13                14             $267 - $330
Tarrant County:
Chisholm Trail Ranch, Fort
Worth                             2017            104                75              29                9                11             $270 - $375
Lakes of River Trails, Fort
Worth                             2011            172               158              14               10                 4             $317 - $416
Ventana, Benbrook                 2017             94                67              27                8                12             $318 - $430
Closed Communities                N/A               -                 -               -                -                 1
Texas Total                                     5,849             3,177           2,672              321               463
Trendmaker Homes Total                          5,849             3,177           2,672              321               463



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TRI Pointe Homes

                                                                        Cumulative                                                                 Homes
                                                                           Homes                   Lots                                          Delivered
                           Year of                Total                  Delivered              Owned as of          Backlog as of              for the Six                   Sales Price
                            First               Number of                  as of                 June 30,              June 30,                 Months Ended                     Range
County, Project, City    Delivery(1)             Lots(2)               June 30, 2020              2020(3)             2020(4)(5)               June 30, 2020               (in thousands)(6)
Southern California
Orange County:
Varenna at Orchard
Hills, Irvine                2016                     135                         112                  23                       6                           11              $1,223 - $1,306
Lyric                        2019                      70                          62                   8                       5                           21                $779 - $946
Windbourne                   2019                      46                          20                  26                      24                           14              $1,164 - $1,276

Cerise at Canvas             2020                      40                           2                  38                       5                            2                $795 - $823
Violet at Canvas             2020                      48                           7                  41                      12                            7                $545 - $735
Claret at Canvas             2020                      48                           5                  43                      16                            5                $560 - $671
San Diego County:
Prism at Weston              2018                     142                         106                  36                      32                           15                $574 - $644
Riverside County:
Citron at Bedford            2019                     101                          70                  31                      14                           24                $387 - $398
Cassis at Rancho Soleo       2020                      79                           -                  79                      17                            -                $492 - $507
Cava at Rancho Soleo         2020                      63                           -                  63                      13                            -                $386 - $417
Cerro at Rancho Soleo        2020                     103                           -                 103                      14                            -                $375 - $430
Los Angeles County:
Tierno at Aliento            2017                      63                          49                  14                       3                            -                $667 - $710
Tierno II at Aliento         2018                      63                          47                  16                      13                           16                $667 - $701
Paloma at West Creek         2018                     155                         151                   4                       4                           19                $475 - $550
Mystral                      2019                      78                          53                  25                      25                            5                $629 - $685
Celestia                     2019                      72                          67                   5                       5                           17                $597 - $633
San Bernardino County:
Ivy at The Preserve          2019                     113                          19                  94                      21                           14                $355 - $427
Hazel at The Preserve        2020                     133                          24                 109                      35                           24                $360 - $426
Tempo at The Resort          2020                      80                           -                  80                      16                            -                $504 - $565
Closed Communities           N/A                        -                           -                   -                       -                           27
Southern California
Total                                               1,632                         794                 838                     280                          221
Northern California
Contra Costa County:
Greyson Place                2019                      44                          28                  16                      12                           12                $835 - $960
Santa Clara County:
Madison Gate                 2018                      65                          60                   5                       5                           13               $729 - $1,134
Blanc at Glen Loma           2019                      49                          15                  34                      28                           10                $735 - $785
Noir at Glen Loma            2019                      64                          15                  49                      14                            6                $815 - $865
Lotus at Urban Oak           2023                      65                           -                  65                       -                            -               $940 - $1,064
Solano County:
Bloom at Green Valley,
Fairfield                    2018                      91                          87                   4                       4                           12                $557 - $597
Lantana, Fairfield           2019                     133                          75                  58                      13                           20                $483 - $528
One Lake                     2021                      45                           -                  45                       -                            -
San Joaquin County:
Sundance, Mountain
House                        2015                     113                         108                   5                       5                            -                $668 - $760
Sundance II, Mountain
House                        2017                     138                         113                  25                      25                           14                $653 - $731
River Islands                2021                      24                           -                  24                       7                            -                $467 - $519
Alameda County:
Onyx at Jordan Ranch,
Dublin                       2017                     105                          93                  12                       6                           13                $914 - $966
Apex, Fremont                2018                      77                          76                   1                       1                           19                $734 - $996
Palm, Fremont                2019                      31                          15                  16                       8                            7              $2,250 - $2,392
Ellis at Central
Station, Oakland             2020                     128                           -                 128                       5                            -                $740 - $815
Sonoma County:
Riverfront Petaluma          2021                       5                           -                   5                       -                            -                $740 - $901
Sacramento County:


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Natomas                   TBD               94                   -               94                 -                   -               $360 - $412
Mangini - Brookstone      2020              47                  15               32                19                  15               $576 - $655
Mangini - Waterstone      2020              40                  12               28                18                  12               $630 - $733
Placer County:
La Madera                 2019             102                  33               69                12                  23               $461 - $546
San Francisco County:
Cambridge Street (SFA)    2020              54                   -               54                 -                   -             $1,145 - $1,388
Closed Communities        N/A                -                   -                -                 -                   2
Northern California
Total                                    1,514                 745              769               182                 178
California Total                         3,146               1,539            1,607               462                 399
Colorado
Douglas County:
Terrain Ravenwood
Village (3500)            2018             157                 110               47                21                  22               $390 - $429
Terrain Ravenwood
Village (4000)            2018             100                  92                8                 8                  22               $415 - $481
Trails at Crowfoot        2021             100                   -              100                 -                   -                   TBD
Sterling Ranch Alley      2020              80                   -               80                 1                   -                   TBD
Sterling Ranch TH         2021              46                   -               46                 -                   -                   TBD
Canyons 4500              2020              89                   1               88                12                   1               $774 - $974
Terrain Sunstone          2021              74                   -               74                 -                   -                   TBD
Jefferson County:
Candelas 4020 Series,
Arvada                    2019              98                  72               26                23                  26               $471 - $531
Crown Point,
Westminster               2019              64                  57                7                 6                  26               $449 - $491
Candelas TH, Arvada       2022              92                   -               92                 -                   -                   TBD
Arapahoe County:
Whispering Pines,
Aurora                    2016             115                 108                7                 7                  13               $611 - $681
Adonea 3500, Aurora       2020              71                   -               71                12                   -               $393 - $435
Adams County:
Reunion Alley, Commerce
City                      2021              50                   -               50                 -                   -                   TBD
Closed Communities        N/A                -                   -                -                 -                   9
Colorado Total                           1,136                 440              696                90                 119
North Carolina
Wake County:
Lakeview Townhomes,
Raleigh, NC               2020              23                   -               23                 -                   -               $335 - $351
Townes at North Salem
St., Apex, NC             2021              55                   -               55                 -                   -               $312 - $339
Mecklenburg County:
Mayes Hall, Davidson,
NC                        2021              50                   -               50                 -                   -               $335 - $406
North Carolina Total                       128                   -              128                 -                   -
South Carolina
York County:
Balsam, Rock Hill, SC     2021              53                   -               53                 -                   -               $279 - $304
Ashburn, York County,
SC                        2020              13                   -               13                 -                   -               $258 - $294
South Carolina Total                        66                   -               66                 -                   -
TRI Pointe Total                         4,476               1,979            2,497               552                 518



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Winchester Homes
                                                                         Cumulative                                                                   Homes
                                                                            Homes                    Lots                                           Delivered
                             Year of               Total                  Delivered               Owned as of           Backlog as of              for the Six                   Sales Price
                              First              Number of                  as of                  June 30,               June 30,                 Months Ended                     Range
County, Project, City      Delivery(1)            Lots(2)               June 30, 2020               2020(3)              2020(4)(5)               June 30, 2020               (in thousands)(6)
Maryland
Anne Arundel County:
Two Rivers Townhomes,
Crofton                        2017                    152                          79                    73                       9                           14                $454 - $535
Two Rivers Cascades SFD,
Crofton                        2018                     43                          35                     8                       8                           10                $520 - $590
Watson's Glen,
Millersville                   2015                    103                           9                    94                      20                            5                $368 - $381
Frederick County:
Landsdale, Monrovia
Landsdale SFD                  2015                    222                         180                    42                      20                           20                $515 - $607
Landsdale Townhomes            2015                    100                         100                     -                       -                            3                Closed Out
Landsdale TND Neo SFD          2015                     77                          66                    11                      11                            7                $450 - $483
Montgomery County:
Cabin Branch, Clarksburg
Cabin Branch SFD               2014                    359                         252                   107                      21                           15                $560 - $775
Cabin Branch Avenue
Townhomes                      2017                     86                          86                     -                       -                            4                Closed Out
Cabin Branch Crossings
Townhomes                      2019                    114                           7                   107                      29                            6                $422 - $493
Cabin Branch Manor
Townhomes                      2014                    428                         367                    61                      13                           16                $393 - $464
Preserve at Stoney Spring
- Lots for Sale                TBD                       2                           -                     2                       -                            -
Glenmont MetroCenter,
Silver Spring                  2016                    171                         146                    25                      25                           15                $460 - $518
Chapman Row, Rockville         2019                     61                          16                    45                      22                            6                $700 - $750
North Quarter, North
Bethesda                       2020                    104                           9                    95                      12                            9                $620 - $670
Maryland Total                                       2,022                       1,352                   670                     190                          130
Virginia
Fairfax County:
Stuart Mill, Oakton -
Lots for Sale                  TBD                       5                           -                     5                       -                            -                    TBD
Westgrove, Fairfax             2018                     24                          22                     2                       2                            3              $1,001 - $1,107
West Oaks Corner, Fairfax      2019                    188                          41                   147                      53                           15                $705 - $830
Bren Pointe SFA, Fairfax       2020                     13                           -                    13                       -                            -                    TBD
Loudoun County:
Brambleton, Ashburn
Birchwood Bungalows AA         2018                     55                          43                     8                      12                           10                $582 - $639
Birchwood Carriages AA         2019                     45                          20                    25                      26                           19                $537 - $570
Willowsford Grant II,
Aldie                          2017                     55                          47                     8                       8                            9              $1,000 - $1,255
Closed Communities             N/A                       -                           -                     -                       -                            4
Virginia Total                                         385                         173                   208                     101                           60
Winchester Total                                     2,407                       1,525                   878                     291                          190

Combined Company Total                              32,479                      10,508                21,749                   2,558                        2,187


__________
(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 June 30, 2020 include owned lots in backlog as of June 30,
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 June 30, 2020, 1,679 homes are under construction, 345 homes
have completed construction, and 534 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.
                                     - 58 -

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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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