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8-K - 8-K - AV Homes, Inc.earningsreleaseq313v6.htm


AV Homes, Inc. Announces Third Quarter Results
Strong Revenue Growth Drives Improved Results

Scottsdale, AZ (November 6, 2013) - AV Homes, Inc. (Nasdaq: AVHI), a developer and builder of active adult and conventional home communities in Arizona, Florida and North Carolina, today announced results for its third quarter ended September 30, 2013. AV Homes reported third quarter revenue of $35.0 million, a 22% increase from $28.7 million in the third quarter of 2012. Net loss to stockholders for the third quarter of 2013 improved to $1.9 million, from a loss of $11.6 million in the third quarter of 2012.

For loss per share calculation purposes, net loss attributable to common stockholders in the third quarter of 2013 was $13.8 million, or $0.86 per share, which includes a reduction of $11.9 million, or $0.74 per share, for deemed dividends related to the recognition of a beneficial conversion feature embedded in the convertible preferred stock issued in connection with the $135 million investment made by TPG in June. This non-cash item was recorded in accordance with ASC 470-20 and has no net impact on total stockholders’ equity or book value. This compares to a net loss attributable to common stockholders of $11.6 million, or $0.92 per share, in the third quarter of 2012.

President and Chief Executive Officer Roger A. Cregg said the Company continues to generate momentum on its strategy to increase revenues, improve gross margins, leverage its overhead expense and expand its geographic footprint. “Despite the slower market conditions the industry experienced in the third quarter as a result of the higher mortgage rates, increasing home prices and the political uncertainty in Washington, our order rates improved over the prior year on fewer community counts,” Cregg said.

The increase in revenue for the third quarter of 2013 compared to the prior year period was driven by strong volume increases and improved pricing. During the third quarter of 2013, the Company closed on 147 homes, a 79% increase from the 82 homes closed during the third quarter of 2012. The dollar value of the closings reported in the third quarter of 2013 increased 83% to $31.9 million, from $17.4 million during the third quarter of 2012 as the average unit price per closing rose to $217,000 from $212,000 in the third quarter of 2012.

The number of new housing contracts signed, net of cancellations, during the three months ended September 30, 2013 increased 5% to 104 units, compared to 99 units during the same period in 2012. The dollar value of the contracts signed during the third quarter increased 6% to $26.2 million, compared to $24.6 million during the same period one year ago. The backlog of homes under contract but not yet closed at





September 30, 2013 increased 17% to 233 units, representing a dollar volume of $58.2 million, compared to 200 units with a dollar volume of $48.5 million at September 30, 2012.
    
During the three months ended September 30, 2013, the Company reported $0.7 million in revenue from the sale of commercial, industrial and other land, which generated $0.6 million in operating income to the Company compared to $8.7 million in revenue and $0.4 million in operating income during the third quarter of 2012.

During the third quarter 2013, the Company recorded two non-recurring items. The Company changed its plans to sell certain assets in Florida resulting in a reclassification of the assets from held for sale to land held and used. Accordingly, a $0.9 million credit was recorded to reverse the previous impairment charge. Secondly, the Company made a correction to the amount of interest that was capitalized, resulting in an additional $1.6 million of capitalized interest recorded in the third quarter 2013 that related to prior quarters in 2013.

Results for the Nine Months ended September 30, 2013
For the nine-month period ended September 30, 2013, the Company reported a net loss to common stockholders of $11.3 million, on revenues of $89.7 million, compared to a net loss to common stockholders of $31.4 million, on revenues of $74.3 million for the nine months ended September 30, 2012.

For loss per share calculation purposes, the 2013 year to date net loss attributable to common stockholders was $23.2 million, or $1.67 per share, which includes the reduction of $11.9 million, or $0.85 per share, for deemed dividends related to the recognition of a beneficial conversion embedded in the convertible preferred stock issued in connection with the $135 million investment made by TPG in June. This compares to a loss attributable to common shareholders of $31.4 million, or $2.50 per share, in the third quarter 2012.

During the nine months ended September 30, 2013, the Company reported 310 home closings, a 52% increase from the 204 homes closed during the first nine months of 2012, and a corresponding increase in the dollar volume of closings during the nine months of 2013 to $71.8 million, a 58% increase from $45.5 million in the same period of 2012. For the nine month period ended September 30, 2013, the average unit price per closing increased 4% to $232,000, from $223,000 as reported for the same period one year ago.

For the nine-month period ended September 30, 2013, the Company reported 358 new housing contracts signed, net of cancellations, a 17% increase over the 306 contracts signed during the nine months





ended September 30, 2012. The dollar value of the contracts signed during the first nine months of 2013 increased 19% to $86.1 million as compared to $72.4 million in the same period of 2012.

For the nine-month period ended September 30, 2013, the Company reported revenue from the sale of commercial, industrial and other land of $9.6 million, generating $4.2 million in operating income, compared to $20.8 million of revenue and $5.2 million of operating income in the same period during 2012.

The Company will hold a conference call and webcast on Thursday, November 7, 2013 to discuss its third quarter financial results. The conference call will begin at 8:30 a.m. EST. The conference call can be accessed live over the telephone by dialing (877) 643-7158 or for international callers by dialing (914) 495-8565; please dial-in 10 minutes before the start of the call. A replay will be available on November 7, 2013 at 11:30 a.m. and can be accessed by dialing (855) 859-2056 or for international callers by dialing (404) 537-3406; the conference ID is 94193835. The replay will be available until November 14, 2013. In order to access the live webcast, please go to the Investors section of AV Homes’ website at www.avhomesinc.com and click on the webcast link that will be made available. A replay will be available shortly after the original webcast.

AV Homes, Inc. is engaged in homebuilding, community development and land sales in Florida, Arizona and North Carolina. Its principal operations are conducted near Orlando, Florida, Phoenix, Arizona and Raleigh, North Carolina markets. The Company builds communities that serve active adults 55 years and older and people of all ages. AV Homes common shares trade on NASDAQ under the symbol AVHI.



This news release, the conference call and the webcast contain "forward-looking statements" within the meaning of the U.S. federal securities laws, which statements may include information regarding the plans, intentions, expectations, future financial performance, or future operating performance of AV Homes, Inc. Forward-looking statements are based on the expectations, estimates, or projections of management as of the date of this news release, the conference call and the webcast. Although our management believes these expectations, estimates, or projections to be reasonable as of the date of this news release, the conference call and the webcast, forward-looking statements are inherently subject to significant business risks, economic and competitive uncertainties, or other contingencies which could cause our actual results or performance to differ materially from what may be expressed or implied in the forward-looking statements. Important factors that could cause our actual results or performance to differ materially from our forward-looking statements include those set forth in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2012, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013 and June 30, 2013 and in our other filings with the Securities and Exchange Commission, which filings are available on www.sec.gov. AV Homes disclaims any intention or obligation to update or revise any forward-looking statements to reflect subsequent events and circumstances, except to the extent required by applicable law.


Investor Contact:     






Mike Burnett
480-214-7408
m.burnett@avhomesinc.com








AV HOMES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations and Comprehensive Income (Loss)
For the nine and three months ended September 30, 2013 and 2012
(unaudited)
(Dollars in thousands except per share amounts)
 
Nine Months
 
Three Months
 
2013
 
2012
 
2013
 
2012
Revenues
 
 
 
 
 
 
 
Real estate revenues
 
 
 
 
 
 
 
Homebuilding
$
79,420

 
$
52,645

 
$
34,167

 
$
19,673

Commercial and industrial and other land sales
9,556

 
20,753

 
674

 
8,696

Other real estate
496

 
367

 
57

 
157

Total real estate revenues
89,472

 
73,765

 
34,898

 
28,526

Interest income
130

 
95

 
96

 
32

Other
73

 
468

 
5

 
94

Total revenues
89,675

 
74,328

 
34,999

 
28,652

 
 
 
 
 
 
 
 
Expenses
 
 
 
 
 
 
 
Real estate expenses
 
 
 
 
 
 
 
Homebuilding
78,515

 
60,119

 
32,725

 
21,456

Commercial and industrial and other land sales
5,352

 
15,592

 
95

 
8,142

Other real estate
2,654

 
3,344

 
1,255

 
102

Total real estate expenses
86,521

 
79,055

 
34,075

 
29,700

Impairment charges (reversal of impairment charges)
(925
)
 
7,364

 
(970
)
 
3,784

Loss on extinguishment of debt

 
1,144

 

 
1,144

General and administrative expenses
11,882

 
10,296

 
3,885

 
3,633

Interest expense
2,515

 
6,256

 
(1,020
)
 
1,903

Total expenses
99,993

 
104,115

 
35,970

 
40,164

Loss from unconsolidated entities
(84
)
 
(117
)
 
(7
)
 
(38

Loss before income taxes
(10,402
)
 
(29,904
)
 
(978
)
 
(11,550
)
Income tax (expense) benefit

 

 

 

Net loss and comprehensive loss
(10,402
)
 
(29,904
)
 
(978
)
 
(11,550
)
Net income (loss) attributable to non-controlling interests in consolidated entities
899

 
1,475

 
899

 
33

Net loss and comprehensive loss attributable to AV Homes stockholders
$
(11,301
)
 
$
(31,379
)
 
$
(1,877
)
 
$
(11,583
)
 
 
 
 
 
 
 
 
Reconciliation of net loss to loss attributable to common stockholders
 
 
 
 
 
 
 
Net loss
$
(11,301
)
 
$
(31,379
)
 
$
(1,877
)
 
$
(11,583
)
Deemed dividend related to beneficial conversion feature of convertible preferred stock (see Note A and Note J for additional information)
(11,894

 

 
(11,894
)
 

Loss attributable to AV Homes common stockholders
$
(23,195
)
 
$
(31,379
)
 
$
(13,771
)
 
$
(11,583
)
 
 
 
 
 
 
 
 
Basic and Diluted Loss Per Share
$
(1.67
)
 
$
(2.5
)
 
$
(0.86
)
 
$
(0.92
)








AV HOMES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the nine months ended September 30, 2013 and 2012
(unaudited)
(Dollars in thousands)
 
Nine Months
 
2013
 
2012
OPERATING ACTIVITIES
 
 
 
Net loss (including net gain or loss attributable to non-controlling interests)
$
(10,402
)
 
$
(29,904
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
Depreciation and amortization
2,064

 
3,522

Amortization of stock-based compensation
976

 
1,113

Impairment of land and other inventories
(925

 
7,364

Loss on extinguishment of debt

 
1,144

Loss from unconsolidated entities
84

 
117

Loss from disposal of assets
22

 

Changes in operating assets and liabilities:
 
 
 
Restricted cash
334

 
2,788

Receivables, net
406

 
340

Income tax receivable
1,293

 

Land and other inventories
(32,071
)
 
(6,194
)
Assets held for sale
(1,228

 
8,028

Prepaid expenses and other assets
744

 
(1,116

Accounts payable, estimated development liability, and accrued and other liabilities
5,298

 
(814

Customer deposits and deferred revenues
2,310

 
188

NET CASH USED IN OPERATING ACTIVITIES
(31,095
)
 
(13,424
)
 
 
 
 
INVESTING ACTIVITIES
 
 
 
Investment in property and equipment
(856
)
 
(3,466
)
Return of capital from unconsolidated entities

 
13

Investment in unconsolidated entities
(99
)
 
(98
)
NET CASH USED IN INVESTING ACTIVITIES
(955
)
 
(3,551
)
 
 
 
 
FINANCING ACTIVITIES
 
 
 
Issuance of common shares
35,805

 

Issuance of preferred shares
92,042

 

Debt issuance costs
 
 
(1,683
)
Contributions from consolidated joint venture partner
596

 
294

Distributions to consolidated joint venture partner
(7
)
 
(1,785
)
Payment of withholding taxes related to restricted stock and units withheld
(34
)
 
(445
)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
128,402

 
(3,619
)
 
 
 
 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
96,352

 
(20,594
)
Cash and cash equivalents at beginning of period
79,815

 
124,316

CASH AND CASH EQUIVALENTS AT END OF  PERIOD
$
176,167

 
$
103,722

 
 
 
 
Non-cash transaction:
 
 
 
Transfer from assets held for sale to land and other inventories and property and equipment
6,341

 
 
Beneficial conversion feature (deemed dividend)
11,894

 
 
Common stock issued for conversion of preferred stock
92,042

 
 






AV HOMES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Dollars in thousands except per share amounts)
 
 
September 30, 2013
 
December 31, 2012
Assets
(unaudited)
 
 
Cash and cash equivalents
$
176,167

 
$
79,815

Restricted cash
4,348

 
4,682

Land and other inventories
204,040

 
171,044

Receivables, net
6,324

 
6,730

Income tax receivable

 
1,293

Property and equipment, net
38,431

 
36,661

Investments in and notes receivable from unconsolidated entities
1,235

 
1,220

Prepaid expenses and other assets
10,033

 
10,777

Assets held for sale
23,877

 
25,649

Total Assets
$
464,455

 
$
337,871

Liabilities and Equity
 
 
 
 
 
 
 
Liabilities
 
 
 
Accounts payable
8,927

 
4,656

Accrued and other liabilities
13,738

 
12,978

Customer deposits and deferred revenues
4,295

 
1,985

Estimated development liability for sold land
33,241

 
32,974

Notes payable
105,402

 
105,402

Total Liabilities
$
165,603

 
$
157,995

 
 
 
 
Contingent convertible cumulative redeemable preferred stock

 

 
 
 
 
Equity
 
 
 
Common Stock, par value $1 per share
 
 
 
Authorized:  50,000,000 shares
 
 
 
Issued:          22,112,813 shares at September 30, 2013
 
 
 
12,938,157 shares at December 31, 2012
22,113

 
12,938

Additional paid-in capital
393,871

 
262,363

Retained (deficit) earnings
(129,305
)
 
(106,110
)
 
286,679

 
169,191

Treasury stock: at cost, 110,874 shares at September 30, 2013 and December 31, 2012
(3,019
)
 
(3,019
)
Total AV Homes stockholders’ equity
283,660

 
166,172

Non-controlling interests
15,192

 
13,704

Total Equity
298,852

 
179,876

Total Liabilities and Equity
$
464,455

 
$
337,871







The following table provides a comparison of certain financial data related to our operations for the nine and three months ended September 30, 2013 and 2012:





 
Nine Months
 
Three Months
 
2013
 
2012
 
2013
 
2012
Operating income (loss):
 
 
 
 
 
 
 
Active adult communities
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
Homebuilding
$
35,910

 
$
24,072

 
$
17,304

 
7,732

Amenity
5,349

 
5,200

 
1,988

 
1,644

Expenses
 
 
 
 
 
 
 
Homebuilding
30,160

 
25,467

 
14,214

 
10,741

Homebuilding selling, general and administrative
6,380

 
9,439

 
1,838

 
2,838

Amenity
6,177

 
5,426

 
2,070

 
1,599

Segment operating income (loss)
(1,458
)
 
(11,060
)
 
1,170

 
(5,802)

 
 
 
 
 
 
 
 
Primary residential
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
Homebuilding
36,330

 
21,533

 
14,658

 
9,672

Amenity
1,831

 
1,840

 
217

 
625

Expenses
 
 
 
 
 
 
 
Homebuilding
30,747

 
20,995

 
13,029

 
10,158

Homebuilding selling, general and administrative
3,198

 
3,295

 
1,063

 
1,015

Amenity
1,923

 

 
536

 
(1,168)

Segment operating income (loss)
2,293

 
(917
)
 
247

 
292

 
 
 
 
 
 
 
 
Commercial and industrial and other land sales
 
 
 
 
 
 
 
Revenues
9,556

 
20,753

 
674

 
8,696

Expenses
5,352

 
15,592

 
95

 
8,248

Segment operating income
4,204

 
5,161

 
579

 
448

 
 
 
 
 
 
 
 
Other operations
 
 
 
 
 
 
 
Revenues
496

 
367

 
58

 
157

Expenses
303

 
212

 
119

 
70

Segment operating income (loss)
193

 
155

 
(61
)
 
87

 
 
 
 
 
 
 
 
Operating income (loss)
5,232

 
(6,661
)
 
1,935

 
(4,975)

 
 
 
 
 
 
 
 
Unallocated income (expenses):
 
 
 
 
 
 
 
Interest income
130

 
95

 
96

 
32

Equity loss from unconsolidated entities
(84
)
 
(117
)
 
(7
)
 
(38)

Loss on extinguishment of debt

 
(1,144
)
 

 
(1,144)

Net (gain)/loss attributable to non-controlling interests
(899
)
 
(1,475
)
 
(899
)
 
(33

Corporate general and administrative expenses
(11,882
)
 
(10,296
)
 
(3,885
)
 
(3,633)

Interest expense
(2,515
)
 
(6,256
)
 
1,020

 
(1,903)

Other real estate expenses, net
(2,241
)
 
(2,664
)
 
(1,095
)
 
125

(Impairment) reversal of impairment charge of land developed or held for future development
958

 
(2,861
)
 
958

 
(14)

Loss before income taxes
(11,301
)
 
(31,379
)
 
(1,877
)
 
(11,583)

Income tax benefit

 

 

 

Net loss attributable to AV Homes
$
(11,301
)
 
$
(31,379
)
 
$
(1,877
)
 
(11,583






 
Data from closings for the active adult and primary residential homebuilding segments for the nine and three months ended September 30, 2013 and 2012 is summarized as follows:

For the nine months ended September 30,
Number of Units
 
Revenues
 
Average Price Per Unit
2013
 
 
 
 
 
Active adult communities
149
 
$
35,705

 
$
240

Primary residential
161
 
36,127

 
$
224

Total
310
 
$
71,832

 
$
232

2012
 
 
 
 
 
Active adult communities
100
 
$
24,021

 
$
240

Primary residential
104
 
21,497

 
$
207

Total
204
 
$
45,518

 
$
223

 
 
 
 
 
 
For the three months ended September 30,
Number of Units
 
Revenues
 
Average Price Per Unit
2013
 
 
 
 
 
Active adult communities
76
 
$
17,257

 
$
227

Primary residential
71
 
14,634

 
$
206

Total
147
 
$
31,891

 
$
217

2012
 
 
 
 
 
Active adult communities
34
 
$
7,731

 
$
227

Primary residential
48
 
9,674

 
$
202

Total
82
 
$
17,405

 
$
212

 
Data from contracts signed for the active adult and primary residential homebuilding segments for the nine and three months ended September 30, 2013 and 2012 is summarized as follows:





For the nine months ended September 30,
Gross Number
of Contracts
Signed
 
Cancellations
 
Contracts Signed,
Net of
Cancellations
 
Dollar
Value
 
Average
Price Per
Unit
2013
 
 
 
 
 
 
 
 
 
Active adult communities
292
 
(39)
 
253
 
$
60,353

 
$
239

Primary residential
173
 
(68)
 
105
 
25,769

 
$
245

Total
465
 
(107)
 
358
 
$
86,122

 
$
241

 
 
 
 
 
 
 
 
 
 
2012
 
 
 
 
 
 
 
 
 
Active adult communities
169
 
(46)
 
123
 
$
30,880

 
$
251

Primary residential
215
 
(32)
 
183
 
41,551

 
$
227

Total
384
 
(78)
 
306
 
$
72,431

 
$
237

 
 
 
 
 
 
 
 
 
 
For the three months ended September 30,
 
 
 
 
 
 
 
 
 
2013
 
 
 
 
 
 
 
 
 
Active adult communities
93
 
(14)
 
79
 
$
19,670

 
$
249

Primary residential
49
 
(24)
 
25
 
6,536

 
$
261

Total
142
 
(38)
 
104
 
$
26,206

 
$
252

 
 
 
 
 
 
 
 
 
 
2012
 
 
 
 
 
 
 
 
 
Active adult communities
48
 
(9)
 
39
 
$
9,973

 
$
256

Primary residential
68
 
(8)
 
60
 
14,659

 
$
244

Total
116
 
(17)
 
99
 
$
24,632

 
$
249


Backlog for the active adult and primary residential homebuilding segments as of September 30, 2013 and 2012 is summarized as follows:
 
 
As of September 30,
Number of
 Units
 
Dollar
Volume
 
Average Price
Per Unit
2013
 
 
 
 
 
Active adult communities
167
 
41,401
 
$
248

Primary residential
66
 
16,837
 
$
255

Total
233
 
58,238
 
$
250

2012
 
 
 
 
 
Active adult communities
68
 
18,578
 
$
273

Primary residential
132
 
29,903
 
$
227

Total
200
 
48,481
 
$
242