IRVINE, Calif., Feb. 5, 2014 /PRNewswire/ -- Standard Pacific Corp. (NYSE: SPF) today announced results for the year and fourth quarter ended December 31, 2013.

2013 Highlights and Comparisons to 2012


    --  Net income of $188.7 million, or $0.47 per diluted share, vs. net income
        of $531.4 million, or $1.44 per diluted share (2012 diluted earnings per
        share of $0.21*, excluding $454 million deferred tax asset valuation
        allowance reversal)
    --  Pretax income of $257.7 million, up 230%
    --  Net new orders of 4,898, up 22%
    --  Backlog of 1,700 homes, up 21%; Dollar value of backlog up 55%
    --  166 average active selling communities, up 7%
    --  Home sale revenues of $1,899.0 million, up 60%
    --  Average selling price of $413 thousand, up 14%
    --  4,602 new home deliveries, up 40%
    --  Gross margin from home sales of 24.6%, compared to 20.5%
    --  SG&A rate from home sales of 12.1%, compared to 14.5%
    --  Operating margin from home sales of $236.5 million, or 12.5%, compared
        to $71.4 million, or 6.0%
    --  $807.9 million of land purchases and development costs, compared to
        $719.6 million

2013 Fourth Quarter Highlights and Comparisons to the 2012 Fourth Quarter


    --  Net income of $64.8 million, or $0.16 per diluted share, vs. $486.9
        million, or $1.22 per diluted share ($0.08* per diluted share, excluding
        $454 million deferred tax asset valuation allowance reversal)
    --  Pretax income of $101.0 million, up 205%
    --  Net new orders of 878, down 11%; Dollar value of net new orders up 9%
    --  173 average active selling communities, up 15%
    --  Home sale revenues of $598.5 million, up 58%
    --  Average selling price of $446 thousand, up 15%
    --  1,343 new home deliveries, up 38%
    --  Gross margin from home sales of 26.8%, compared to 20.8%
    --  SG&A rate from home sales of 11.3%, a 180 basis point improvement
    --  Operating margin from home sales of $92.6 million, or 15.5%, compared to
        $29.1 million, or 7.7%
    --  $216.0 million of land purchases and development costs, compared to
        $270.7 million

Scott Stowell, the Company's Chief Executive Officer commented, "I am pleased with our strong financial performance in 2013, the fourth most profitable year in Standard Pacific Homes' nearly 50-year history and our highest annual pretax earnings since 2005." Mr. Stowell added, "The execution of our strategy continues to drive top line revenue and profitability and is reflected in our strong results."

Revenues from home sales for the 2013 fourth quarter increased 58%, to $598.5 million, as compared to the prior year period, resulting primarily from a 38% increase in new home deliveries and a 15% increase in the Company's consolidated average home price to $446 thousand. The increase in average home price was primarily attributable to general price increases within a majority of the Company's markets and a decrease in the use of sales incentives. The increase in new home deliveries was driven by a 50% year-over-year increase in the number of homes in beginning backlog expected to close during the quarter.

Gross margin from home sales for the 2013 fourth quarter increased to 26.8% compared to 20.8% in the prior year period. The 600 basis point year-over-year increase was primarily attributable to price increases and a decrease in the use of sales incentives. Excluding previously capitalized interest costs, gross margin from home sales was 32.2%* for the 2013 fourth quarter versus 28.9%* for the 2012 fourth quarter.

The Company's 2013 fourth quarter SG&A expenses (including Corporate G&A) were $67.9 million compared to $49.4 million, down 180 basis points as a percentage of home sale revenues to 11.3%, compared to 13.1% for the 2012 fourth quarter. The improvement in the Company's SG&A rate was primarily due to a 58% increase in revenues from home sales and reflects the operating leverage inherent in our business.

Net new orders for the 2013 fourth quarter decreased 11% from the 2012 fourth quarter to 878 homes. The year-over-year decrease is primarily attributable to a decrease in the Company's monthly sales absorption rate to 1.7 per community for the 2013 fourth quarter, compared to 2.2 per community in both the 2012 fourth quarter and the 2013 third quarter. The Company's cancellation rate for the 2013 fourth quarter was 21%, compared to 15% for the 2012 fourth quarter and 20% for the 2013 third quarter. Our 2013 fourth quarter cancellation rate increased from the historically low levels we experienced in the prior year period, but was consistent with our average historical cancellation rate over the last 10 years. As a percentage of beginning backlog our cancellation rate was 7.9% in the quarter, a 20 basis point increase from the same period last year.

The dollar value of homes in backlog increased 55% to $800.5 million, or 1,700 homes, compared to $515.5 million, or 1,404 homes, as of the end of fiscal year 2012, and was down 17% compared to $964.1 million, or 2,165 homes, as of the end of the 2013 third quarter. The increase in year-over-year backlog value was driven primarily by a 28% increase in the average selling price of the homes in backlog, reflecting the continued execution of our strategy to focus on the move-up buyer, the shift to more to-be-built homes that have a longer construction cycle, and pricing opportunities in select markets.

Cash used in operating activities was $27.8 million for the 2013 fourth quarter versus $112.0 million in the 2012 fourth quarter. During the 2013 fourth quarter, the Company spent $216.0 million on land purchases and development costs, compared to $270.7 million for the 2012 fourth quarter. Excluding land purchases and development costs, cash inflows from operating activities for the 2013 fourth quarter were $185.7 million* versus $158.8 million* in the 2012 fourth quarter. The year-over-year increase in cash inflows from operating activities (excluding land purchases and development costs) was primarily due to a 58% increase in home sale revenues.

The Company purchased $116.9 million of land (2,231 homesites) during the 2013 fourth quarter, of which 38% (based on homesites) was located in Florida, 22% in the Carolinas, 20% in Texas and 16% in California, with the balance spread throughout the Company's other operations. As of December 31, 2013, the Company owned or controlled 35,175 homesites, of which 22,790 are owned and actively selling or under development, 7,442 are controlled or under option, and the remaining 4,943 homesites are held for future development or for sale. The homesites owned that are actively selling or under development represent a 5.0 year supply based on the Company's deliveries for the year ended December 31, 2013.

Earnings Conference Call

A conference call to discuss the Company's 2013 full year and fourth quarter results will be held at 12:00 p.m. Eastern time February 6, 2014. The call will be broadcast live over the Internet and can be accessed through the Company's website at http://ir.standardpacifichomes.com. The call will also be accessible via telephone by dialing (877) 638-9069 (domestic) or (647) 438-1132 (international); Passcode: 2285500. The audio transmission with the slide presentation will be available on our website for replay within 2 to 3 hours following the live broadcast, and can be accessed by dialing (888) 203-1112 (domestic) or (719) 457-0820 (international); Passcode: 2285500.

About Standard Pacific

Standard Pacific Homes (NYSE: SPF) has been building beautiful, high-quality homes and neighborhoods since its founding in Southern California in 1965. With a trusted reputation for quality craftsmanship, an outstanding customer experience and exceptional architectural design, the Company utilizes its decades of land acquisition, development and homebuilding expertise to successfully navigate today's complex landscape to acquire and build desirable communities in locations that meet the high expectations of the Company's targeted move-up homebuyers. Currently offering new homes in major metropolitan areas in Arizona, California, Colorado, Florida, North Carolina, South Carolina, and Texas, we invite you to learn more about us by visiting standardpacifichomes.com.

This news release contains forward-looking statements. These statements include but are not limited to statements regarding new home orders, deliveries, backlog, absorption rates, average home price, pricing power, revenue, profitability, cash flow, liquidity, gross margin, overhead expenses and other costs; community count; product mix; the benefit of, and execution on, our strategy; supply; demand; our future performance and the future condition of the economy and the housing market. Forward-looking statements are based on our current expectations or beliefs regarding future events or circumstances, and you should not place undue reliance on these statements. Such statements involve known and unknown risks, uncertainties, assumptions and other factors many of which are out of the Company's control and difficult to forecast that may cause actual results to differ materially from those that may be described or implied. Such factors include but are not limited to: local and general economic and market conditions, including consumer confidence, employment rates, interest rates, the cost and availability of mortgage financing, and stock market, home and land valuations; the impact on economic conditions, terrorist attacks or the outbreak or escalation of armed conflict involving the United States; the cost and availability of suitable undeveloped land, building materials and labor; the cost and availability of construction financing and corporate debt and equity capital; our significant amount of debt and the impact of restrictive covenants in our debt agreements; our ability to repay our debt as it comes due; changes in our credit rating or outlook; the demand for and affordability of single-family homes; the supply of housing for sale; cancellations of purchase contracts by homebuyers; the cyclical and competitive nature of the Company's business; governmental regulation, including the impact of "slow growth" or similar initiatives; delays in the land entitlement process, development, construction, or the opening of new home communities; adverse weather conditions and natural disasters; environmental matters; risks relating to the Company's mortgage banking operations; future business decisions and the Company's ability to successfully implement the Company's operational and other strategies; litigation and warranty claims; and other risks discussed in the Company's filings with the Securities and Exchange Commission, including in the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2012 and subsequent Quarterly Reports on Form 10-Q. The Company assumes no, and hereby disclaims any, obligation to update any of the foregoing or any other forward-looking statements. The Company nonetheless reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this press release. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.

Contact:
Jeff McCall, EVP & CFO (949) 789-1655, jmccall@stanpac.com

*Please see "Reconciliation of Non-GAAP Financial Measures" at the end of this release.

(Note: Tables Follow)

                                                                                                                                                                                                                                         
                                                                                               KEY STATISTICS AND FINANCIAL DATA1
                                                                                       
                                                                                       
                                             As of or For the Three Months Ended
                                             -----------------------------------
                                                                                                                                                                                                                                            
                                       December 31,                              December 31,                                           Percentage                September 30,                                          Percentage
                                                                                                                                                                                                                                            
                                               2013                                 2012                                          or % Change                         2013                                          or % Change
                                               ----                                 ----                                          -----------                         ----                                          -----------
                                                                                       
    Operating Data                                 (Dollars in thousands)
    --------------
                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                         
    Deliveries                                                            1,343                                   973                                38%                                         1,217                               10%
                                                                                                                                                                                                                                         
    Average selling price                                                  $446                                  $388                                15%                                          $420                                6%
                                                                                                                                                                                                                                         
    Home sale revenues                                                 $598,496                              $377,674                                58%                                      $511,059                               17%
                                                                                                                                                                                                                                         
    Gross margin % (including land
     sales)                                                                26.8%                                 18.7%                              8.1%                                          25.3%                             1.5%
                                                                                                                                                                                                                                         
    Gross margin % from home sales                                         26.8%                                 20.8%                              6.0%                                          25.3%                             1.5%
                                                                                                                                                                                                                                         
    Gross margin % from home sales
     (excluding interest amortized
                                                                                                                                                                                                                                         
         to cost of home sales)*
                                                                                                                                                                           
     32.2%                                                                 28.9%     3.3%                                                          31.2%              1.0%
                                                                                                                                                                                                                                         
    Incentive and stock-based
     compensation expense                                                $9,442                                $7,013                                35%                                        $8,023                               18%
                                                                                                                                                                                                                                         
    Selling expenses                                                    $28,114                               $19,362                                45%                                       $24,301                               16%
                                                                                                                                                                                                                                         
    G&A expenses (excluding incentive
     and stock-based
                                                                                                                                                                                                                                         
         compensation expenses)
                                                                                                                                                                           
                                            $30,304                                                          $23,067                                31%                                       $29,615                                2%
                                                                                                                                                                                                                                         
    SG&A expenses                                                       $67,860                               $49,442                                37%                                       $61,939                               10%
                                                                                                                                                                                                                                         
    SG&A % from home sales                                                 11.3%                                 13.1%                            (1.8%)                                          12.1%                           (0.8%)
                                                                                                                                                                                                                                         
    Operating margin from home sales                                    $92,648                               $29,127                               218%                                       $67,426                               37%
                                                                                                                                                                                                                                         
    Operating margin % from home
     sales                                                                 15.5%                                  7.7%                              7.8%                                          13.2%                             2.3%
                                                                                                                                                                                                                                         
    Net new orders (homes)                                                  878                                   983                              (11%)                                         1,110                             (21%)
                                                                                                                                                                                                                                         
    Net new orders (dollar value)                                      $418,828                              $385,461                                 9%                                      $510,668                             (18%)
                                                                                                                                                                                                                                         
    Average active selling
     communities                                                            173                                   150                                15%                                           168                                3%
                                                                                                                                                                                                                                         
    Monthly sales absorption rate per
     community                                                              1.7                                   2.2                              (23%)                                           2.2                             (23%)
                                                                                                                                                                                                                                         
    Cancellation rate                                                        21%                                   15%                                6%                                            20%                               1%
                                                                                                                                                                                                                                         
    Gross cancellations                                                     234                                   178                                31%                                           272                             (14%)
                                                                                                                                                                                                                                         
    Cancellations from current
     quarter sales                                                           64                                    71                              (10%)                                           124                             (48%)
                                                                                                                                                                                                                                         
    Backlog (homes)                                                       1,700                                 1,404                                21%                                         2,165                             (21%)
                                                                                                                                                                                                                                         
    Backlog (dollar value)                                             $800,494                              $515,469                                55%                                      $964,148                             (17%)
                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                         
    Cash flows (uses) from operating
     activities                                                        $(27,820)                            $(111,980)                               75%                                       $22,808
                                                                                                                                                                                                                                         
    Cash flows (uses) from investing
     activities                                                        $(14,707)                              $(1,610)                            (813%)                                       $(2,296)                           (541%)
                                                                                                                                                                                                                                         
    Cash flows (uses) from financing
     activities                                                         $42,690                              $(19,311)                                                                        $261,980                             (84%)
                                                                                                                                                                                                                                         
    Land purchases (incl. seller
     financing and JV purchases)                                       $116,856                              $204,796                              (43%)                                       $69,196                               69%
                                                                                                                                                                                                                                         
    Adjusted Homebuilding EBITDA*                                      $135,469                               $68,802                                97%                                      $101,953                               33%
                                                                                                                                                                                                                                         
    Adjusted Homebuilding EBITDA
     Margin %*                                                             22.3%                                 16.4%                              5.9%                                          19.9%                             2.4%
                                                                                                                                                                                                                                         
    Homebuilding interest incurred                                      $37,546                               $35,095                                 7%                                       $34,766                                8%
                                                                                                                                                                                                                                         
    Homebuilding interest capitalized
     to inventories owned                                               $36,889                               $33,664                                10%                                       $34,118                                8%
                                                                                                                                                                                                                                         
    Homebuilding interest capitalized
     to investments in JVs                                                 $657                                  $851                              (23%)                                          $648                                1%
                                                                                                                                                                                                                                         
    Interest amortized to cost of
     sales (incl. cost of land sales)                                   $32,909                               $33,784                               (3%)                                       $30,322                                9%

                                                                                        
                                                      For the Year Ended
                                                      ------------------
                                                                                                                                                            
                                       December 31,                               December 31,                                           Percentage
                                                                                                                                                            
                                               2013                                  2012                                          or % Change
                                               ----                                  ----                                          -----------
                                                                                        
    Operating Data                                  (Dollars in thousands)
    --------------
                                                                                                                                                          
                                                                                                                                                          
    Deliveries                                                             4,602                                 3,291                                40%
                                                                                                                                                          
    Average selling price                                                   $413                                  $362                                14%
                                                                                                                                                          
    Home sale revenues                                                $1,898,989                            $1,190,252                                60%
                                                                                                                                                          
    Gross margin % (including land
     sales)                                                                 24.5%                                 19.7%                              4.8%
                                                                                                                                                          
    Gross margin % from home sales                                          24.6%                                 20.5%                              4.1%
                                                                                                                                                          
    Gross margin % from home sales
     (excluding interest amortized
         to cost of home sales)*
                                                                                           
     31.0%                                                                  28.9%     2.1%
                                                                                                                                                          
    Incentive and stock-based
     compensation expense                                                $28,240                               $20,362                                39%
                                                                                                                                                          
    Selling expenses                                                     $93,005                               $65,608                                42%
                                                                                                                                                          
    G&A expenses (excluding incentive
     and stock-based
                                                                                                                                                          
         compensation expenses)
                                                                                           
                                           $109,446                                                           $86,237                                27%
                                                                                                                                                          
    SG&A expenses                                                       $230,691                              $172,207                                34%
                                                                                                                                                          
    SG&A % from home sales                                                  12.1%                                 14.5%                            (2.4%)
                                                                                                                                                          
    Operating margin from home sales                                    $236,501                               $71,415                               231%
                                                                                                                                                          
    Operating margin % from home
     sales                                                                  12.5%                                  6.0%                              6.5%
                                                                                                                                                          
    Net new orders (homes)                                                 4,898                                 4,014                                22%
                                                                                                                                                          
    Net new orders (dollar value)                                     $2,126,355                            $1,445,962                                47%
                                                                                                                                                          
    Average active selling
     communities                                                             166                                   155                                 7%
                                                                                                                                                          
    Monthly sales absorption rate per
     community                                                               2.5                                   2.2                                14%
                                                                                                                                                          
    Cancellation rate                                                         15%                                   13%                                2%
                                                                                                                                                          
    Gross cancellations                                                      852                                   621                                37%
                                                                                                                                                          
    Cancellations from current year
     sales                                                                   361                                   289                                25%
                                                                                                                                                          
                                                                                                                                                          
    Cash flows (uses) from operating
     activities                                                        $(154,216)                            $(283,116)                               46%
                                                                                                                                                          
    Cash flows (uses) from investing
     activities                                                        $(143,857)                            $(105,205)                             (37%)
                                                                                                                                                          
    Cash flows (uses) from financing
     activities                                                         $314,809                              $324,354                               (3%)
                                                                                                                                                          
    Land purchases (incl. seller
     financing and JV purchases)                                        $493,583                              $542,106                               (9%)
                                                                                                                                                          
    Adjusted Homebuilding EBITDA*                                       $383,621                              $193,903                                98%
                                                                                                                                                          
    Adjusted Homebuilding EBITDA
     Margin %*                                                              20.0%                                 15.7%                              4.3%
                                                                                                                                                          
    Homebuilding interest incurred                                      $140,865                              $141,827                               (1%)
                                                                                                                                                          
    Homebuilding interest capitalized
     to inventories owned                                               $137,990                              $129,136                                 7%
                                                                                                                                                          
    Homebuilding interest capitalized
     to investments in JVs                                                $2,875                                $6,295                              (54%)
                                                                                                                                                          
    Interest amortized to cost of
     sales (incl. cost of land sales)                                   $121,778                              $103,902                                17%

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                                                                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                                     
                                                                                                     
                                               Three Months Ended                            Year Ended
                                                  December 31,                               December 31,
                                                  ------------                               ------------
                                                                                                                                                                         
                                                             2013                             2012                             2013                             2012
                                                             ----                             ----                             ----                             ----
                                                                                                 
                                                    (Dollars in thousands, except per share
                                                                    amounts)
                                                                                                 
                                                                  (Unaudited)
                                                                                                                                                                                                 
    Homebuilding:
                                                                                                                                                                                                
      Home sale
       revenues                                                                    $598,496                         $377,674                       $1,898,989                        $1,190,252
                                                                                                                                                                                                
      Land sale revenues                                    7,955                                                    42,169                           15,620                            46,706
                                                            -----                                                    ------                           ------                            ------
                                                                                                                                                                                                
        Total revenues                                    606,451                                                   419,843                        1,914,609                         1,236,958
                                                          -------                                                   -------                        ---------                         ---------
                                                                                                                                                                                                
      Cost of home sales                                 (437,988)                                                 (299,105)                      (1,431,797)                         (946,630)
                                                                                                                                                                                                
      Cost of land sales                                   (5,945)                                                  (42,196)                         (13,616)                          (46,654)
                                                           ------                                                   -------                          -------                           -------
                                                                                                                                                                                                
        Total cost of sales                              (443,933)                                                 (341,301)                      (1,445,413)                         (993,284)
                                                         --------                                                  --------                        ---------                          --------
                                                                                                                                                                                                 
          Gross margin                                                              162,518                           78,542                          469,196                           243,674
                                                                                    -------                           ------                          -------                           -------
                                                                                                                                                                                                 
    Gross margin %                                                                    26.8%                            18.7%                            24.5%                             19.7%
                                                                                                                                                                                                
      Selling, general
       and administrative
       expenses                                           (67,860)                                                   (49,442)                        (230,691)                         (172,207)
                                                                                                                                                                                                
      Income (loss) from
       unconsolidated
       joint ventures                                        (300)                                                       617                              949                            (2,090)
                                                                                                                                                                                                
      Interest expense                                          ?                                                      (580)                               ?                            (6,396)
                                                                                                                                                                                                
      Other income
       (expense)                                            4,191                                                        (44)                           6,815                             4,664
                                                            -----                                                       ---                            -----                             -----
                                                                                                                                                                                                 
          Homebuilding pretax income                                                 98,549                           29,093                          246,269                            67,645
                                                                                     ------                           ------                          -------                            ------
                                                                                                                                                                                                 
    Financial Services:
                                                                                                                                                                                                
      Revenues                                              5,983                                                     7,051                           24,910                            21,300
                                                                                                                                                                                                
      Expenses                                             (3,765)                                                   (3,110)                         (14,159)                          (11,062)
                                                                                                                                                                                                
      Other income                                            258                                                        87                              678                               304
                                                              ---                                                       ---                              ---                               ---
                                                                                                                                                                                                 
          Financial services pretax income                                            2,476                            4,028                           11,429                            10,542
                                                                                      -----                            -----                           ------                            ------
                                                                                                                                                                                                 
    Income before taxes                                                             101,025                           33,121                          257,698                            78,187
                                                                                                                                                                                                 
    (Provision) benefit for income taxes                                            (36,205)                         453,804                          (68,983)                          453,234
                                                                                    -------                          -------                          -------                           -------
                                                                                                                                                                                                 
    Net income                                                                       64,820                          486,925                          188,715                           531,421
                                                                                                                                                                                                 
      Less: Net income allocated to preferred
       shareholder                                                                  (15,570)                        (199,646)                         (57,386)                         (224,408)
                                                                                                                                                                                                 
      Less: Net income allocated to unvested
       restricted stock                                                                 (99)                            (489)                            (265)                             (410)
                                                                                        ---                             ----                             ----                              ----
                                                                                                                                                                                                 
    Net income available to common
     stockholders                                                                   $49,151                         $286,790                         $131,064                          $306,603
                                                                                    =======                         ========                         ========                          ========
                                                                                                                                                                                                 
                                                                                                                                                                                                 
    Income Per Common Share:
                                                                                                                                                                                                
      Basic                                                                           $0.18                            $1.35                            $0.52                             $1.52
                                                                                                                                                                                                
      Diluted                                                                         $0.16                            $1.22                            $0.47                             $1.44
                                                                                                                                                                                                 
                                                                                                                                                                                                 
    Weighted Average Common Shares
     Outstanding:
                                                                                                                                                                                                
      Basic                                                                     277,212,473                      212,332,054                      253,118,247                       201,953,799
                                                                                                                                                                                                
      Diluted                                         315,284,731                                               250,562,775                      291,173,953                       220,518,897
                                                                                                                                                                                                 
                                                                                                                                                                                                 
    Weighted average additional common
     shares outstanding if preferred shares
     converted to common shares
                                                                                                                                                                                                 
                                                                                 87,812,786                      147,812,786                      110,826,557                       147,812,786
                                                                                                                                                                                                 
                                                                                                                                                                                                 
    Total weighted average diluted common
     shares outstanding if preferred shares
     converted to common shares
                                                                                                                                                                                                 
                                                                                403,097,517                      398,375,561                      402,000,510                       368,331,683

                                                                                                                                                                        
                                                               CONDENSED CONSOLIDATED BALANCE SHEETS
                                                                                                                                            
                                                                                                                                            
                                                                                   December 31,                                    December 31,
                                                                                                                                            
                                                                                                2013                                 2012
                                                                                                ----                                 ----
                                                                                                      
                                                                              (Dollars in thousands)
                                                                                                                                                                         
                                    ASSETS                                          (Unaudited)
                                                                                                                                                                        
    Homebuilding:
                                                                                                                                   
                   Cash and
                   equivalents                           $355,489                                                        $339,908
                                                                                                                                   
                   Restricted
                   cash                                               21,460                                                       26,900
                                                                                                                                   
                   Trade and other
                   receivables                             14,431                                                          10,724
                                                                                                                                                                      
                   Inventories:
                                                                                                                                                                       
                  Owned                                                                    2,536,102                                                        1,971,418
                                                                                                                                          
                  Not owned                                           98,341                                                       71,295
                                                                                                                                   
                   Investments in
                   unconsolidated
                   joint ventures                          66,054                                                          52,443
                                                                                                                                   
                   Deferred income
                   taxes, net                             375,400                                                         455,372
                                                                                                                                          
                   Other
                   assets                                                                     45,977                                                            41,918
                                                                                                                                          
                                       Total
                                       Homebuilding
                                       Assets                      3,513,254                                                       2,969,978
                                                                   ---------                                                       ---------
                                                                                                                                                                        
    Financial Services:
                                                                                                                                   
                   Cash and
                   equivalents                              7,802                                                           6,647
                                                                                                                                   
                   Restricted
                   cash                                                1,295                                                        2,420
                                                                                                                                   
                   Mortgage loans
                   held for sale,
                   net                                    122,031                                                         119,549
                                                                                                                                   
                   Mortgage loans
                   held for
                   investment, net                         12,220                                                           9,923
                                                                                                                                          
                   Other
                   assets                                                                      5,503                                                             4,557
                                                                                                                                          
                                       Total
                                       Financial
                                       Services
                                       Assets                        148,851                                                       143,096
                                                                     -------                                                       -------
                                                                                                                                                                       
                                                      Total
                                                      Assets                              $3,662,105                                                        $3,113,074
                                                                                          ==========                                                       ==========
                                                                                                                                                                        
                                                                                                                                                                        
                            LIABILITIES AND EQUITY
                                                                                                                                                                        
    Homebuilding:
                                                                                                                                   
                   Accounts
                   payable                                           $35,771                                                       $22,446
                                                                                                                                   
                   Accrued
                   liabilities                                       214,266                                                       198,144
                                                                                                                                   
                   Secured project
                   debt and other
                   notes payable                            6,351                                                          11,516
                                                                                                                                   
                   Senior notes
                   payable                              1,833,244                                                       1,530,502
                                                                                                                                          
                                       Total
                                       Homebuilding
                                       Liabilities                 2,089,632                                                       1,762,608
                                                                   ---------                                                       ---------
                                                                                                                                                                        
    Financial Services:
                                                                                                                                   
                   Accounts payable
                   and other
                   liabilities                              2,646                                                           2,491
                                                                                                                                   
                   Mortgage credit
                   facilities                             100,867                                                          92,159
                                                                                                                                   
                                                                                                                                          
                                       Total
                                       Financial
                                       Services
                                       Liabilities                   103,513                                                       94,650
                                                                     -------                                                       ------
                                                                                                                                                                       
                                                      Total
                                                      Liabilities                          2,193,145                                                         1,857,258
                                                                                           ---------                                                        ---------
                                                                                                                                                                        
    Equity:
                                                                                                                                                                     
                   Stockholders'
                   Equity:
                                                                                                                                                                     
                   Preferred
                   stock, $0.01
                   par value;
                   10,000,000
                   shares
                                                                                                                                                                     
                      authorized;
                       267,829 and
                       450,829
                       shares issued
                       and
                       outstanding
                                                                                                                                   
                      at December
                       31, 2013 and
                       2012,
                       respectively                             3                                                               5
                                                                                                                                                                     
                   Common stock,
                   $0.01 par
                   value;
                   600,000,000
                   shares
                                                                                                                                                                     
                      authorized;
                       277,618,177
                       and
                       213,245,488
                       shares
                                                                                                                                                                     
                      issued and
                       outstanding
                       at December
                       31, 2013 and
                                                                                                                                   
                      2012,
                       respectively                         2,776                                                           2,132
                                                                                                                                   
                   Additional
                   paid-in
                   capital                              1,354,814                                                       1,333,255
                                                                                                                                   
                   Accumulated
                   earnings
                   (deficit)                              111,367                                                         (77,348)
                                                                                                                                                                     
                   Accumulated
                   other
                   comprehensive
                   loss, net of
                   tax                                                                           ?                                                                (2,228)
                                                                                               ---                                                           ------
                                                                                                                                          
                                       Total
                                       Equity                      1,468,960                                                       1,255,816
                                                                   ---------                                                       ---------
                                                                                                                                                                       
                                                      Total
                                                      Liabilities
                                                      and
                                                      Equity                              $3,662,105                                                        $3,113,074
                                                                                          ==========                                                       ==========



                                   INVENTORIES


                              December 31,          December 31,

                                               2013                  2012
                                               ----                  ----

                         (Dollars in thousands)

    Inventories
     Owned:                   (Unaudited)


         Land and land
          under
          development                    $1,771,661            $1,444,161

         Homes
          completed and
          under
          construction                      628,371               427,196

         Model homes                        136,070               100,061

            Total
             inventories
             owned                       $2,536,102            $1,971,418
                                         ==========            ==========


    Inventories
     Owned by
     Segment:


         California                      $1,182,520            $1,086,159

         Southwest                          603,303               461,201

         Southeast                          750,279               424,058

            Total
             inventories
             owned                       $2,536,102            $1,971,418
                                         ==========            ==========



                                                                                                                                                                             
                                                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                                 
                                                                                                 
                                          Three Months Ended                        Year Ended
                                             December 31,                          December 31,
                                             ------------                          ------------
                                                                                                                                                          
                                                        2013                                2012                         2013                      2012
                                                        ----                                ----                         ----                      ----
                                                                                               
                                                        (Dollars in thousands)
                                                                                               
                                                              (Unaudited)
                                                                                                                                                                             
    Cash Flows From Operating
     Activities:
                                                                                                                                                                            
      Net income                                                          $64,820                             $486,925                  $188,715                   $531,421
                                                                                                                                                                            
      Adjustments to
       reconcile net
       income to net
       cash
                                                                                                                                                                            
        provided by
         (used in)
         operating
         activities:
                                                                                                                                                                            
          Amortization
           of stock-
           based
           compensation                                2,359                               2,633                                           9,015                      7,151
                                                                                                                                                                            
          Deposit write-
           offs                                            ?                                   ?                                               ?                        133
                                                                                                                                                                            
          Deferred
           income taxes                               35,725                            (454,000)                                         84,214                   (454,000)
                                                                                                                                                                            
          Other
           operating
           activities                                  1,427                               2,679                                           6,019                      8,517
                                                                                                                                                                            
          Changes in
           cash and
           equivalents
           due to:
                                                                                                                                                                             
            Trade and other receivables                                     5,218                               12,944                    (3,244)                       801
                                                                                                                                                                             
            Mortgage loans held for sale                                  (46,722)                             (32,323)                   (2,543)                   (46,339)
                                                                                                                                                                             
            Inventories - owned                                          (100,937)                            (129,807)                 (415,312)                  (315,639)
                                                                                                                                                                             
            Inventories -not owned                                        (11,619)                             (20,861)                  (43,319)                   (31,551)
                                                                                                                                                                             
            Other assets                                                      564                                1,696                       965                      2,618
                                                                                                                                                                             
            Accounts payable                                                6,470                                5,988                    13,325                      4,617
                                                                                                                                                                             
            Accrued liabilities                                            14,875                               12,146                     7,949                      9,155
                                                                                                                                                                            
        Net cash
         provided by
         (used in)
         operating
         activities                                  (27,820)                           (111,980)                                          (154,216)                  (283,116)
                                                     -------                            --------                                        -------                    -------
                                                                                                                                                                             
                                                                                                                                                                             
    Cash Flows From Investing
     Activities:
                                                                                                                                                                            
      Investments in
       unconsolidated
       homebuilding
       joint
       ventures                                      (11,386)                             (4,380)                                           (24,328)                   (57,458)
                                                                                                                                                                            
      Distributions
       of capital
       from
       unconsolidated
       joint
       ventures                                        2,444                               2,590                                              4,763                     14,530
                                                                                                                                                                            
      Net cash paid
       for
       acquisitions                                   (2,469)                                  ?                                        (116,262)                   (60,752)
                                                                                                                                                                            
      Other
       investing
       activities                                     (3,296)                                180                                          (8,030)                    (1,525)
                                                                                                                                                                            
        Net cash
         provided by
         (used in)
         investing
         activities                                  (14,707)                             (1,610)                                          (143,857)                  (105,205)
                                                     -------                              ------                                        -------                    -------
                                                                                                                                                                             
                                                                                                                                                                             
    Cash Flows From Financing
     Activities:
                                                                                                                                                                            
      Change in
       restricted
       cash                                            6,564                              (1,687)                                          6,565                      3,347
                                                                                                                                                                            
      Principal
       payments on
       secured
       project debt
       and other
       notes payable                                  (1,045)                                (84)                                            (8,334)                      (866)
                                                                                                                                                                            
      Principal
       payments on
       senior
       subordinated
       notes payable                                       ?                             (39,613)                                                 ?                    (49,603)
                                                                                                                                                                            
      Proceeds from
       the issuance
       of senior
       notes payable                                       ?                                   ?                                         300,000                    253,000
                                                                                                                                                                            
      Payment of
       debt issuance
       costs                                          (1,271)                             (3,680)                                         (5,316)                   (11,761)
                                                                                                                                                                            
      Net proceeds
       from
       (payments on)
       mortgage
       credit
       facilities                                     36,687                              21,124                                              8,708                     45,351
                                                                                                                                                                            
      Proceeds from
       the issuance
       of common
       stock                                               ?                                   ?                                               ?                     75,849
                                                                                                                                                                            
      Payment of
       common stock
       issuance
       costs                                               ?                                 (88)                                              ?                     (4,002)
                                                                                                                                                                            
      Payment of
       issuance
       costs in
       connection
       with
       preferred
                                                                                                                                                                            
        shareholder
         equity
         transactions                                      ?                                   ?                                            (350)                         ?
                                                                                                                                                                            
      Proceeds from
       the exercise
       of stock
       options                                         1,755                               4,717                                          13,536                     13,039
                                                                                                                                                                            
        Net cash
         provided by
         (used in)
         financing
         activities                                   42,690                             (19,311)                                           314,809                    324,354
                                                      ------                             -------                                        -------                    -------
                                                                                                                                                                             
                                                                                                                                                                             
    Net increase (decrease) in
     cash and equivalents                                                     163                             (132,901)                   16,736                    (63,967)
                                                                                                                                                                             
    Cash and equivalents at
     beginning of period                                                  363,128                              479,456                   346,555                    410,522
                                                                                                                                                                             
    Cash and equivalents at end of
     period                                                              $363,291                             $346,555                  $363,291                   $346,555
                                                                         ========                             ========                  ========                   ========
                                                                                                                                                                             
                                                                                                                                                                             
    Cash and equivalents at end of
     period                                                              $363,291                             $346,555                  $363,291                   $346,555
                                                                                                                                                                             
    Homebuilding restricted cash
     at end of period                                                      21,460                               26,900                    21,460                     26,900
                                                                                                                                                                             
    Financial services restricted
     cash at end of period                                                  1,295                                2,420                     1,295                      2,420
                                                                                                                                                                             
    Cash and equivalents and
     restricted cash at end of
     period                                                              $386,046                             $375,875                  $386,046                   $375,875
                                                                         ========                             ========                  ========                   ========

                                                                                                                  
                                          REGIONAL OPERATING DATA
                                                                                                           
                                                                                                           
                                         Three Months Ended                                Year Ended
                                            December 31,                                  December 31,
                                            ------------                                  ------------
                                                                                                                                          
                                           2013         2012            % Change               2013      2012            % Change
                                           ----         ----            --------               ----      ----            --------
                                                                                                                                          
    New homes delivered:
                                                                                                                                          
      California                            476          400                         19%      1,762     1,304                         35%
                                                                                                                                          
      Arizona                                87           71                         23%        258       247                          4%
                                                                                                                                          
      Texas                                 211          104                        103%        669       472                         42%
                                                                                                                                          
      Colorado                               51           34                         50%        168       114                         47%
                                                                                                                                          
      Nevada                                  ?            ?                          ?           ?         9                      (100%)
                                                                                                                                          
      Florida                               320          170                         88%      1,027       581                         77%
                                                                                                                                          
      Carolinas                             198          194                          2%        718       564                         27%
                                            ---          ---                        ---         ---       ---                        ---
                                                                                                                                          
          Consolidated total              1,343          973                         38%      4,602     3,291                         40%
                                                                                                                                          
       Unconsolidated
       joint
       ventures                               2           10                       (80%)         25        38                       (34%)
                                                                                                                                          
          Total (including joint
           ventures)                      1,345          983                         37%      4,627     3,329                         39%
                                          =====          ===                        ===       =====     =====                        ===

                                                                                    
                                                                                    
                                      Three Months Ended               Year Ended
                                         December 31,                 December 31,
                                         ------------                 ------------
                                                                                                                                                                                  
                                    2013              2012                            % Change                  2013               2012                      % Change
                                    ----              ----                            --------                  ----               ----                      --------
                                                                                
                                              (Dollars in thousands)
                                                                                                                                                                                
    Average selling prices of
     homes delivered:
                                                                                                                                                                                
      California                               $628              $543                                     16%               $565               $506                         12%
                                                                                                                                                                                
      Arizona                                   318               231                                     38%                280                213                         31%
                                                                                                                                                                                
      Texas                                     423               354                                     19%                393                318                         24%
                                                                                                                                                                                
      Colorado                                  476               392                                     21%                450                388                         16%
                                                                                                                                                                                
      Nevada                                      ?                 ?                                      ?                   ?                192                          ?
                                                                                                                                                                                
      Florida                                   300               253                                     19%                279                247                         13%
                                                                                                                                                                                
      Carolinas                                 315               263                                     20%                289                247                         17%
                                                ---               ---                                    ---                 ---                ---                        ---
                                                                                                                                                                                
          Consolidated                          446               388                                     15%                413                362                         14%
                                                                                                                                                                                
       Unconsolidated
       joint
       ventures                                 581               446                                     30%                511                444                         15%
                                                                                                                                                                                
          Total (including joint
           ventures)                           $446              $389                                     15%               $413               $363                         14%
                                               ====              ====                                    ===                ====               ====                        ===

                                                                                                              
                                                                                                              
                                       Three Months Ended                                    Year Ended
                                           December 31,                                     December 31,
                                           ------------                                     ------------
                                                                                                                                             
                                          2013          2012            % Change                  2013      2012            % Change
                                          ----          ----            --------                  ----      ----            --------
                                                                                                                                             
    Net new orders:
                                                                                                                                             
      California                           337           401                       (16%)         1,718     1,570                          9%
                                                                                                                                             
      Arizona                               38            30                         27%           286       267                          7%
                                                                                                                                             
      Texas                                143           103                         39%           755       527                         43%
                                                                                                                                             
      Colorado                              45            43                          5%           201       156                         29%
                                                                                                                                             
      Nevada                                 ?             ?                          ?              ?         6                      (100%)
                                                                                                                                             
      Florida                              155           217                       (29%)         1,165       785                         48%
                                                                                                                                             
      Carolinas                            160           189                       (15%)           773       703                         10%
                                           ---           ---                       ----            ---       ---                        ---
                                                                                                                                             
          Consolidated total               878           983                       (11%)         4,898     4,014                         22%
                                                                                                                                             
       Unconsolidated
       joint
       ventures                              1             5                       (80%)            13        47                       (72%)
                                                                                                                                             
          Total (including joint
           ventures)                       879           988                       (11%)         4,911     4,061                         21%
                                           ===           ===                       ====          =====     =====                        ===
                                                                                                              
                                                                                                              
                                                                                                              
                                       Three Months Ended                                   Year Ended
                                          December 31,                                     December 31,
                                          ------------                                     ------------
                                                                                                                                             
                                          2013          2012            % Change                  2013      2012            % Change
                                          ----          ----            --------                  ----      ----            --------
                                                                                                                                             
    Average number of selling
     communities
                                                                                                                                             
      during the period:
                                                                                                                                             
      California                            49            45                          9%            47        49                        (4%)
                                                                                                                                             
      Arizona                               10             6                         67%             9         7                         29%
                                                                                                                                             
      Texas                                 33            24                         38%            31        21                         48%
                                                                                                                                             
      Colorado                               9             8                         13%             8         7                         14%
                                                                                                                                             
      Florida                               40            33                         21%            40        36                         11%
                                                                                                                                             
      Carolinas                             32            34                        (6%)            31        35                       (11%)
                                           ---           ---                        ---            ---       ---                       ----
                                                                                                                                             
          Consolidated total               173           150                         15%           166       155                          7%
                                                                                                                                             
       Unconsolidated
       joint
       ventures                              ?             1                      (100%)             ?         2                      (100%)
                                                                                                                                             
          Total (including joint
           ventures)                       173           151                         15%           166       157                          6%
                                           ===           ===                        ===            ===       ===                        ===

                                                                                             
                                                        At December 31,
                                                        ---------------
                                                                                                                     
                                                         2013                          2012            % Change
                                                         ----                          ----            --------
                                                                                                                                                                                    
                                    Homes                    Dollar                           Homes                    Dollar                            Homes                   Dollar
                                                             Value                                                     Value                                                   Value
                                    -----                   -------                           -----                   -------                            -----                  -------
                                                                                             
                                                     (Dollars in thousands)
                                                                                                                                                                                                               
    Backlog:
                                                                                                                                                                                                               
      California                                       396                         $262,097                    440                          $218,115                  (10%)                                20%
                                                                                                                                                                                                               
      Arizona                                          105                           35,846                     77                            19,178                    36%                                87%
                                                                                                                                                                                                               
      Texas                                            290                          134,583                    204                            78,468                    42%                                72%
                                                                                                                                                                                                               
      Colorado                                         108                           54,946                     75                            32,230                    44%                                70%
                                                                                                                                                                                                               
      Florida                                          504                          215,312                    366                            95,264                    38%                               126%
                                                                                                                                                                                                               
      Carolinas                                        297                           97,710                    242                            72,214                    23%                                35%
                                                       ---                           ------                    ---                            ------                   ---                                ---
                                                                                                                                                                                                               
          Consolidated total                         1,700                          800,494                  1,404                           515,469                    21%                                55%
                                                                                                                                                                                                               
       Unconsolidated
       joint
       ventures                                          ?                                ?                     12                             5,575                 (100%)                             (100%)
                                                                                                                                                                                                        -----
                                                                                                                                                                                                               
          Total (including joint
           ventures)                                 1,700                         $800,494                  1,416                          $521,044                    20%                                54%
                                                     =====                         ========                  =====                          ========                   ===                                ===

                                                                                      
                                                                    At December 31,
                                                                    ---------------
                                                                                                                
                                                                    2013       2012            % Change
                                                                    ----       ----            --------
                                                                             
    Homesites owned and controlled:
                                                                                       
                                     California                    9,638     10,288                        (6%)
                                                                                       
                                     Arizona                       2,351      1,965                         20%
                                                                                       
                                     Texas                         4,607      5,129                       (10%)
                                                                                       
                                     Colorado                      1,307        792                         65%
                                                                                       
                                     Nevada                        1,124      1,124                          ?
                                                                                       
                                     Florida                      11,461      8,159                         40%
                                                                                       
                                     Carolinas                     4,687      3,310                         42%
                                                                                       
                                                                                                               
                                      Total
                                      (including
                                      joint
                                      ventures)                   35,175     30,767                         14%
                                                                  ======       ====                        ===
                                                                                                                
                                                                                       
                                      Homesites
                                      owned                       27,733     25,475                          9%
                                                                                       
                                      Homesites
                                      optioned
                                      or
                                      subject
                                      to
                                      contract                     7,047      4,681                         51%
                                                                                       
                                      Joint
                                      venture
                                      homesites                      395        611                       (35%)
                                                                                       
                                                                                                               
                                      Total
                                      (including
                                      joint
                                      ventures)                   35,175     30,767                         14%
                                                                  ======       ====                        ===
                                                                                                                
                                                                                                                
                                                                             
    Homesites owned:
                                                                                       
                                     Raw lots                      6,211      5,522                         12%
                                                                                       
                                      Homesites
                                      under
                                      development                  9,340      9,357                        (0%)
                                                                                       
                                      Finished
                                      homesites                    7,024      5,178                         36%
                                                                                       
                                      Under
                                      construction
                                      or
                                      completed
                                      homes                        2,804      2,194                         28%
                                                                                       
                                      Held for
                                      sale                         2,354      3,224                       (27%)
                                                                                                               
                                     Total                        27,733     25,475                          9%
                                                                  ======       ====                        ===

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Each of the below measures are non-GAAP financial measures and other companies may calculate such non-GAAP measures differently. Due to the significance of the GAAP components excluded, such measures should not be considered in isolation or as an alternative to operating performance measures prescribed by GAAP.

The table set forth below reconciles the Company's net income to net income excluding the partial reversal of the deferred tax asset valuation allowance during the 2012 fourth quarter. We believe this measure is useful to management and investors as it provides perspective on the underlying operating performance of the business excluding the benefit from the valuation allowance reversal and provides comparability with the Company's peer group. Net income and diluted earnings per share excluding the reversal of the deferred tax asset valuation allowance for the three months and year ended December 31, 2012 is calculated as follows:



                         Three Months Ended                      Year Ended

                          December 31, 2012                      December 31, 2012
                          -----------------                      -----------------

                  (Dollars in thousands, except per
                            share amounts)


     Net
     income                                            $486,925                       $531,421

     Less:
     Deferred
     tax
     asset
     valuation
     allowance
     reversal                                          (454,000)                      (454,000)
                                                       --------                       --------

     Adjusted
     net
     income                                             $32,925                        $77,421
                                                        =======                        =======


     Diluted
     earnings
     per
     share                                                $0.08                          $0.21
                                                          =====                          =====

     Total
     weighted
     average
     diluted
     common
     shares
     outstanding

        if
        preferred
        shares
        converted
        to
        common                                      398,375,561                    368,331,683
                                                    ===========                    ===========

The table set forth below reconciles the Company's gross margin percentage from home sales to the gross margin percentage from home sales, excluding interest amortized to cost of home sales. We believe these measures are useful to management and investors as they provide perspective on the underlying operating performance of the business excluding these charges and provide comparability with the Company's peer group.



                                Three Months Ended
                                ------------------

                 December 31,                        Gross          December 31,           Gross           September 30,           Gross
                         2013                              Margin %        2012                  Margin %         2013                  Margin %
                         ----                               -------         ----                   -------          ----                   -------

                              (Dollars in thousands)


    Home
     sale
     revenues                     $598,496                                       $377,674                                $511,059

    Less:
     Cost
     of
     home
     sales                        (437,988)                                      (299,105)                               (381,694)
                                  --------                                       --------                                --------

    Gross
     margin
     from
     home
     sales                         160,508                    26.8%                78,569           20.8%                 129,365          25.3%

    Add:
     Capitalized
     interest
     included
     in
     cost

      of
       home
       sales                        32,378                     5.4%                30,592            8.1%                  30,303           5.9%
                                    ------                                         ------                                  ------

    Gross
     margin
     from
     home
     sales,
     excluding

       interest
       amortized
       to
       cost
       of
       home
       sales                      $192,886                    32.2%              $109,161           28.9%                $159,668          31.2%
                                  ========                                       ========                                ========




                    Year Ended December 31,
                    -----------------------

                 2013                         Gross          2012             Gross
                                                    Margin %                        Margin %
                                                     -------                          -------

                     (Dollars in thousands)


     Home
     sale
     revenues                     $1,898,989                      $1,190,252

     Less:
     Cost
     of
     home
     sales                        (1,431,797)                       (946,630)
                                    --------                         -------

     Gross
     margin
     from
     home
     sales                           467,192           24.6%         243,622           20.5%

     Add:
     Capitalized
     interest
     included
     in
     cost

       of
       home
       sales                         120,714            6.4%         100,683            8.4%
                                     -------                         -------

     Gross
     margin
     from
     home
     sales,
     excluding

       interest
       amortized
       to
       cost
       of
       home
       sales                        $587,906           31.0%        $344,305           28.9%
                                    ========                        ========

The table set forth below reconciles the Company's cash flows provided by (used in) operations to cash inflows from operations excluding land purchases and development costs. We believe this measure is useful to management and investors to provide perspective on underlying cash flow generation excluding swings related to the timing of land purchases and development costs.



                                  Three Months Ended                                Year Ended
                                                                                       December 31,
                                  ------------------                               -------------

                    December 31,                              December 31,                 September 30,          2013            2012
                            2013                                 2012                     2013
                            ----                                 ----                     ----

                                (Dollars in thousands)


    Cash flows
     provided
     by (used
     in)
     operations                                     $(27,820)              $(111,980)                     $22,808      $(154,216)     $(283,116)

    Add: Cash
     land
     purchases
     included
     in
     operating
     activities                                      114,386                 204,796                       69,196        377,303        436,729

    Add: Land
     development
     costs                                            99,133                  65,948                       87,115        314,267        177,452
                                                      ------                  ------                       ------        -------        -------

    Cash
     inflows
     from
     operations
     (excluding
     land
     purchases

       and
        development
        costs)                                      $185,699                $158,764                     $179,119       $537,354       $331,065
                                                    ========                ========                     ========       ========       ========

The table set forth below reconciles the Company's total consolidated debt to adjusted net homebuilding debt and provides the Company's total consolidated debt to book capitalization and adjusted net homebuilding debt to total adjusted book capitalization ratios. We believe that the adjusted net homebuilding debt to total adjusted book capitalization ratio is useful to management and investors as a measure of the Company's ability to obtain financing. For purposes of the ratio of adjusted net homebuilding debt to total adjusted book capitalization, total adjusted book capitalization is adjusted net homebuilding debt plus stockholders' equity. Adjusted net homebuilding debt excludes indebtedness of the Company's financial services subsidiary and additionally reflects the offset of cash and equivalents.


                                                            
                                           At December 31,
                                           ---------------
                                                                                        
                                                      2013                       2012
                                                      ----                       ----
                                                            
                                              (Dollars in
                                              thousands)
                                                                                                           
                                                                                                             
    Total consolidated debt                                         $1,940,462                 $1,634,177
                                                                                                           
    Less:
                                                                                                          
                             Financial
                             services
                             indebtedness                             (100,867)                   (92,159)
                                                                                                          
                             Homebuilding
                             cash                                     (376,949)                  (366,808)
                                                                                                           
    Adjusted net homebuilding debt                                   1,462,646                  1,175,210
                                                                                                           
    Stockholders' equity                                             1,468,960                  1,255,816
                                                                       -------                    -------
                                                                                                           
    Total adjusted book capitalization                              $2,931,606                 $2,431,026
                                                                       =======                    =======
                                                                                                           
                                                                                                           
    Total consolidated debt to book
     capitalization                                                       56.9%                      56.5%
                                                                          ====                       ====
                                                                                                           
                                                                                                           
    Adjusted net homebuilding debt to
     total adjusted book capitalization                                   49.9%                      48.3%
                                                                          ====                       ====

The table set forth below calculates pro forma stockholders' equity per common share. The Company believes that the pro forma stockholders' equity per common share information is useful to management and investors as a measure to determine the book value per common share after giving effect to the conversion of our outstanding preferred shares assuming full conversion to common stock.




                        December 31,             December 31,

                                2013                2012
                                ----                ----


    Actual common
     shares outstanding              277,618,177              213,245,488

    Add: Conversion of
     preferred shares
     to common shares                 87,812,786              147,812,786

    Pro forma common
     shares outstanding              365,430,963              361,058,274
                                     ===========              ===========


    Stockholders'
     equity (Dollars in
     thousands)                       $1,468,960               $1,255,816

    Divided by pro
     forma common
     shares outstanding            ÷ 365,430,963       ÷      361,058,274

    Pro forma
     stockholders'
     equity per common
     share                                 $4.02                    $3.48
                                           =====                    =====

The table set forth below calculates EBITDA and Adjusted Homebuilding EBITDA. Adjusted Homebuilding EBITDA means net income (loss) (plus cash distributions of income from unconsolidated joint ventures) before (a) income taxes, (b) homebuilding interest expense (c) expensing of previously capitalized interest included in cost of sales, (d) impairment charges and deposit write-offs, (e) (gain) loss on early extinguishment of debt (f) homebuilding depreciation and amortization, (g) amortization of stock-based compensation, (h) income (loss) from unconsolidated joint ventures and (i) income (loss) from financial services subsidiary. Other companies may calculate Adjusted Homebuilding EBITDA (or similarly titled measures) differently. We believe Adjusted Homebuilding EBITDA information is useful to management and investors as one measure of the Company's ability to service debt and obtain financing. Adjusted Homebuilding EBITDA is a non-GAAP financial measure and due to the significance of the GAAP components excluded, should not be considered in isolation or as an alternative to net income, cash flow from operations or any other operating or liquidity performance measure prescribed by GAAP.


                                                                                                                                 
                                                        Three Months Ended                                            Year Ended December 31,
                                                        ------------------                                            -----------------------
                                                                                                                                                                                                               
                                         December 31,                              December 31,                               September 30,                                 2013                               2012
                                                 2013                                 2012                                   2013
                                                 ----                                 ----                                   ----
                                                                                         
                                                      (Dollars in thousands)
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                        
    Net income                                                            $64,820                              $486,925                                $58,935                           $188,715                           $531,421
                                                                                                                                                                                                                                     
                         Provision
                         (benefit)
                         for income
                         taxes                                             36,205                              (453,804)                                11,201                             68,983                           (453,234)
                                                                                                                                                                                                                                     
                         Homebuilding
                         interest
                         amortized
                         to cost of
                         sales and
                         interest
                         expense                                           32,909                                34,364                                 30,322                            121,778                            110,298
                                                                                                                                                                                                                                     
                         Homebuilding
                         depreciation
                         and
                         amortization                                       1,094                                   617                                  1,031                              3,455                              2,372
                                                                                                                                                                                                                                     
                         Amortization
                         of stock-
                         based
                         compensation                                       2,359                                 2,633                                  2,681                              9,015                              7,151
                                                                                                                                                                                                                                     
                                                                                                                                                                                                                                      
    EBITDA                                                                137,387                                70,735                                104,170                            391,946                            198,008
                                                                                                                                                                                                                                      
    Add:
                                                                                                                                                                                                                                     
                         Cash
                         distributions
                         of income
                         from
                         unconsolidated
                         joint
                         ventures                                               ?                                 2,625                                      ?                              3,375                              3,910
                                                                                                                                                                                                                                     
                         Deposit
                         write-
                         offs                                                   ?                                     ?                                      ?                                  ?                                133
                                                                                                                                                                                                                                      
    Less:
                                                                                                                                                                                                                                     
                         Income
                         (loss)
                         from
                         unconsolidated
                         joint
                         ventures                                            (300)                                  617                                    (32)                               949                             (2,090)
                                                                                                                                                                                                                                     
                         Income from
                         financial
                         services
                         subsidiary                                         2,218                                 3,941                                  2,249                             10,751                             10,238
                                                                                                                                                                                                                                     
                                                                                                                                                                                                                                      
    Adjusted Homebuilding EBITDA                                         $135,469                               $68,802                               $101,953                           $383,621                           $193,903
                                                                         ========                               =======                               ========                           ========                           ========
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
    Homebuilding revenues                                                $606,451                              $419,843                               $511,756                         $1,914,609                         $1,236,958
                                                                         ========                              ========                               ========                         ==========                         ==========
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
    Adjusted Homebuilding EBITDA
     Margin %                                                              22.3%                                 16.4%                                  19.9%                              20.0%                              15.7%
                                                                             ====                                  ====                                   ====                               ====                               ====

The table set forth below reconciles net cash provided by (used in) operating activities, calculated and presented in accordance with GAAP, to Adjusted Homebuilding EBITDA:


                                                                                                                            
                                                   Three Months Ended                                             Year Ended December 31,
                                                   ------------------                                             -----------------------
                                                                                                                                                                                                          
                                     December 31,                              December 31,                               September 30,                                 2013                               2012
                                             2013                                 2012                                  2013
                                             ----                                 ----                                  ----
                                                                                     
                                                 (Dollars in thousands)
                                                                                                                                                                                                                                 
                                                                                                                                                                                                                                 
    Net cash provided by (used
     in) operating activities                                        $(27,820)                            $(111,980)                              $22,808                          $(154,216)                         $(283,116)
                                                                                                                                                                                                                                 
    Add:
                                                                                                                                                                                                                                
      Provision
       (benefit)
       for income
       taxes                                  480                                                          (453,804)                              (16,105)                           (15,231)                          (453,234)
                                                                                                                                                                                                                                 
      Deferred
       income tax
       benefit                                                              ?                               454,000                                     ?                                  ?                            454,000
                                                                                                                                                                                                                                 
       Homebuilding
       interest
       amortized
       to cost of
       sales and
       interest
       expense                                                         32,909                                34,364                                30,322                            121,778                            110,298
                                                                                                                                                                                                                                 
    Less:
                                                                                                                                                                                                                                
      Income from
       financial
       services
       subsidiary                           2,218                                                             3,941                                 2,249                             10,751                             10,238
                                                                                                                                                                                                                                 
       Depreciation
       and
       amortization
       from
       financial
       services
       subsidiary                                                          32                                    32                                    33                                121                                108
                                                                                                                                                                                                                                
      Loss on
       disposal of
       property
       and
       equipment                                1                                                                     22                                     ?                                 17                                 37
                                                                                                                                                                                                                                 
    Net changes in operating
     assets and liabilities:
                                                                                                                                                                                                                                 
        Trade and other receivables                                    (5,218)                              (12,944)                              (11,186)                             3,244                               (801)
                                                                                                                                                                                                                                 
        Mortgage loans held for
         sale                                                          46,722                                32,323                               (32,221)                             2,543                             46,339
                                                                                                                                                                                                                                 
        Inventories-owned                                             100,937                               129,807                                84,352                            415,312                            315,639
                                                                                                                                                                                                                                 
        Inventories-not owned                                          11,619                                20,861                                21,990                             43,319                             31,551
                                                                                                                                                                                                                                 
        Other assets                                                     (564)                               (1,696)                               (1,655)                              (965)                            (2,618)
                                                                                                                                                                                                                                 
        Accounts payable                                               (6,470)                               (5,988)                               (7,235)                           (13,325)                            (4,617)
                                                                                                                                                                                                                                 
        Accrued liabilities                                           (14,875)                              (12,146)                               13,165                             (7,949)                            (9,155)
                                                                                                                                                                                                                                 
    Adjusted Homebuilding
     EBITDA                                                          $135,469                               $68,802                              $101,953                           $383,621                           $193,903
                                                                     ========                               =======                              ========                           ========                           ========

SOURCE Standard Pacific Corp.