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Basis of Financial Presentation and Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2013
Accounting Policies [Abstract]  
Basis of Financial Statement Presentation and Summary of Significant Accounting Policies
Basis of Financial Statement Presentation and Summary of Significant Accounting Policies
 
The accompanying consolidated financial statements include the accounts of AV Homes, Inc. and all subsidiaries, partnerships and other entities in which AV Homes, Inc. (“AV Homes”, “we”, “us”, “our”, or “the Company”) has a controlling interest. Our investments in unconsolidated entities in which we have less than a controlling interest are accounted for using the equity method.  All significant intercompany accounts and transactions have been eliminated in consolidation.
 
The consolidated balance sheets as of June 30, 2013 and December 31, 2012, and the related consolidated statements of operations and comprehensive income (loss) for the six and three months ended June 30, 2013 and 2012 and the consolidated statements of cash flows for the six months ended June 30, 2013 and 2012 have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments necessary for a fair presentation of such financial statements have been included. Such adjustments consisted only of normal recurring items. Interim results are not necessarily indicative of results for a full year.
 
The consolidated balance sheet as of December 31, 2012 was derived from consolidated financial statements included in our 2012 Annual Report on Form 10-K but does not include all disclosures required by GAAP. These consolidated financial statements should be read in conjunction with our December 31, 2012 consolidated financial statements included in our 2012 Annual Report on Form 10-K and the notes to the consolidated financial statements included therein.

Use of Estimates
The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

TPG Investment in Company
On June 19, 2013, we entered into a Securities Purchase Agreement (the "Purchase Agreement") by and among AV Homes and TPG Aviator, L.P. ("TPG") pursuant to which TPG agreed to acquire 2,557,474 shares of AV Homes’ common stock, par value $1.00 per share (the “Common Stock"), at a purchase price of $14.65 per share, and 665,754.3 shares of a newly authorized series of the AV Homes’ preferred stock, designated as Series A Contingent Convertible Cumulative Redeemable Preferred Stock, par value $0.10 per share (the “Series A Preferred Stock"), at a purchase price and liquidation preference of $146.50 per share, for an aggregate investment in AV Homes by TPG of $135,000.

On June 20, 2013, AV Homes and TPG closed the transactions (the “TPG Investment") contemplated by the Purchase Agreement, and AV Homes issued to TPG the Common Stock and the Series A Preferred Stock in the amounts and in exchange for the purchase price described above.

The Series A Preferred Stock will be convertible into shares of Common Stock following the receipt of the requisite approval of AV Homes’ stockholders at an initial conversion ratio equal to ten shares of Common Stock per share of Series A Preferred Stock, subject to adjustment. In the Purchase Agreement, we agreed to use our reasonable best efforts to hold, within 90 days following the closing, a meeting of our stockholders to vote on the approval of the conversion of the Series A Preferred Stock into Common Stock and certain other matters set forth in the related stockholders agreement (such approval, the “Stockholder Approval"). In the event that the Stockholder Approval is not obtained at the first stockholders’ meeting, then we have agreed to, upon TPG’s request, use our reasonable best efforts to call additional stockholders’ meetings on two additional occasions during the first year following the closing and on an annual basis thereafter for the purpose of obtaining such approval. We expect to exercise our right to require the conversion of the Series A Preferred Stock into Common Stock upon receipt of Stockholder Approval.

If we do not receive Stockholder Approval and convert the Series A Preferred Stock, the mandatory dividend rate applicable to the Series A Preferred Stock will increase to (i) 8% per annum beginning December 17, 2013 and continuing until September 17, 2014, (ii) 12% per annum beginning September 18, 2014 and continuing until September 17, 2015, and (iii) 15% per annum thereafter. If any Series A Preferred Stock remains outstanding on December 17, 2013, (a) the aggregate liquidation preference for the Series A Preferred Stock will increase from the amount originally paid by TPG for the Series A Preferred Stock to 110% of such amount and (b) the number of shares of Common Stock received upon conversion of the Series A Preferred Stock will increase by 10%. The increase in liquidation preference will cause the effective dividend rates on the Series A Preferred Stock to be 10% higher.

At any time after June 20, 2018, holders of Series A Preferred Stock can require us to purchase all of such holder's Series A Preferred Stock for a per share redemption price equal to the greater of: (a) the per share liquidation preference of such holder's Series A Preferred Stock, and (b) the average closing price per share of our common stock for the 20 trading days preceding the date we receive notice of the exercise multiplied by the conversion ratio (but without giving effect to the potential 10% increase in the conversion ratio described above). We have the right to redeem all (but not less than all) of the Series A Preferred Stock at any time between June 20, 2014 and June 20, 2015 for the same per share redemption price. Upon the public announcement of a change of control each holder of Series A Preferred Stock shall have the right, during a twenty day option period, to require that the Company redeem all (but not less than all) of such holder's Series A Preferred Stock for a per share redemption price equal to the greater of: (a) the sum of the liquidation preference plus a make-whole amount equal to the aggregate amount of all dividends that would have accrued from the date of the change of control through June 20, 2018, and (b) the greater of (x) average closing price per share of Company's common stock for the twenty trading days preceding the fifth day prior to consummation of the change of control transaction multiplied by the conversion ratio (but without giving effect to the potential 10% increase in the conversion ratio described above) and (y) the per share consideration received by Company's common stockholders in such transaction.

In accordance with GAAP, the Series A Preferred Stock has been classified outside of permanent equity because the redemption provisions are not solely within our control. We incurred approximately $6,000 of transaction fees in connection with the TPG Investment, which have been allocated between the common and preferred stock and offset against the proceeds received. The beneficial conversion features of the Series A Preferred Stock will not be amortized until the contingency is realized. In addition, a contingent beneficial conversion feature will not be recorded or amortized until the contingency is resolved or management no longer deems the resolution of the contingency probable within the 180 day period. We have assessed the provisions of the Series A Preferred Stock and concluded that the impact of any embedded derivative features are not material as of June 30, 2013.