Supplemental Guarantor Information | 20. Supplemental Guarantor Information 2021 Notes On May 26, 2016, TRI Pointe Group issued the 2021 Notes. All of TRI Pointe Group’s 100% owned subsidiaries that are guarantors (each a “Guarantor” and, collectively, the “Guarantors”) of the Company’s Credit Facility, including TRI Pointe Homes and certain other of its 100% owned subsidiaries, are party to a supplemental indenture pursuant to which they jointly and severally guarantee TRI Pointe Group’s obligations with respect to the 2021 Notes. Each Guarantor of the 2021 Notes is 100% owned by TRI Pointe Group, and all guarantees are full and unconditional, subject to customary exceptions pursuant to the indentures governing the 2021 Notes, as described in the following paragraph. All of our non-Guarantor subsidiaries have nominal assets and operations and are considered minor, as defined in Rule 3-10(h) of Regulation S-X. In addition, TRI Pointe Group has no independent assets or operations, as defined in Rule 3-10(h) of Regulation S-X. There are no significant restrictions upon the ability of TRI Pointe Group or any Guarantor to obtain funds from any of their respective wholly owned subsidiaries by dividend or loan. None of the assets of our subsidiaries represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X. A Guarantor of the 2021 Notes shall be released from all of its obligations under its guarantee if (i) all of the assets of the Guarantor have been sold; (ii) all of the equity interests of the Guarantor held by TRI Pointe Group or a subsidiary thereof have been sold; (iii) the Guarantor merges with and into TRI Pointe Group or another Guarantor, with TRI Pointe Group or such other Guarantor surviving the merger; (iv) the Guarantor is designated “unrestricted” for covenant purposes; (v) the Guarantor ceases to guarantee any indebtedness of TRI Pointe Group or any other Guarantor which gave rise to such Guarantor guaranteeing the 2021 Notes; (vi) TRI Pointe Group exercises its legal defeasance or covenant defeasance options; or (vii) all obligations under the applicable supplemental indenture are discharged. 2019 Notes and 2024 Notes TRI Pointe Group and TRI Pointe Homes are co-issuers of the 2019 Notes and the 2024 Notes. All of the Guarantors (other than TRI Pointe Homes) have entered into supplemental indentures pursuant to which they jointly and severally guarantee the obligations of TRI Pointe Group and TRI Pointe Homes with respect to the 2019 Notes and the 2024 Notes. Each Guarantor of the 2019 Notes and the 2024 Notes is 100% owned by TRI Pointe Group and TRI Pointe Homes, and all guarantees are full and unconditional, subject to customary exceptions pursuant to the indentures governing the 2019 Notes and the 2024 Notes, as described below. A Guarantor of the 2019 Notes and the 2024 Notes shall be released from all of its obligations under its guarantee if (i) all of the assets of the Guarantor have been sold; (ii) all of the equity interests of the Guarantor held by TRI Pointe or a subsidiary thereof have been sold; (iii) the Guarantor merges with and into TRI Pointe or another Guarantor, with TRI Pointe or such other Guarantor surviving the merger; (iv) the Guarantor is designated “unrestricted” for covenant purposes; (v) the Guarantor ceases to guarantee any indebtedness of TRI Pointe or any other Guarantor which gave rise to such Guarantor guaranteeing the 2019 Notes and 2024 Notes; (vi) TRI Pointe exercises its legal defeasance or covenant defeasance options; or (vii) all obligations under the applicable indenture are discharged. Presented below are the condensed consolidating balance sheets at June 30, 2016 and December 31, 2015 , condensed consolidating statements of operations for the three and six months ended June 30, 2016 and 2015 and condensed consolidating statement of cash flows for the six month periods ended June 30, 2016 and 2015 . Because TRI Pointe’s non-Guarantor subsidiaries are considered minor, as defined in Rule 3-10(h) of Regulation S-X, the non-Guarantor subsidiaries’ information is not separately presented in the tables below, but is included with the Guarantors. Additionally, because TRI Pointe Group has no independent assets or operations, as defined in Rule 3-10(h) of Regulation S-X, the condensed consolidated financial information of TRI Pointe Group and TRI Pointe Homes, the co-issuers of the 2019 Notes and 2024 Notes, is presented together in the column titled “Issuer” for all periods presented after July 7, 2015, the date of the Reorganization. Condensed Consolidating Balance Sheet (in thousands): June 30, 2016 Issuer (1) Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Assets Cash and cash equivalents $ 53,368 $ 64,141 $ — $ 117,509 Receivables 8,716 25,955 — 34,671 Intercompany receivables 812,677 — (812,677 ) — Real estate inventories 821,283 2,018,930 — 2,840,213 Investments in unconsolidated entities — 17,549 — 17,549 Goodwill and other intangible assets, net 156,471 5,291 — 161,762 Investments in subsidiaries 1,207,283 — (1,207,283 ) — Deferred tax assets, net 18,952 97,748 — 116,700 Other assets 9,819 38,041 — 47,860 Total Assets $ 3,088,569 $ 2,267,655 $ (2,019,960 ) $ 3,336,264 Liabilities Accounts payable $ 23,595 $ 56,223 $ — $ 79,818 Intercompany payables — 812,677 (812,677 ) — Accrued expenses and other liabilities 24,801 173,992 — 198,793 Unsecured revolving credit facility 100,000 — — 100,000 Seller financed loans 17,758 — — 17,758 Senior notes 1,165,114 — — 1,165,114 Total Liabilities 1,331,268 1,042,892 (812,677 ) 1,561,483 Equity Total stockholders’ equity 1,757,301 1,207,283 (1,207,283 ) 1,757,301 Noncontrolling interests — 17,480 — 17,480 Total Equity 1,757,301 1,224,763 (1,207,283 ) 1,774,781 Total Liabilities and Equity $ 3,088,569 $ 2,267,655 $ (2,019,960 ) $ 3,336,264 __________ (1) References to “Issuer” in this Note 20 , Supplemental Guarantor Information have the following meanings: a. for periods prior to July 7, 2015: TRI Pointe Homes only b. for periods from and after July 7, 2015: TRI Pointe Homes and TRI Pointe Group as co-issuers of the 2019 Notes and 2024 Notes 20. Supplemental Guarantor Information (continued) Condensed Consolidating Balance Sheet (in thousands): December 31, 2015 Issuer (1) Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Assets Cash and cash equivalents $ 147,771 $ 66,714 $ — $ 214,485 Receivables 17,358 26,352 — 43,710 Intercompany receivables 783,956 — (783,956 ) — Real estate inventories 657,221 1,862,052 — 2,519,273 Investments in unconsolidated entities — 18,999 — 18,999 Goodwill and other intangible assets, net 156,604 5,425 — 162,029 Investments in subsidiaries 1,093,261 — (1,093,261 ) — Deferred tax assets, net 19,061 111,596 — 130,657 Other assets 12,219 36,699 — 48,918 Total Assets $ 2,887,451 $ 2,127,837 $ (1,877,217 ) $ 3,138,071 Liabilities Accounts payable $ 20,444 $ 44,396 $ — $ 64,840 Intercompany payables — 783,956 (783,956 ) — Accrued expenses and other liabilities 32,219 184,044 — 216,263 Unsecured revolving credit facility 299,392 — — 299,392 Seller financed loans 2,034 400 — 2,434 Senior notes 868,679 — — 868,679 Total Liabilities 1,222,768 1,012,796 (783,956 ) 1,451,608 Equity Total stockholders’ equity 1,664,683 1,093,261 (1,093,261 ) 1,664,683 Noncontrolling interests — 21,780 — 21,780 Total Equity 1,664,683 1,115,041 (1,093,261 ) 1,686,463 Total Liabilities and Equity $ 2,887,451 $ 2,127,837 $ (1,877,217 ) $ 3,138,071 __________ (1) References to “Issuer” in this Note 20 , Supplemental Guarantor Information have the following meanings: a. for periods prior to July 7, 2015: TRI Pointe Homes only b. for periods from and after July 7, 2015: TRI Pointe Homes and TRI Pointe Group as co-issuers of the 2019 Notes and 2024 Notes 20. Supplemental Guarantor Information (continued) Condensed Consolidating Statement of Operations (in thousands): Three Months Ended June 30, 2016 Issuer (1) Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Homebuilding: Home sales revenue $ 152,827 $ 404,098 $ — $ 556,925 Land and lot sales revenue — 67,314 — 67,314 Other operations revenue — 604 — 604 Total revenues 152,827 472,016 — 624,843 Cost of home sales 128,905 303,833 — 432,738 Cost of land and lot sales — 14,460 — 14,460 Other operations expense — 583 — 583 Sales and marketing 7,021 25,427 — 32,448 General and administrative 14,580 15,689 — 30,269 Restructuring charges — 215 — 215 Homebuilding income from operations 2,321 111,809 — 114,130 Equity in income of unconsolidated entities — 215 — 215 Other income, net 145 6 — 151 Homebuilding income before income taxes 2,466 112,030 — 114,496 Financial Services: Revenues — 379 — 379 Expenses — 53 — 53 Equity in income of unconsolidated entities — 1,284 — 1,284 Financial services income before income taxes — 1,610 — 1,610 Income before income taxes 2,466 113,640 — 116,106 Equity of net income of subsidiaries 73,154 — (73,154 ) — Provision for income taxes (1,694 ) (40,219 ) — (41,913 ) Net income 73,926 73,421 (73,154 ) 74,193 Net income attributable to noncontrolling interests — (267 ) — (267 ) Net income available to common stockholders $ 73,926 $ 73,154 $ (73,154 ) $ 73,926 __________ (1) References to “Issuer” in this Note 20 , Supplemental Guarantor Information have the following meanings: a. for periods prior to July 7, 2015: TRI Pointe Homes only b. for periods from and after July 7, 2015: TRI Pointe Homes and TRI Pointe Group as co-issuers of the 2019 Notes and 2024 Notes 20. Supplemental Guarantor Information (continued) Condensed Consolidating Statement of Operations (in thousands): Three Months Ended June 30, 2015 Issuer (1) Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Homebuilding: Home sales revenue $ 130,552 $ 296,686 $ — $ 427,238 Land and lot sales revenue — 67,490 — 67,490 Other operations revenue — 607 — 607 Total revenues 130,552 364,783 — 495,335 Cost of home sales 106,365 235,377 — 341,742 Cost of land and lot sales — 11,564 — 11,564 Other operations expense — 572 — 572 Sales and marketing 5,447 20,187 — 25,634 General and administrative 13,260 15,001 — 28,261 Restructuring charges (86 ) 584 — 498 Homebuilding income from operations 5,566 81,498 — 87,064 Equity in loss of unconsolidated entities — (39 ) — (39 ) Other (loss) income, net (151 ) 120 — (31 ) Homebuilding income before income taxes 5,415 81,579 — 86,994 Financial Services: Revenues — 182 — 182 Expenses — 58 — 58 Equity in loss of unconsolidated entities — (116 ) — (116 ) Financial services income before income taxes — 8 — 8 Income before income taxes 5,415 81,587 — 87,002 Equity of net income of subsidiaries 51,903 — (51,903 ) — Provision for income taxes (2,388 ) (27,852 ) — (30,240 ) Net income 54,930 53,735 (51,903 ) 56,762 Net income attributable to noncontrolling interests — (1,832 ) — (1,832 ) Net income available to common stockholders $ 54,930 $ 51,903 $ (51,903 ) $ 54,930 __________ (1) References to “Issuer” in this Note 20 , Supplemental Guarantor Information have the following meanings: a. for periods prior to July 7, 2015: TRI Pointe Homes only b. for periods from and after July 7, 2015: TRI Pointe Homes and TRI Pointe Group as co-issuers of the 2019 Notes and 2024 Notes 20. Supplemental Guarantor Information (continued) Condensed Consolidating Statement of Operations (in thousands): Six Months Ended June 30, 2016 Issuer (1) Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Homebuilding: Home sales revenue $ 284,784 $ 695,196 $ — $ 979,980 Land and lot sales revenue — 67,669 — 67,669 Other operations revenue — 1,184 — 1,184 Total revenues 284,784 764,049 — 1,048,833 Cost of home sales 239,357 517,880 — 757,237 Cost of land and lot sales — 15,239 — 15,239 Other operations expense — 1,149 — 1,149 Sales and marketing 13,085 45,684 — 58,769 General and administrative 27,792 30,873 — 58,665 Restructuring charges — 350 — 350 Homebuilding income from operations 4,550 152,874 — 157,424 Equity in income of unconsolidated entities — 201 — 201 Other income (loss), net 502 (236 ) — 266 Homebuilding income before income taxes 5,052 152,839 — 157,891 Financial Services: Revenues — 527 — 527 Expenses — 111 — 111 Equity in income of unconsolidated entities — 1,999 — 1,999 Financial services income before income taxes — 2,415 — 2,415 Income before income taxes 5,052 155,254 — 160,306 Equity of net income of subsidiaries 100,385 — (100,385 ) — Provision for income taxes (2,961 ) (54,442 ) — (57,403 ) Net income 102,476 100,812 (100,385 ) 102,903 Net income attributable to noncontrolling interests — (427 ) — (427 ) Net income available to common stockholders $ 102,476 $ 100,385 $ (100,385 ) $ 102,476 __________ (1) References to “Issuer” in this Note 20 , Supplemental Guarantor Information have the following meanings: a. for periods prior to July 7, 2015: TRI Pointe Homes only b. for periods from and after July 7, 2015: TRI Pointe Homes and TRI Pointe Group as co-issuers of the 2019 Notes and 2024 Notes 20. Supplemental Guarantor Information (continued) Condensed Consolidating Statement of Operations (in thousands): Six Months Ended June 30, 2015 Issuer (1) Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Homebuilding: Home sales revenue $ 237,410 $ 564,093 $ — $ 801,503 Land and lot sales revenue — 69,490 — 69,490 Other operations revenue — 1,600 — 1,600 Total revenues 237,410 635,183 — 872,593 Cost of home sales 193,346 448,302 — 641,648 Cost of land and lot sales — 13,873 — 13,873 Other operations expense — 1,134 — 1,134 Sales and marketing 10,428 38,492 — 48,920 General and administrative 25,932 30,482 — 56,414 Restructuring charges (86 ) 806 — 720 Homebuilding income from operations 7,790 102,094 — 109,884 Equity in income of unconsolidated entities — 68 — 68 Other (loss) income, net (112 ) 337 — 225 Homebuilding income before income taxes 7,678 102,499 — 110,177 Financial Services: Revenues — 182 — 182 Expenses — 84 — 84 Equity in loss of unconsolidated entities — (149 ) — (149 ) Financial services loss before income taxes — (51 ) — (51 ) Income before income taxes 7,678 102,448 — 110,126 Equity of net income of subsidiaries 65,764 — (65,764 ) — Provision for income taxes (3,215 ) (34,852 ) — (38,067 ) Net income 70,227 67,596 (65,764 ) 72,059 Net income attributable to noncontrolling interests — (1,832 ) — (1,832 ) Net income available to common stockholders $ 70,227 $ 65,764 $ (65,764 ) $ 70,227 __________ (1) References to “Issuer” in this Note 20 , Supplemental Guarantor Information have the following meanings: a. for periods prior to July 7, 2015: TRI Pointe Homes only b. for periods from and after July 7, 2015: TRI Pointe Homes and TRI Pointe Group as co-issuers of the 2019 Notes and 2024 Notes 20. Supplemental Guarantor Information (continued) Condensed Consolidating Statement of Cash Flows (in thousands): Six Months Ended June 30, 2016 Issuer (1) Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Cash flows from operating activities Net cash used in operating activities $ (149,745 ) $ (36,451 ) $ — $ (186,196 ) Cash flows from investing activities: Purchases of property and equipment (372 ) (751 ) — (1,123 ) Investments in unconsolidated entities — (32 ) — (32 ) Intercompany (39,469 ) — 39,469 — Net cash (used in) provided by investing activities (39,841 ) (783 ) 39,469 (1,155 ) Cash flows from financing activities: Borrowings from debt 392,758 — — 392,758 Repayment of debt (276,426 ) (400 ) — (276,826 ) Debt issuance costs (5,110 ) — — (5,110 ) Net repayments of debt held by variable interest entities — (2,297 ) — (2,297 ) Contributions from noncontrolling interests — 1,810 — 1,810 Distributions to noncontrolling interests — (3,921 ) — (3,921 ) Proceeds from issuance of common stock under share-based awards 18 — — 18 Minimum tax withholding paid on behalf of employees for restricted stock units (1,359 ) — — (1,359 ) Share repurchases (14,698 ) — — (14,698 ) Intercompany — 39,469 (39,469 ) — Net cash provided by (used in) financing activities 95,183 34,661 (39,469 ) 90,375 Net decrease in cash and cash equivalents (94,403 ) (2,573 ) — (96,976 ) Cash and cash equivalents - beginning of period 147,771 66,714 — 214,485 Cash and cash equivalents - end of period $ 53,368 $ 64,141 $ — $ 117,509 __________ (1) References to “Issuer” in this Note 20 , Supplemental Guarantor Information have the following meanings: a. for periods prior to July 7, 2015: TRI Pointe Homes only b. for periods from and after July 7, 2015: TRI Pointe Homes and TRI Pointe Group as co-issuers of the 2019 Notes and 2024 Notes 20. Supplemental Guarantor Information (continued) Condensed Consolidating Statement of Cash Flows (in thousands): Six Months Ended June 30, 2015 Issuer (1) Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Cash flows from operating activities Net cash used in operating activities $ (113,102 ) $ (63,993 ) $ — $ (177,095 ) Cash flows from investing activities: Purchases of property and equipment (427 ) (186 ) — (613 ) Investments in unconsolidated entities — (1,257 ) — (1,257 ) Intercompany (58,117 ) — 58,117 — Net cash (used in) provided by investing activities (58,544 ) (1,443 ) 58,117 (1,870 ) Cash flows from financing activities: Borrowings from notes payable 140,000 — — 140,000 Repayment of notes payable (2,695 ) (200 ) — (2,895 ) Debt issuance costs (2,688 ) — — (2,688 ) Net proceeds of debt held by variable interest entities — (875 ) — (875 ) Contributions from noncontrolling interests — 2,034 — 2,034 Distributions to noncontrolling interests — (4,155 ) — (4,155 ) Proceeds from issuance of common stock under share-based awards 660 — — 660 Excess tax benefit of share-based awards — 352 — 352 Minimum tax withholding paid on behalf of employees for restricted stock units (2,190 ) — — (2,190 ) Intercompany — 58,117 (58,117 ) — Net cash provided by (used in) financing activities 133,087 55,273 (58,117 ) 130,243 Net decrease increase in cash and cash equivalents (38,559 ) (10,163 ) — (48,722 ) Cash and cash equivalents - beginning of period 105,888 64,741 — 170,629 Cash and cash equivalents - end of period $ 67,329 $ 54,578 $ — $ 121,907 __________ (1) References to “Issuer” in this Note 20 , Supplemental Guarantor Information have the following meanings: a. for periods prior to July 7, 2015: TRI Pointe Homes only b. for periods from and after July 7, 2015: TRI Pointe Homes and TRI Pointe Group as co-issuers of the 2019 Notes and 2024 Notes |