Supplemental Guarantor Information | 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 September 30, 2016 and December 31, 2015 , condensed consolidating statements of operations for the three and nine months ended September 30, 2016 and 2015 and condensed consolidating statement of cash flows for the nine month periods ended September 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): September 30, 2016 Issuer (1) Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Assets Cash and cash equivalents $ 61,073 $ 67,642 $ — $ 128,715 Receivables 12,496 22,825 — 35,321 Intercompany receivables 856,866 — (856,866 ) — Real estate inventories 877,940 2,091,208 — 2,969,148 Investments in unconsolidated entities — 17,205 — 17,205 Goodwill and other intangible assets, net 156,604 5,025 — 161,629 Investments in subsidiaries 1,241,559 — (1,241,559 ) — Deferred tax assets, net 18,958 92,929 — 111,887 Other assets 9,266 56,732 — 65,998 Total Assets $ 3,234,762 $ 2,353,566 $ (2,098,425 ) $ 3,489,903 Liabilities Accounts payable $ 21,099 $ 56,568 $ — $ 77,667 Intercompany payables — 856,866 (856,866 ) — Accrued expenses and other liabilities 43,721 175,675 — 219,396 Unsecured revolving credit facility 200,000 — — 200,000 Seller financed loans 17,758 — — 17,758 Senior notes 1,166,724 — — 1,166,724 Total Liabilities 1,449,302 1,089,109 (856,866 ) 1,681,545 Equity Total stockholders’ equity 1,785,460 1,241,559 (1,241,559 ) 1,785,460 Noncontrolling interests — 22,898 — 22,898 Total Equity 1,785,460 1,264,457 (1,241,559 ) 1,808,358 Total Liabilities and Equity $ 3,234,762 $ 2,353,566 $ (2,098,425 ) $ 3,489,903 __________ (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 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 Condensed Consolidating Statement of Operations (in thousands): Three Months Ended September 30, 2016 Issuer (1) Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Homebuilding: Home sales revenue $ 167,769 $ 410,884 $ — $ 578,653 Land and lot sales revenue — 2,535 — 2,535 Other operations revenue — 606 — 606 Total revenues 167,769 414,025 — 581,794 Cost of home sales 144,217 318,106 — 462,323 Cost of land and lot sales — 1,734 — 1,734 Other operations expense — 575 — 575 Sales and marketing 6,598 25,254 — 31,852 General and administrative 15,192 15,958 — 31,150 Restructuring charges — 128 — 128 Homebuilding income from operations 1,762 52,270 — 54,032 Equity in loss of unconsolidated entities — (20 ) — (20 ) Other (loss) income, net (345 ) 366 — 21 Homebuilding income before income taxes 1,417 52,616 — 54,033 Financial Services: Revenues — 235 — 235 Expenses — 72 — 72 Equity in income of unconsolidated entities — 1,247 — 1,247 Financial services income before income taxes — 1,410 — 1,410 Income before income taxes 1,417 54,026 — 55,443 Equity of net income of subsidiaries 34,639 — (34,639 ) — Provision for income taxes (1,222 ) (19,076 ) — (20,298 ) Net income 34,834 34,950 (34,639 ) 35,145 Net income attributable to noncontrolling interests — (311 ) — (311 ) Net income available to common stockholders $ 34,834 $ 34,639 $ (34,639 ) $ 34,834 __________ (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 Condensed Consolidating Statement of Operations (in thousands): Three Months Ended September 30, 2015 Issuer (1) Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Homebuilding: Home sales revenue $ 224,244 $ 418,108 $ — $ 642,352 Land and lot sales revenue — 4,876 — 4,876 Other operations revenue — 613 — 613 Total revenues 224,244 423,597 — 647,841 Cost of home sales 182,754 324,789 — 507,543 Cost of land and lot sales — 3,451 — 3,451 Other operations expense — 570 — 570 Sales and marketing 7,286 22,752 — 30,038 General and administrative 12,942 13,794 — 26,736 Restructuring charges (83 ) 2,093 — 2,010 Homebuilding income from operations 21,345 56,148 — 77,493 Equity in loss of unconsolidated entities — (150 ) — (150 ) Other (loss) income, net (37 ) 84 — 47 Homebuilding income before income taxes 21,308 56,082 — 77,390 Financial Services: Revenues — 300 — 300 Expenses — 47 — 47 Equity in income of unconsolidated entities — 147 — 147 Financial services income before income taxes — 400 — 400 Income before income taxes 21,308 56,482 — 77,790 Equity of net income of subsidiaries 37,924 — (37,924 ) — Provision for income taxes (9,070 ) (18,951 ) — (28,021 ) Net income 50,162 37,531 (37,924 ) 49,769 Net income attributable to noncontrolling interests — 393 — 393 Net income available to common stockholders $ 50,162 $ 37,924 $ (37,924 ) $ 50,162 __________ (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 Condensed Consolidating Statement of Operations (in thousands): Nine Months Ended September 30, 2016 Issuer (1) Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Homebuilding: Home sales revenue $ 452,553 $ 1,106,080 $ — $ 1,558,633 Land and lot sales revenue — 70,204 — 70,204 Other operations revenue — 1,790 — 1,790 Total revenues 452,553 1,178,074 — 1,630,627 Cost of home sales 383,574 835,986 — 1,219,560 Cost of land and lot sales — 16,973 — 16,973 Other operations expense — 1,724 — 1,724 Sales and marketing 19,683 70,938 — 90,621 General and administrative 42,984 46,831 — 89,815 Restructuring charges — 478 — 478 Homebuilding income from operations 6,312 205,144 — 211,456 Equity in income of unconsolidated entities — 181 — 181 Other income, net 157 130 — 287 Homebuilding income before income taxes 6,469 205,455 — 211,924 Financial Services: Revenues — 762 — 762 Expenses — 183 — 183 Equity in income of unconsolidated entities — 3,246 — 3,246 Financial services income before income taxes — 3,825 — 3,825 Income before income taxes 6,469 209,280 — 215,749 Equity of net income of subsidiaries 135,024 — (135,024 ) — Provision for income taxes (4,183 ) (73,518 ) (77,701 ) Net income 137,310 135,762 (135,024 ) 138,048 Net income attributable to noncontrolling interests — (738 ) — (738 ) Net income available to common stockholders $ 137,310 $ 135,024 $ (135,024 ) $ 137,310 __________ (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 Condensed Consolidating Statement of Operations (in thousands): Nine Months Ended September 30, 2015 Issuer (1) Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Homebuilding: Home sales revenue $ 461,654 $ 982,201 $ — $ 1,443,855 Land and lot sales revenue — 74,366 — 74,366 Other operations revenue — 2,213 — 2,213 Total revenues 461,654 1,058,780 — 1,520,434 Cost of home sales 376,100 773,091 — 1,149,191 Cost of land and lot sales — 17,324 — 17,324 Other operations expense — 1,704 — 1,704 Sales and marketing 17,714 61,244 — 78,958 General and administrative 38,874 44,276 — 83,150 Restructuring charges (169 ) 2,899 — 2,730 Homebuilding income from operations 29,135 158,242 — 187,377 Equity in loss of unconsolidated entities — (82 ) — (82 ) Other (loss) income, net (149 ) 421 — 272 Homebuilding income before income taxes 28,986 158,581 — 187,567 Financial Services: Revenues — 482 — 482 Expenses — 131 — 131 Equity in loss of unconsolidated entities — (2 ) — (2 ) Financial services loss before income taxes — 349 — 349 Income before income taxes 28,986 158,930 — 187,916 Equity of net income of subsidiaries 103,688 — (103,688 ) — Provision for income taxes (12,285 ) (53,803 ) — (66,088 ) Net income 120,389 105,127 (103,688 ) 121,828 Net income attributable to noncontrolling interests — (1,439 ) — (1,439 ) Net income available to common stockholders $ 120,389 $ 103,688 $ (103,688 ) $ 120,389 __________ (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 Condensed Consolidating Statement of Cash Flows (in thousands): Nine Months Ended September 30, 2016 Issuer (1) Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Cash flows from operating activities Net cash used in operating activities $ (186,487 ) $ (74,820 ) $ — $ (261,307 ) Cash flows from investing activities: Purchases of property and equipment (831 ) (1,225 ) — (2,056 ) Investments in unconsolidated entities — (32 ) — (32 ) Intercompany (82,951 ) — 82,951 — Net cash (used in) provided by investing activities (83,782 ) (1,257 ) 82,951 (2,088 ) Cash flows from financing activities: Borrowings from debt 491,069 — — 491,069 Repayment of debt (276,426 ) (400 ) — (276,826 ) Debt issuance costs (5,061 ) — — (5,061 ) Net repayments of debt held by variable interest entities — (2,442 ) — (2,442 ) Contributions from noncontrolling interests — 1,955 — 1,955 Distributions to noncontrolling interests — (5,059 ) — (5,059 ) Proceeds from issuance of common stock under share-based awards 461 — — 461 Minimum tax withholding paid on behalf of employees for restricted stock units (1,359 ) — — (1,359 ) Share repurchases (25,113 ) — — (25,113 ) Intercompany — 82,951 (82,951 ) — Net cash provided by (used in) financing activities 183,571 77,005 (82,951 ) 177,625 Net decrease in cash and cash equivalents (86,698 ) 928 — (85,770 ) Cash and cash equivalents - beginning of period 147,771 66,714 — 214,485 Cash and cash equivalents - end of period $ 61,073 $ 67,642 $ — $ 128,715 __________ (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 Condensed Consolidating Statement of Cash Flows (in thousands): Nine Months Ended September 30, 2015 Issuer (1) Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Cash flows from operating activities Net cash used in operating activities $ (69,362 ) $ (70,649 ) $ — $ (140,011 ) Cash flows from investing activities: Purchases of property and equipment (382 ) (677 ) — (1,059 ) Investments in unconsolidated entities — (1,458 ) — (1,458 ) Distributions from unconsolidated entities — 319 — 319 Intercompany (78,354 ) — 78,354 — Net cash (used in) provided by investing activities (78,736 ) (1,816 ) 78,354 (2,198 ) Cash flows from financing activities: Borrowings from notes payable 140,000 — — 140,000 Repayment of notes payable (57,513 ) (200 ) — (57,713 ) Debt issuance costs (2,688 ) — — (2,688 ) Net proceeds of debt held by variable interest entities — (5,927 ) — (5,927 ) Contributions from noncontrolling interests — 4,281 — 4,281 Distributions to noncontrolling interests — (9,198 ) — (9,198 ) Proceeds from issuance of common stock under share-based awards 1,616 — — 1,616 Excess tax benefit of share-based awards — 392 — 392 Minimum tax withholding paid on behalf of employees for restricted stock units (2,190 ) — — (2,190 ) Intercompany — 78,354 (78,354 ) — Net cash provided by (used in) financing activities 79,225 67,702 (78,354 ) 68,573 Net decrease increase in cash and cash equivalents (68,873 ) (4,763 ) — (73,636 ) Cash and cash equivalents - beginning of period 105,888 64,741 — 170,629 Cash and cash equivalents - end of period $ 37,015 $ 59,978 $ — $ 96,993 __________ (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 |