Supplemental Guarantor Information | Supplemental Guarantor Information 2021 Notes and 2027 Notes On May 26, 2016, TRI Pointe Group issued the 2021 Notes. On June 5, 2017, TRI Pointe Group issued the 2027 Notes. All of TRI Pointe Group’s 100% owned subsidiaries that are guarantors (each a “Guarantor” and, collectively, the “Guarantors”) of the Credit Facility, including TRI Pointe Homes, are party to supplemental indentures pursuant to which they jointly and severally guarantee TRI Pointe Group’s obligations with respect to the 2021 Notes and the 2027 Notes. Each Guarantor of the 2021 Notes and the 2027 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 and the 2027 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 and the 2027 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 or the 2027 Notes; (vi) TRI Pointe Group exercises its legal defeasance or covenant defeasance options; or (vii) all obligations under the applicable supplemental indenture are discharged. 2024 Notes TRI Pointe Group and TRI Pointe Homes are co-issuers of 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 2024 Notes. Each Guarantor of 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 2024 Notes, as described below. A Guarantor of 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 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 March 31, 2020 and December 31, 2019 , condensed consolidating statements of operations for the three months ended March 31, 2020 and 2019 and condensed consolidating statement of cash flows for the three months ended March 31, 2020 and 2019 . 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 2024 Notes, is presented together in the column titled “Issuer”. Condensed Consolidating Balance Sheet (in thousands): March 31, 2020 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Assets Cash and cash equivalents $ 496,116 $ 128,013 $ — $ 624,129 Receivables 21,554 62,147 — 83,701 Intercompany receivables 637,118 — (637,118 ) — Real estate inventories 759,636 2,434,512 — 3,194,148 Investments in unconsolidated entities — 11,091 — 11,091 Goodwill and other intangible assets, net 156,604 3,155 — 159,759 Investments in subsidiaries 1,909,197 — (1,909,197 ) — Deferred tax assets, net 9,020 37,246 — 46,266 Other assets 9,508 164,451 — 173,959 Total assets $ 3,998,753 $ 2,840,615 $ (2,546,315 ) $ 4,293,053 Liabilities Accounts payable $ 17,173 $ 60,102 $ — $ 77,275 Intercompany payables — 637,118 (637,118 ) — Accrued expenses and other liabilities 81,374 234,186 — 315,560 Loans payable 750,000 — — 750,000 Senior notes 1,034,925 — — 1,034,925 Total liabilities 1,883,472 931,406 (637,118 ) 2,177,760 Equity Total stockholders’ equity 2,115,281 1,909,197 (1,909,197 ) 2,115,281 Noncontrolling interests — 12 — 12 Total equity 2,115,281 1,909,209 (1,909,197 ) 2,115,293 Total liabilities and equity $ 3,998,753 $ 2,840,615 $ (2,546,315 ) $ 4,293,053 Condensed Consolidating Balance Sheet (in thousands): December 31, 2019 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Assets Cash and cash equivalents $ 186,200 $ 142,811 $ — $ 329,011 Receivables 26,016 43,260 — 69,276 Intercompany receivables 576,846 — (576,846 ) — Real estate inventories 737,662 2,327,774 — 3,065,436 Investments in unconsolidated entities — 11,745 — 11,745 Goodwill and other intangible assets, net 156,604 3,289 — 159,893 Investments in subsidiaries 1,870,885 — (1,870,885 ) — Deferred tax assets, net 9,020 40,884 — 49,904 Other assets 14,676 158,749 — 173,425 Total assets $ 3,577,909 $ 2,728,512 $ (2,447,731 ) $ 3,858,690 Liabilities Accounts payable $ 14,915 $ 51,205 $ — $ 66,120 Intercompany payables — 576,846 (576,846 ) — Accrued expenses and other liabilities 92,479 229,564 — 322,043 Loans payable 250,000 — — 250,000 Senior notes 1,033,985 — — 1,033,985 Total liabilities 1,391,379 857,615 (576,846 ) 1,672,148 Equity Total stockholders’ equity 2,186,530 1,870,885 (1,870,885 ) 2,186,530 Noncontrolling interests — 12 — 12 Total equity 2,186,530 1,870,897 (1,870,885 ) 2,186,542 Total liabilities and equity $ 3,577,909 $ 2,728,512 $ (2,447,731 ) $ 3,858,690 Condensed Consolidating Statement of Operations (in thousands): Three Months Ended March 31, 2020 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Homebuilding: Home sales revenue $ 158,670 $ 436,168 $ — $ 594,838 Land and lot sales revenue — — — — Other operations revenue — 618 — 618 Total revenues 158,670 436,786 — 595,456 Cost of home sales 135,900 336,982 — 472,882 Cost of land and lot sales — 202 — 202 Other operations expense — 624 — 624 Sales and marketing 10,435 32,202 — 42,637 General and administrative 19,343 20,494 — 39,837 Homebuilding (loss) income from operations (7,008 ) 46,282 — 39,274 Equity in income of unconsolidated entities — (14 ) — (14 ) Other income, net 192 181 — 373 Homebuilding (loss) income before income taxes (6,816 ) 46,449 — 39,633 Financial Services: Revenues — 1,594 — 1,594 Expenses — 1,079 — 1,079 Equity in income of unconsolidated entities — 1,556 — 1,556 Financial services income before income taxes — 2,071 — 2,071 (Loss) income before income taxes (6,816 ) 48,520 — 41,704 Equity of net income of subsidiaries 38,699 — (38,699 ) — Provision for income taxes — (9,821 ) — (9,821 ) Net income $ 31,883 $ 38,699 $ (38,699 ) $ 31,883 Condensed Consolidating Statement of Operations (in thousands): Three Months Ended March 31, 2019 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Homebuilding: Home sales revenue $ 171,791 $ 320,912 $ — $ 492,703 Land and lot sales revenue — 1,029 — 1,029 Other operations revenue — 598 — 598 Total revenues 171,791 322,539 — 494,330 Cost of home sales 145,075 276,461 — 421,536 Cost of land and lot sales — 1,495 — 1,495 Other operations expense — 590 — 590 Sales and marketing 9,299 29,690 — 38,989 General and administrative 19,479 19,118 — 38,597 Homebuilding loss from operations (2,062 ) (4,815 ) — (6,877 ) Equity in loss of unconsolidated entities — (25 ) — (25 ) Other income, net 6,140 101 — 6,241 Homebuilding income (loss) before income taxes 4,078 (4,739 ) — (661 ) Financial Services: Revenues — 302 — 302 Expenses — 321 — 321 Equity in income of unconsolidated entities — 775 — 775 Financial services income before income taxes — 756 — 756 Income (loss) before income taxes 4,078 (3,983 ) — 95 Equity of net (loss) income of subsidiaries (4,007 ) — 4,007 — Provision for income taxes (24 ) — (24 ) Net income (loss) $ 71 $ (4,007 ) $ 4,007 $ 71 Condensed Consolidating Statement of Cash Flows (in thousands): Three Months Ended March 31, 2020 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Cash flows from operating activities: Net cash used in operating activities $ (21,426 ) $ (67,548 ) $ — $ (88,974 ) Cash flows from investing activities: Purchases of property and equipment (2,801 ) (5,438 ) — (8,239 ) Proceeds from sale of property and equipment — 17 — 17 Investments in unconsolidated entities — (929 ) — (929 ) Intercompany (59,100 ) — 59,100 — Net cash used in investing activities (61,901 ) (6,350 ) 59,100 (9,151 ) Cash flows from financing activities: Borrowings from debt 500,000 — — 500,000 Debt issuance costs — — — — Proceeds from issuance of common stock under share-based awards 689 1 — 690 Minimum tax withholding paid on behalf of employees for restricted stock units (5,445 ) (1 ) — (5,446 ) Share repurchases (102,001 ) — — (102,001 ) Intercompany — 59,100 (59,100 ) — Net cash provided by financing activities 393,243 59,100 (59,100 ) 393,243 Net increase (decrease) in cash and cash equivalents 309,916 (14,798 ) — 295,118 Cash and cash equivalents–beginning of period 186,200 142,811 — 329,011 Cash and cash equivalents–end of period $ 496,116 $ 128,013 $ — $ 624,129 Condensed Consolidating Statement of Cash Flows (in thousands): Three Months Ended March 31, 2019 Issuer Guarantor Subsidiaries Consolidating Adjustments Consolidated TRI Pointe Group, Inc. Cash flows from operating activities: Net cash provided by (used in) operating activities $ 15,054 $ (129,979 ) $ — $ (114,925 ) Cash flows from investing activities: Purchases of property and equipment (2,065 ) (5,159 ) — (7,224 ) Proceeds from sale of property and equipment — 7 — 7 Investments in unconsolidated entities — (231 ) — (231 ) Intercompany (98,723 ) — 98,723 — Net cash used in investing activities (100,788 ) (5,383 ) 98,723 (7,448 ) Cash flows from financing activities: Repayment of notes payable (10 ) — — (10 ) Debt issuance costs (3,124 ) — — (3,124 ) Proceeds from issuance of common stock under share-based awards 198 — — 198 Minimum tax withholding paid on behalf of employees for restricted stock units (3,605 ) — — (3,605 ) Intercompany — 98,723 (98,723 ) — Net cash (used in) provided by financing activities (6,541 ) 98,723 (98,723 ) (6,541 ) Net decrease in cash and cash equivalents (92,275 ) (36,639 ) — (128,914 ) Cash and cash equivalents–beginning of period 148,129 129,567 — 277,696 Cash and cash equivalents–end of period $ 55,854 $ 92,928 $ — $ 148,782 |