Supplemental Guarantor Information | Supplemental Guarantor Information 2021 Notes, 2027 Notes and 2028 Notes On May 26, 2016, TRI Pointe Group issued the 2021 Notes, on June 5, 2017, TRI Pointe Group issued the 2027 Notes and on June 10, 2020, TRI P ointe Group issued the 2028 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 these Notes. Each Guarantor of the 2021 Notes, the 2027 Notes and the 2028 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, the 2027 Notes and the 2028 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, the 2027 Notes and the 2028 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, the 2027 Notes or the 2028 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 June 30, 2020 and December 31, 2019, condensed consolidating statements of operations for the three and six months ended June 30, 2020 and 2019 and condensed consolidating statement of cash flows for the six months ended June 30, 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): June 30, 2020 Issuer Guarantor Consolidating Consolidated Assets Cash and cash equivalents $ 393,481 $ 81,064 $ — $ 474,545 Receivables 27,555 60,025 — 87,580 Intercompany receivables 421,075 — (421,075) — Real estate inventories 699,708 2,312,914 — 3,012,622 Investments in unconsolidated entities — 36,040 — 36,040 Goodwill and other intangible assets, net 156,604 3,022 — 159,626 Investments in subsidiaries 1,968,697 — (1,968,697) — Deferred tax assets, net 9,021 30,723 — 39,744 Other assets 5,192 162,555 — 167,747 Total assets $ 3,681,333 $ 2,686,343 $ (2,389,772) $ 3,977,904 Liabilities Accounts payable $ 16,911 $ 54,175 $ — $ 71,086 Intercompany payables — 421,075 (421,075) — Accrued expenses and other liabilities 72,434 242,384 — 314,818 Loans payable 250,000 — — 250,000 Senior notes 1,166,189 — — 1,166,189 Total liabilities 1,505,534 717,634 (421,075) 1,802,093 Equity Total stockholders’ equity 2,175,799 1,968,697 (1,968,697) 2,175,799 Noncontrolling interests — 12 — 12 Total equity 2,175,799 1,968,709 (1,968,697) 2,175,811 Total liabilities and equity $ 3,681,333 $ 2,686,343 $ (2,389,772) $ 3,977,904 Condensed Consolidating Balance Sheet (in thousands): December 31, 2019 Issuer Guarantor Consolidating Consolidated 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 June 30, 2020 Issuer Guarantor Consolidating Consolidated Homebuilding: Home sales revenue $ 206,473 $ 560,469 $ — $ 766,942 Land and lot sales revenue — 220 — 220 Other operations revenue — 648 — 648 Total revenues 206,473 561,337 — 767,810 Cost of home sales 172,086 429,348 — 601,434 Cost of land and lot sales — 374 — 374 Other operations expense — 624 — 624 Sales and marketing 10,667 34,527 — 45,194 General and administrative 19,875 17,679 — 37,554 Restructuring charges 1,111 4,438 — 5,549 Homebuilding income from operations 2,734 74,347 — 77,081 Equity in loss of unconsolidated entities — (25) — (25) Other loss, net (6,320) (8) — (6,328) Homebuilding (loss) income before income taxes (3,586) 74,314 — 70,728 Financial Services: Revenues — 2,296 — 2,296 Expenses — 1,285 — 1,285 Equity in income of unconsolidated entities — 2,932 — 2,932 Financial services income before income taxes — 3,943 — 3,943 (Loss) income before income taxes (3,586) 78,257 — 74,671 Equity of net income of subsidiaries 60,114 — (60,114) — Provision for income taxes — (18,143) — (18,143) Net income $ 56,528 $ 60,114 $ (60,114) $ 56,528 Condensed Consolidating Statement of Operations (in thousands): Three Months Ended June 30, 2019 Issuer Guarantor Consolidating Consolidated Homebuilding: Home sales revenue $ 192,752 $ 499,386 $ — $ 692,138 Land and lot sales revenue — 5,183 — 5,183 Other operations revenue — 637 — 637 Total revenues 192,752 505,206 — 697,958 Cost of home sales 163,356 411,328 — 574,684 Cost of land and lot sales — 5,562 — 5,562 Other operations expense — 627 — 627 Sales and marketing 9,961 37,104 — 47,065 General and administrative 18,391 18,463 — 36,854 Homebuilding income from operations 1,044 32,122 — 33,166 Equity in loss of unconsolidated entities — (26) — (26) Other income, net 8 145 — 153 Homebuilding income before income taxes 1,052 32,241 — 33,293 Financial Services: Revenues — 756 — 756 Expenses — 627 — 627 Equity in income of unconsolidated entities — 1,972 — 1,972 Financial services income before income taxes — 2,101 — 2,101 Income before income taxes 1,052 34,342 — 35,394 Equity of net income of subsidiaries 25,215 — (25,215) — Provision for income taxes (5) (9,127) — (9,132) Net income $ 26,262 $ 25,215 $ (25,215) $ 26,262 Condensed Consolidating Statement of Operations (in thousands): Six Months Ended June 30, 2020 Issuer (1) Guarantor Consolidating Consolidated Homebuilding: Home sales revenue $ 365,143 $ 996,637 $ — $ 1,361,780 Land and lot sales revenue — 220 — 220 Other operations revenue — 1,266 — 1,266 Total revenues 365,143 998,123 — 1,363,266 Cost of home sales 307,986 766,330 — 1,074,316 Cost of land and lot sales — 576 — 576 Other operations expense — 1,248 — 1,248 Sales and marketing 21,102 66,729 — 87,831 General and administrative 39,218 38,173 — 77,391 Restructuring charges 1,111 4,438 — 5,549 Homebuilding (loss) income from operations (4,274) 120,629 — 116,355 Equity in loss of unconsolidated entities — (39) — (39) Other (loss) income, net (6,128) 173 — (5,955) Homebuilding (loss) income before income taxes (10,402) 120,763 — 110,361 Financial Services: Revenues — 3,890 — 3,890 Expenses — 2,364 — 2,364 Equity in income of unconsolidated entities — 4,488 — 4,488 Financial services income before income taxes — 6,014 — 6,014 (Loss) income before income taxes (10,402) 126,777 — 116,375 Equity of net income of subsidiaries 98,813 — (98,813) — Provision for income taxes — (27,964) — (27,964) Net income $ 88,411 $ 98,813 $ (98,813) $ 88,411 Condensed Consolidating Statement of Operations (in thousands): Six Months Ended June 30, 2019 Issuer (1) Guarantor Consolidating Consolidated Homebuilding: Home sales revenue $ 364,543 $ 820,298 $ — $ 1,184,841 Land and lot sales revenue — 6,212 — 6,212 Other operations revenue — 1,235 — 1,235 Total revenues 364,543 827,745 — 1,192,288 Cost of home sales 308,431 687,789 — 996,220 Cost of land and lot sales — 7,057 — 7,057 Other operations expense — 1,217 — 1,217 Sales and marketing 19,260 66,794 — 86,054 General and administrative 37,870 37,581 — 75,451 Homebuilding (loss) income from operations (1,018) 27,307 — 26,289 Equity in loss of unconsolidated entities — (51) — (51) Other income, net 6,148 246 — 6,394 Homebuilding income before taxes 5,130 27,502 — 32,632 Financial Services: Revenues — 1,058 — 1,058 Expenses — 948 — 948 Equity in loss of unconsolidated entities — 2,747 — 2,747 Financial services income from operations before taxes — 2,857 — 2,857 Income before taxes 5,130 30,359 — 35,489 Equity of net income of subsidiaries 21,208 — (21,208) — Provision for income taxes (5) (9,151) — (9,156) Net income $ 26,333 $ 21,208 $ (21,208) $ 26,333 Condensed Consolidating Statement of Cash Flows (in thousands): Six Months Ended June 30, 2020 Issuer Guarantor Consolidating Consolidated Cash flows from operating activities: Net cash provided by operating activities $ 36,321 $ 129,907 $ — $ 166,228 Cash flows from investing activities: Purchases of property and equipment (4,162) (7,840) — (12,002) Proceeds from sale of property and equipment — 17 — 17 Investments in unconsolidated entities — (25,715) — (25,715) Intercompany 158,116 — (158,116) — Net cash used in (provided by) investing activities 153,954 (33,538) (158,116) (37,700) Cash flows from financing activities: Borrowings from debt 850,000 — — 850,000 Repayment of debt (721,673) — — (721,673) Debt issuance costs (4,768) — — (4,768) Proceeds from issuance of common stock under 921 — — 921 Minimum tax withholding paid on behalf of employees for restricted stock units (5,473) — — (5,473) Share repurchases (102,001) — — (102,001) Intercompany — (158,116) 158,116 — Net cash provided by (used in) financing activities 17,006 (158,116) 158,116 17,006 Net increase (decrease) in cash and cash equivalents 207,281 (61,747) — 145,534 Cash and cash equivalents–beginning of period 186,200 142,811 — 329,011 Cash and cash equivalents–end of period $ 393,481 $ 81,064 $ — $ 474,545 Condensed Consolidating Statement of Cash Flows (in thousands): Six Months Ended June 30, 2019 Issuer Guarantor Consolidating Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 32,114 $ (136,053) $ — $ (103,939) Cash flows from investing activities: Purchases of property and equipment (4,532) (8,610) — (13,142) Proceeds from sale of property and equipment — 46 — 46 Investments in unconsolidated entities — (712) — (712) Intercompany (133,658) — 133,658 — Net cash used in investing activities (138,190) (9,276) 133,658 (13,808) Cash flows from financing activities: Borrowings from notes payable 400,000 — — 400,000 Repayment of notes payable (381,895) — — (381,895) Debt issuance costs (3,125) — — (3,125) Proceeds from issuance of common stock under share-based awards 199 — — 199 Minimum tax withholding paid on behalf of employees for restricted stock units (3,612) — — (3,612) Intercompany — 133,658 (133,658) — Net cash provided by (used in) financing activities 11,567 133,658 (133,658) 11,567 Net decrease in cash and cash equivalents (94,509) (11,671) — (106,180) Cash and cash equivalents–beginning of period 148,129 129,567 — 277,696 Cash and cash equivalents–end of period $ 53,620 $ 117,896 $ — $ 171,516 |