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 September 30, 2020 and December 31, 2019, condensed consolidating statements of operations for the three and nine months ended September 30, 2020 and 2019 and condensed consolidating statement of cash flows for the nine months ended September 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): September 30, 2020 Issuer Guarantor Consolidating Consolidated Assets Cash and cash equivalents $ 484,490 $ 9,095 $ — $ 493,585 Receivables 19,054 54,365 — 73,419 Intercompany receivables 178,690 — (178,690) — Real estate inventories 753,947 2,235,430 — 2,989,377 Investments in unconsolidated entities — 36,880 — 36,880 Goodwill and other intangible assets, net 156,604 2,888 — 159,492 Investments in subsidiaries 2,041,698 — (2,041,698) — Deferred tax assets, net 9,021 21,731 — 30,752 Other assets 2,504 171,556 — 174,060 Total assets $ 3,646,008 $ 2,531,945 $ (2,220,388) $ 3,957,565 Liabilities Accounts payable $ 22,361 $ 71,703 $ — $ 94,064 Intercompany payables — 178,690 (178,690) — Accrued expenses and other liabilities 92,305 239,842 — 332,147 Loans payable 250,000 — — 250,000 Senior notes 1,083,254 — — 1,083,254 Total liabilities 1,447,920 490,235 (178,690) 1,759,465 Equity Total stockholders’ equity 2,198,088 2,041,698 (2,041,698) 2,198,088 Noncontrolling interests — 12 — 12 Total equity 2,198,088 2,041,710 (2,041,698) 2,198,100 Total liabilities and equity $ 3,646,008 $ 2,531,945 $ (2,220,388) $ 3,957,565 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 September 30, 2020 Issuer Guarantor Consolidating Consolidated Homebuilding: Home sales revenue $ 202,648 $ 623,388 $ — $ 826,036 Land and lot sales revenue — 3,242 — 3,242 Other operations revenue — 634 — 634 Total revenues 202,648 627,264 — 829,912 Cost of home sales 164,915 478,541 — 643,456 Cost of land and lot sales — 3,214 — 3,214 Other operations expense — 624 — 624 Sales and marketing 10,019 34,695 — 44,714 General and administrative 19,539 16,784 — 36,323 Restructuring charges 7 47 — 54 Homebuilding income from operations 8,168 93,359 — 101,527 Equity in gain of unconsolidated entities — 106 — 106 Other (expense) income, net (3,318) 198 — (3,120) Homebuilding income before income taxes 4,850 93,663 — 98,513 Financial Services: Revenues — 2,552 — 2,552 Expenses — 1,334 — 1,334 Equity in income of unconsolidated entities — 3,273 — 3,273 Financial services income before income taxes — 4,491 — 4,491 Income before income taxes 4,850 98,154 — 103,004 Equity of net income (loss) of subsidiaries 73,832 — (73,832) — Provision for income taxes — (24,322) — (24,322) Net income $ 78,682 $ 73,832 $ (73,832) $ 78,682 Condensed Consolidating Statement of Operations (in thousands): Three Months Ended September 30, 2019 Issuer Guarantor Consolidating Consolidated Homebuilding: Home sales revenue $ 154,737 $ 591,532 $ — $ 746,269 Land and lot sales revenue — 607 — 607 Other operations revenue — 618 — 618 Total revenues 154,737 592,757 — 747,494 Cost of home sales 130,248 447,379 — 577,627 Cost of land and lot sales — 495 — 495 Other operations expense — 609 — 609 Sales and marketing 9,716 38,118 — 47,834 General and administrative 19,353 19,398 — 38,751 Homebuilding (loss) income from operations (4,580) 86,758 — 82,178 Equity in income of unconsolidated entities — 18 — 18 Other income, net 21 304 — 325 Homebuilding (loss) income before income taxes (4,559) 87,080 — 82,521 Financial Services: Revenues — 901 — 901 Expenses — 817 — 817 Equity in income of unconsolidated entities — 2,114 — 2,114 Financial services income before income taxes — 2,198 — 2,198 (Loss) income before income taxes (4,559) 89,278 — 84,719 Equity of net income of subsidiaries 67,420 — (67,420) — Provision for income taxes — (21,858) — (21,858) Net income $ 62,861 $ 67,420 $ (67,420) $ 62,861 Condensed Consolidating Statement of Operations (in thousands): Nine Months Ended September 30, 2020 Issuer (1) Guarantor Consolidating Consolidated Homebuilding: Home sales revenue $ 567,791 $ 1,620,025 $ — $ 2,187,816 Land and lot sales revenue — 3,462 — 3,462 Other operations revenue — 1,900 — 1,900 Total revenues 567,791 1,625,387 — 2,193,178 Cost of home sales 472,901 1,244,871 — 1,717,772 Cost of land and lot sales — 3,790 — 3,790 Other operations expense — 1,872 — 1,872 Sales and marketing 31,121 101,424 — 132,545 General and administrative 58,757 54,957 — 113,714 Restructuring charges 1,118 4,485 — 5,603 Homebuilding income from operations 3,894 213,988 — 217,882 Equity in income of unconsolidated entities — 67 — 67 Other (loss) income, net (9,446) 371 — (9,075) Homebuilding (loss) income before income taxes (5,552) 214,426 — 208,874 Financial Services: Revenues — 6,442 — 6,442 Expenses — 3,698 — 3,698 Equity in income of unconsolidated entities — 7,761 — 7,761 Financial services income before income taxes — 10,505 — 10,505 (Loss) income before income taxes (5,552) 224,931 — 219,379 Equity of net income (loss) of subsidiaries 172,645 (172,645) — Provision for income taxes — (52,286) — (52,286) Net income $ 167,093 $ 172,645 $ (172,645) $ 167,093 Condensed Consolidating Statement of Operations (in thousands): Nine Months Ended September 30, 2019 Issuer (1) Guarantor Consolidating Consolidated Homebuilding: Home sales revenue $ 519,280 $ 1,411,830 $ — $ 1,931,110 Land and lot sales revenue — 6,819 — 6,819 Other operations revenue — 1,853 — 1,853 Total revenues 519,280 1,420,502 — 1,939,782 Cost of home sales 438,679 1,135,168 — 1,573,847 Cost of land and lot sales — 7,552 — 7,552 Other operations expense — 1,826 — 1,826 Sales and marketing 28,976 104,912 — 133,888 General and administrative 57,223 56,979 — 114,202 Homebuilding (loss) income from operations (5,598) 114,065 — 108,467 Equity in loss of unconsolidated entities — (33) — (33) Other income, net 6,169 550 — 6,719 Homebuilding income before taxes 571 114,582 — 115,153 Financial Services: Revenues — 1,959 — 1,959 Expenses — 1,765 — 1,765 Equity in income of unconsolidated entities — 4,861 — 4,861 Financial services income from operations before taxes — 5,055 — 5,055 Income before taxes 571 119,637 — 120,208 Equity of net income of subsidiaries 88,628 — (88,628) — Provision for income taxes (5) (31,009) — (31,014) Net income $ 89,194 $ 88,628 $ (88,628) $ 89,194 Condensed Consolidating Statement of Cash Flows (in thousands): Nine Months Ended September 30, 2020 Issuer Guarantor Consolidating Consolidated Cash flows from operating activities: Net cash provided by operating activities $ 33,229 $ 304,905 $ — $ 338,134 Cash flows from investing activities: Purchases of property and equipment (6,533) (10,249) — (16,782) Proceeds from sale of property and equipment — 26 — 26 Investments in unconsolidated entities — (26,822) — (26,822) Intercompany 401,576 — (401,576) — Net cash provided by (used in) investing activities 395,043 (37,045) (401,576) (43,578) Cash flows from financing activities: Borrowings from debt 850,000 — — 850,000 Repayment of debt (808,791) — — (808,791) Debt issuance costs (4,768) — — (4,768) Proceeds from issuance of common stock under 3,112 — — 3,112 Minimum tax withholding paid on behalf of employees for restricted stock units (5,473) — — (5,473) Share repurchases (164,062) — — (164,062) Intercompany — (401,576) 401,576 — Net cash (used in) financing activities (129,982) (401,576) 401,576 (129,982) Net increase (decrease) in cash and cash equivalents 298,290 (133,716) — 164,574 Cash and cash equivalents–beginning of period 186,200 142,811 — 329,011 Cash and cash equivalents–end of period $ 484,490 $ 9,095 $ — $ 493,585 Condensed Consolidating Statement of Cash Flows (in thousands): Nine Months Ended September 30, 2019 Issuer Guarantor Consolidating Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 5,678 $ (99,987) $ — $ (94,309) Cash flows from investing activities: Purchases of property and equipment (7,088) (15,304) — (22,392) Proceeds from sale of property and equipment — 46 — 46 Investments in unconsolidated entities — (712) — (712) Intercompany (81,969) — 81,969 — Net cash used in investing activities (89,057) (15,970) 81,969 (23,058) 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 300 — — 300 Minimum tax withholding paid on behalf of employees for restricted stock units (3,612) — — (3,612) Share repurchases (41,735) — — (41,735) Intercompany — 81,969 (81,969) — Net cash (used in) provided by financing activities (30,067) 81,969 (81,969) (30,067) Net decrease in cash and cash equivalents (113,446) (33,988) — (147,434) Cash and cash equivalents–beginning of period 148,129 129,567 — 277,696 Cash and cash equivalents–end of period $ 34,683 $ 95,579 $ — $ 130,262 |