Supplemental Guarantor Information | 20. Supplemental Guarantor Information On the Closing Date, the Company assumed WRECO’s obligations as issuer of the Senior Notes. Additionally, all of TRI Pointe’s wholly owned subsidiaries that are guarantors of the Company’s unsecured $550 million revolving credit facility, including WRECO and certain of its wholly owned subsidiaries, entered into supplemental indentures pursuant to which they jointly and severally guaranteed TRI Pointe’s obligations with respect to the Senior Notes. Presented below are the condensed consolidating balance sheets at June 30, 2015 and December 31, 2014, condensed consolidating statements of operations for the three and six months ended June 30, 2015 and cash flows for the six month period ended June 30, 2015. TRI Pointe’s non-guarantor subsidiaries represent less than 3% on an individual and aggregate basis of consolidated total assets, total revenues, income from operations before taxes and cash flow from operating activities. Therefore, the non-guarantor subsidiaries’ information is not separately presented in the tables below. As discussed in Note 1, the Merger was treated as a “reverse acquisition” with WRECO being considered the accounting acquirer. Accordingly, the financial statements reflect the historical results of WRECO for all periods and do not include the historical financial information of TRI Pointe prior to the Closing Date. Subsequent to the Closing Date, the consolidated financial statements reflect the results of the combined company. As a result, we have not included condensed consolidating statements of operations for the three or six months ended June 30, 2014 or cash flows for the six months ended June 30, 2014 because those results are of WRECO and are already included on the face of the consolidated financial statements. In addition, there is no financial information for TRI Pointe, issuer of the Senior Notes, in the periods prior to the Closing Date. Condensed Consolidating Balance Sheet (in thousands): June 30, 2015 Consolidated TRI Pointe Guarantor Consolidating TRI Pointe Homes, Inc. Subsidiaries Adjustments Homes, Inc. (unaudited) (unaudited) (unaudited) (unaudited) Assets Cash and cash equivalents $ 67,329 $ 54,578 $ — $ 121,907 Receivables 12,721 21,468 — 34,189 Intercompany receivables 851,310 — (851,310 ) — Real estate inventories 696,810 1,838,943 — 2,535,753 Investments in unconsolidated entities — 17,325 17,325 Goodwill and other intangible assets, net 162,296 — — 162,296 Investments in subsidiaries 1,007,550 — (1,007,550 ) — Deferred tax assets 23,630 124,737 — 148,367 Other assets 38,948 48,402 — 87,350 Total Assets $ 2,860,594 $ 2,105,453 $ (1,858,860 ) $ 3,107,187 Liabilities Accounts payable $ 4,449 $ 46,560 $ — $ 51,009 Intercompany payables — 851,310 (851,310 ) — Accrued expenses and other liabilities 27,725 177,697 — 205,422 Unsecured revolving credit facility 399,392 — — 399,392 Seller financed loans 11,990 400 — 12,390 Senior notes 888,267 — — 888,267 Total Liabilities 1,331,823 1,075,967 (851,310 ) 1,556,480 Equity Total stockholders' equity 1,528,771 1,007,550 (1,007,550 ) 1,528,771 Noncontrolling interests — 21,936 — 21,936 Total Equity 1,528,771 1,029,486 (1,007,550 ) 1,550,707 Total Liabilities and Equity $ 2,860,594 $ 2,105,453 $ (1,858,860 ) $ 3,107,187 20. Supplemental Guarantor Information (continued) Condensed Consolidating Balance Sheet (in thousands): December 31, 2014 Consolidated TRI Pointe Guarantor Consolidating TRI Pointe Homes, Inc. Subsidiaries Adjustments Homes, Inc. (unaudited) (unaudited) (unaudited) Assets Cash and cash equivalents $ 105,888 $ 64,741 $ — $ 170,629 Receivables 5,050 15,068 — 20,118 Intercompany receivables 797,480 — (797,480 ) — Real estate inventories 613,665 1,666,518 — 2,280,183 Investments in unconsolidated entities — 16,805 — 16,805 Goodwill and other intangible assets, net 156,603 5,960 — 162,563 Investments in subsidiaries 941,397 — (941,397 ) — Deferred tax assets 23,630 134,191 — 157,821 Other assets 55,199 50,206 — 105,405 Total Assets $ 2,698,912 $ 1,953,489 $ (1,738,877 ) $ 2,913,524 Liabilities Accounts payable $ 25,800 $ 43,060 $ — $ 68,860 Intercompany payables — 797,480 (797,480 ) — Accrued expenses and other liabilities 57,353 152,656 — 210,009 Unsecured revolving credit facility 260,000 — — 260,000 Seller financed loans 14,077 600 — 14,677 Senior notes 887,502 — — 887,502 Total Liabilities 1,244,732 993,796 (797,480 ) 1,441,048 Equity Total stockholders' equity 1,454,180 941,397 (941,397 ) 1,454,180 Noncontrolling interests — 18,296 — 18,296 Total Equity 1,454,180 959,693 (941,397 ) 1,472,476 Total Liabilities and Equity $ 2,698,912 $ 1,953,489 $ (1,738,877 ) $ 2,913,524 20. Supplemental Guarantor Information (continued) Condensed Consolidating Statement of Operations (in thousands - unaudited): Three Months Ended June 30, 2015 Consolidated TRI Pointe Guarantor Consolidating TRI Pointe Homes, Inc. Subsidiaries Adjustments Homes, Inc. Revenues: Home sales $ 130,552 $ 296,686 $ — $ 427,238 Land and lot sales — 67,490 — 67,490 Other operations — 789 — 789 Total revenues 130,552 364,965 — 495,517 Expenses: Cost of home sales 106,365 235,377 — 341,742 Cost of land and lot sales — 11,564 — 11,564 Other operations — 592 — 592 Sales and marketing 5,447 20,187 — 25,634 General and administrative 13,260 15,039 — 28,299 Restructuring charges (86 ) 584 — 498 Total expenses 124,986 283,343 — 408,329 Income from operations 5,566 81,622 — 87,188 Equity in loss of unconsolidated entities — (155 ) — (155 ) Other income, net (151 ) 120 — (31 ) Income before taxes 5,415 81,587 — 87,002 Provision for income taxes (2,388 ) (27,852 ) — (30,240 ) Equity of net income of subsidiaries 51,903 — (51,903 ) — Net income 54,930 53,735 (51,903 ) 56,762 Less: net income attributable to noncontrolling interests — (1,832 ) — (1,832 ) Net income available to common stockholders $ 54,930 $ 51,903 $ (51,903 ) $ 54,930 20. Supplemental Guarantor Information (continued) Condensed Consolidating Statement of Operations (in thousands - unaudited): Six Months Ended June 30, 2015 Consolidated TRI Pointe Guarantor Consolidating TRI Pointe Homes, Inc. Subsidiaries Adjustments Homes, Inc. Revenues: Home sales $ 237,410 $ 564,093 $ — $ 801,503 Land and lot sales — 69,490 — 69,490 Other operations — 1,782 — 1,782 Total revenues 237,410 635,365 — 872,775 Expenses: Cost of home sales 193,346 448,302 — 641,648 Cost of land and lot sales — 13,873 — 13,873 Other operations — 1,154 — 1,154 Sales and marketing 10,428 38,492 — 48,920 General and administrative 25,932 30,546 — 56,478 Restructuring charges (86 ) 806 — 720 Total expenses 229,620 533,173 — 762,793 Income from operations 7,790 102,192 — 109,982 Equity in loss of unconsolidated entities — (81 ) — (81 ) Other income, net (112 ) 337 — 225 Income before taxes 7,678 102,448 — 110,126 Provision for income taxes (3,215 ) (34,852 ) — (38,067 ) Equity of net income of subsidiaries 65,764 — (65,764 ) — Net income 70,227 67,596 (65,764 ) 72,059 Less: net income attributable to noncontrolling interests — (1,832 ) — (1,832 ) Net income available to common stockholders $ 70,227 $ 65,764 $ (65,764 ) $ 70,227 20. Supplemental Guarantor Information (continued) Condensed Consolidating Statement of Cash Flows (in thousands - unaudited): Six Months Ended June 30, 2015 Consolidated TRI Pointe Guarantor Consolidating TRI Pointe Homes, Inc. Subsidiaries Adjustments Homes, 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 investing activities (58,544 ) (1,443 ) 58,117 (1,870 ) Cash flows from financing activities: Borrowings from debt 140,000 — — 140,000 Repayment of debt (2,695 ) (200 ) — (2,895 ) Debt issuance costs (2,688 ) — — (2,688 ) Net repayments 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 benefits 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 financing activities 133,087 55,273 (58,117 ) 130,243 Net decrease 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 |