Supplemental Guarantor Information | 20. Supplemental Guarantor Information On the Closing Date, the TRI Pointe Homes 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. In connection with the Reorganization, TRI Pointe Group became a co-issuer with TRI Pointe Homes of the Senior Notes. Presented below are the condensed consolidating balance sheets at September 30, 2015 and December 31, 2014, condensed consolidating statements of operations for the three and nine months ended September 30, 2015 and 2014 and condensed consolidating statement of cash flows for the nine month periods ended September 30, 2015 and 2014. TRI Pointe’s non-guarantor subsidiaries represent less than 3% on an individual and aggregate basis of consolidated total assets, total revenues, and 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, but included with the guarantor subsidiaries. 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. 20. Supplemental Guarantor Information (continued) Condensed Consolidating Balance Sheet (in thousands): September 30, 2015 Consolidated Guarantor Consolidating TRI Pointe Issuer (1) Subsidiaries Adjustments Group, Inc. (unaudited) (unaudited) (unaudited) (unaudited) Assets Cash and cash equivalents $ 37,015 $ 59,978 $ — $ 96,993 Receivables 11,225 21,696 — 32,921 Intercompany receivables 872,290 — (872,290 ) — Real estate inventories 675,914 1,900,488 — 2,576,402 Investments in unconsolidated entities — 17,340 — 17,340 Goodwill and other intangible assets, net 162,162 — — 162,162 Investments in subsidiaries 1,045,130 — (1,045,130 ) — Deferred tax assets 23,630 117,849 — 141,479 Other assets 76,629 7,887 — 84,516 Total Assets $ 2,903,995 $ 2,125,238 $ (1,917,420 ) $ 3,111,813 Liabilities Accounts payable $ 14,821 $ 52,926 $ — $ 67,747 Intercompany payables — 872,290 (872,290 ) — Accrued expenses and other liabilities 67,777 142,930 — 210,707 Unsecured revolving credit facility 349,392 — — 349,392 Seller financed loans 7,172 400 — 7,572 Senior notes 888,657 — — 888,657 Total Liabilities 1,327,819 1,068,546 (872,290 ) 1,524,075 Equity Total stockholders’ equity 1,576,176 1,045,130 (1,045,130 ) 1,576,176 Noncontrolling interests — 11,562 — 11,562 Total Equity 1,576,176 1,056,692 (1,045,130 ) 1,587,738 Total Liabilities and Equity $ 2,903,995 $ 2,125,238 $ (1,917,420 ) $ 3,111,813 (1) References to “Issuer” in Note 20, Supplemental Guarantor Information 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 20. Supplemental Guarantor Information (continued) Condensed Consolidating Balance Sheet (in thousands): December 31, 2014 Consolidated Guarantor Consolidating TRI Pointe Issuer (1) 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 (1) References to “Issuer” in Note 20, Supplemental Guarantor Information 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 20. Supplemental Guarantor Information (continued) Condensed Consolidating Statement of Operations (in thousands): Three Months Ended September 30, 2015 Consolidated Guarantor Consolidating TRI Pointe Issuer (1) Subsidiaries Adjustments Group, Inc. (unaudited) (unaudited) (unaudited) (unaudited) Revenues: Home sales $ 224,244 $ 418,108 $ — $ 642,352 Land and lot sales — 4,876 — 4,876 Other operations — 913 — 913 Total revenues 224,244 423,897 — 648,141 Expenses: Cost of home sales 182,754 324,789 — 507,543 Cost of land and lot sales — 3,451 — 3,451 Other operations — 570 — 570 Sales and marketing 7,286 22,752 — 30,038 General and administrative 12,942 13,841 — 26,783 Restructuring charges (83 ) 2,093 — 2,010 Total expenses 202,899 367,496 — 570,395 Income from operations 21,345 56,401 — 77,746 Equity in loss of unconsolidated entities — (3 ) — (3 ) Other income, net (37 ) 84 — 47 Income before taxes 21,308 56,482 — 77,790 Provision for income taxes (9,070 ) (18,951 ) — (28,021 ) Equity of net income of subsidiaries 37,924 — (37,924 ) — Net income 50,162 37,531 (37,924 ) 49,769 Net loss 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 Note 20, Supplemental Guarantor Information 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 20. Supplemental Guarantor Information (continued) Condensed Consolidating Statement of Operations (in thousands): Three Months Ended September 30, 2014 Consolidated Guarantor Consolidating TRI Pointe Issuer (1) Subsidiaries Adjustments Homes, Inc. (unaudited) (unaudited) (unaudited) (unaudited) Revenues: Home sales $ 123,456 $ 348,345 $ — $ 471,801 Land and lot sales — 5,550 — 5,550 Other operations (11 ) 580 — 569 Total revenues 123,445 354,475 — 477,920 Expenses: Cost of home sales 108,687 276,713 — 385,400 Cost of land and lot sales — 2,317 — 2,317 Other operations — 556 — 556 Sales and marketing 3,956 24,437 — 28,393 General and administrative 7,246 13,705 — 20,951 Restructuring charges — 7,024 — 7,024 Total expenses 119,889 324,752 — 444,641 Income from operations 3,556 29,723 — 33,279 Equity in loss of unconsolidated entities — (82 ) — (82 ) Transaction expenses (6,381 ) (10,329 ) (16,710 ) Other income, net 9 490 — 499 (Loss) income before taxes (2,816 ) 19,802 — 16,986 Benefit (provision) for income taxes 2,032 (8,053 ) — (6,021 ) Equity of net income of subsidiaries 11,749 — (11,749 ) — Net income available to common stockholders $ 10,965 $ 11,749 $ (11,749 ) $ 10,965 (1) References to “Issuer” in Note 20, Supplemental Guarantor Information 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 20. Supplemental Guarantor Information (continued) Condensed Consolidating Statement of Operations (in thousands): Nine Months Ended September 30, 2015 Consolidated Guarantor Consolidating TRI Pointe Issuer (1) Subsidiaries Adjustments Group, Inc. (unaudited) (unaudited) (unaudited) (unaudited) Revenues: Home sales $ 461,654 $ 982,201 $ — $ 1,443,855 Land and lot sales — 74,366 — 74,366 Other operations — 2,695 — 2,695 Total revenues 461,654 1,059,262 — 1,520,916 Expenses: Cost of home sales 376,100 773,091 — 1,149,191 Cost of land and lot sales — 17,324 — 17,324 Other operations — 1,724 — 1,724 Sales and marketing 17,714 61,244 — 78,958 General and administrative 38,874 44,387 — 83,261 Restructuring charges (169 ) 2,899 — 2,730 Total expenses 432,519 900,669 — 1,333,188 Income from operations 29,135 158,593 — 187,728 Equity in loss of unconsolidated entities — (84 ) — (84 ) Other (loss) income, net (149 ) 421 — 272 Income before taxes 28,986 158,930 — 187,916 Provision for income taxes (12,285 ) (53,803 ) — (66,088 ) Equity of net income of subsidiaries 103,688 — (103,688 ) — 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 Note 20, Supplemental Guarantor Information 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 20. Supplemental Guarantor Information (continued) Condensed Consolidating Statement of Operations (in thousands): Nine Months Ended September 30, 2014 Consolidated Guarantor Consolidating TRI Pointe Issuer (1) Subsidiaries Adjustments Homes, Inc. (unaudited) (unaudited) (unaudited) (unaudited) Revenues: Home sales $ 123,456 $ 899,856 $ — $ 1,023,312 Land and lot sales — 36,449 — 36,449 Other operations (11 ) 8,865 — 8,854 Total revenues 123,445 945,170 — 1,068,615 Expenses: Cost of home sales 108,687 710,690 — 819,377 Cost of land and lot sales — 30,245 — 30,245 Other operations — 2,755 — 2,755 Sales and marketing 3,956 69,140 — 73,096 General and administrative 7,246 49,894 — 57,140 Restructuring charges — 9,202 — 9,202 Total expenses 119,889 871,926 — 991,815 Income from operations 3,556 73,244 — 76,800 Equity in loss of unconsolidated entities — (219 ) — (219 ) Transaction expenses (6,381 ) (10,835 ) (17,216 ) Other income (loss), net 9 (251 ) — (242 ) (Loss) income before taxes (2,816 ) 61,939 — 59,123 Benefit (provision) for income taxes 2,032 (18,384 ) — (16,352 ) Equity of net income of subsidiaries 43,555 — (43,555 ) — Net income available to common stockholders $ 42,771 $ 43,555 $ (43,555 ) $ 42,771 (1) References to “Issuer” in Note 20, Supplemental Guarantor Information 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 20. Supplemental Guarantor Information (continued) Condensed Consolidating Statement of Cash Flows (in thousands): Nine Months Ended September 30, 2015 Consolidated Guarantor Consolidating TRI Pointe Issuer (1) Subsidiaries Adjustments Group, Inc. (unaudited) (unaudited) (unaudited) (unaudited) 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 investing activities (78,736 ) (1,816 ) 78,354 (2,198 ) Cash flows from financing activities: Borrowings from debt 140,000 — — 140,000 Repayment of debt (57,513 ) (200 ) — (57,713 ) Debt issuance costs (2,688 ) — — (2,688 ) Net proceeds (repayments) 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 benefits 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 financing activities 79,225 67,702 (78,354 ) 68,573 Net decrease 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 Note 20, Supplemental Guarantor Information 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 20. Supplemental Guarantor Information (continued) Condensed Consolidating Statement of Cash Flows (in thousands): Nine Months Ended September 30, 2014 Consolidated Guarantor Consolidating TRI Pointe Issuer (1) Subsidiaries Adjustments Homes, Inc. (unaudited) (unaudited) (unaudited) (unaudited) Cash flows from operating activities Net cash used in operating activities $ (26,882 ) $ (113,547 ) $ — $ (140,429 ) Cash flows from investing activities: Purchases of property and equipment (659 ) (5,409 ) — (6,068 ) Cash acquired in the Merger 53,800 — — 53,800 Proceeds from sale of property and equipment — 22 — 22 Investments in unconsolidated entities — (573 ) — (573 ) Intercompany (850,977 ) — 850,977 — Net cash used in investing activities (797,836 ) (5,960 ) 850,977 47,181 Cash flows from financing activities: Borrowings from debt 50,000 — — 50,000 Debt issuance costs (23,003 ) — — (23,003 ) Proceeds from issuance of senior notes 886,698 — — 886,698 Bridge commitment fee — (10,322 ) — (10,322 ) Changes in debt payable to Weyerhaeuser — (623,589 ) — (623,589 ) Change in book overdrafts — (22,492 ) — (22,492 ) Distributions to Weyerhaeuser — (8,860 ) — (8,860 ) Net proceeds (repayments) of debt held by variable interest entities — 5,120 — 5,120 Distributions to noncontrolling interests — (18,703 ) — (18,703 ) Excess tax benefits of share-based awards — 1,572 — 1,572 Intercompany 850,977 (850,977 ) — Net cash provided by financing activities 913,695 173,703 (850,977 ) 236,421 Net increase in cash and cash equivalents 88,977 54,196 — 143,173 Cash and cash equivalents - beginning of period — 4,510 — 4,510 Cash and cash equivalents - end of period $ 88,977 $ 58,706 $ — $ 147,683 (1) References to “Issuer” in Note 20, Supplemental Guarantor Information 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 |