Supplemental Guarantor Information | 19. 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 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 March 31, 2016 and December 31, 2015, condensed consolidating statements of operations for the three months ended March 31, 2016 and 2015 and condensed consolidating statement of cash flows for the three month periods ended March 31, 2016 and 2015. 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. Condensed Consolidating Balance Sheet (in thousands): March 31, 2016 Consolidated Guarantor Consolidating TRI Pointe Issuer (1) Subsidiaries Adjustments Group, Inc. Assets Cash and cash equivalents $ 56,860 $ 87,159 $ — $ 144,019 Receivables 7,150 25,538 — 32,688 Intercompany receivables 860,686 — (860,686 ) — Real estate inventories 742,753 1,962,498 — 2,705,251 Investments in unconsolidated entities — 17,494 — 17,494 Goodwill and other intangible assets, net 156,604 5,291 — 161,895 Investments in subsidiaries 1,134,337 — (1,134,337 ) — Deferred tax assets, net 18,952 107,860 — 126,812 Other assets 10,129 35,789 — 45,918 Total Assets $ 2,987,471 $ 2,241,629 $ (1,995,023 ) $ 3,234,077 Liabilities Accounts payable $ 16,822 $ 50,779 $ — $ 67,601 Intercompany payables — 860,686 (860,686 ) — Accrued expenses and other liabilities 31,561 169,741 — 201,302 Unsecured revolving credit facility 374,392 — — 374,392 Senior notes 869,939 — — 869,939 Total Liabilities 1,292,714 1,081,206 (860,686 ) 1,513,234 Equity Total stockholders’ equity 1,694,757 1,134,337 (1,134,337 ) 1,694,757 Noncontrolling interests — 26,086 — 26,086 Total Equity 1,694,757 1,160,423 (1,134,337 ) 1,720,843 Total Liabilities and Equity $ 2,987,471 $ 2,241,629 $ (1,995,023 ) $ 3,234,077 __________ (1) References to “Issuer” in this Note 19, 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 19. Supplemental Guarantor Information (continued) Condensed Consolidating Balance Sheet (in thousands): December 31, 2015 Consolidated Guarantor Consolidating TRI Pointe Issuer (1) Subsidiaries Adjustments Group, Inc. Assets Cash and cash equivalents $ 147,771 $ 66,714 $ — $ 214,485 Receivables 17,358 26,352 — 43,710 Intercompany receivables 783,956 — (783,956 ) — Real estate inventories 657,221 1,862,052 — 2,519,273 Investments in unconsolidated entities — 18,999 — 18,999 Goodwill and other intangible assets, net 156,604 5,425 — 162,029 Investments in subsidiaries 1,093,261 — (1,093,261 ) — Deferred tax assets, net 19,061 111,596 — 130,657 Other assets 12,219 36,699 — 48,918 Total Assets $ 2,887,451 $ 2,127,837 $ (1,877,217 ) $ 3,138,071 Liabilities Accounts payable $ 20,444 $ 44,396 $ — $ 64,840 Intercompany payables — 783,956 (783,956 ) — Accrued expenses and other liabilities 32,219 184,044 — 216,263 Unsecured revolving credit facility 299,392 — — 299,392 Seller financed loans 2,034 400 — 2,434 Senior notes 868,679 — — 868,679 Total Liabilities 1,222,768 1,012,796 (783,956 ) 1,451,608 Equity Total stockholders’ equity 1,664,683 1,093,261 (1,093,261 ) 1,664,683 Noncontrolling interests — 21,780 — 21,780 Total Equity 1,664,683 1,115,041 (1,093,261 ) 1,686,463 Total Liabilities and Equity $ 2,887,451 $ 2,127,837 $ (1,877,217 ) $ 3,138,071 __________ (1) References to “Issuer” in this Note 19, 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 19. Supplemental Guarantor Information (continued) Condensed Consolidating Statement of Operations (in thousands): Three Months Ended March 31, 2016 Consolidated Guarantor Consolidating TRI Pointe Issuer (1) Subsidiaries Adjustments Group, Inc. Homebuilding: Home sales revenue $ 131,957 $ 291,098 $ — $ 423,055 Land and lot sales revenue — 355 — 355 Other operations — 580 — 580 Total revenues 131,957 292,033 — 423,990 Cost of home sales 110,452 214,047 — 324,499 Cost of land and lot sales — 779 — 779 Other operations — 566 — 566 Sales and marketing 6,064 20,257 — 26,321 General and administrative 13,212 15,184 — 28,396 Restructuring charges — 135 — 135 Homebuilding income from operations 2,229 41,065 — 43,294 Equity in loss of unconsolidated entities — (14 ) — (14 ) Other income (loss), net 357 (242 ) — 115 Homebuilding income before taxes 2,586 40,809 — 43,395 Financial Services: Revenues — 148 — 148 Expenses — 58 — 58 Equity in income of unconsolidated entities — 715 — 715 Financial services income before taxes — 805 — 805 Income before taxes 2,586 41,614 — 44,200 Equity of net income (loss) of subsidiaries 27,231 — (27,231 ) — Provision for income taxes (1,267 ) (14,223 ) — (15,490 ) Net income (loss) 28,550 27,391 (27,231 ) 28,710 Net income attributable to noncontrolling interests — (160 ) — (160 ) Net income (loss) available to common stockholders $ 28,550 $ 27,231 $ (27,231 ) $ 28,550 __________ (1) References to “Issuer” in this Note 19, 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 19. Supplemental Guarantor Information (continued) Condensed Consolidating Statement of Operations (in thousands): Three Months Ended March 31, 2015 Consolidated Guarantor Consolidating TRI Pointe Issuer (1) Subsidiaries Adjustments Group, Inc. Homebuilding: Home sales revenue $ 106,858 $ 267,407 $ — $ 374,265 Land and lot sales revenue — 2,000 — 2,000 Other operations — 993 — 993 Total revenues 106,858 270,400 — 377,258 Cost of home sales 86,981 212,926 — 299,907 Cost of land and lot sales — 2,308 — 2,308 Other operations — 562 — 562 Sales and marketing 4,981 18,305 — 23,286 General and administrative 12,672 15,481 — 28,153 Restructuring charges — 222 — 222 Homebuilding income from operations 2,224 20,596 — 22,820 Equity in income of unconsolidated entities — 107 — 107 Other income, net 39 217 — 256 Homebuilding income before taxes 2,263 20,920 — 23,183 Financial Services: Revenues — — — — Expenses — 26 — 26 Equity in loss of unconsolidated entities — (33 ) — (33 ) Financial services loss from operations before taxes — (59 ) — (59 ) Income before taxes 2,263 20,861 — 23,124 Equity of net income (loss) of subsidiaries 13,861 — (13,861 ) — Provision for income taxes (827 ) (7,000 ) — (7,827 ) Net income (loss) available to common stockholders $ 15,297 $ 13,861 $ (13,861 ) $ 15,297 __________ (1) References to “Issuer” in this Note 19, 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 19. Supplemental Guarantor Information (continued) Condensed Consolidating Statement of Cash Flows (in thousands): Three Months Ended March 31, 2016 Consolidated Guarantor Consolidating TRI Pointe Issuer (1) Subsidiaries Adjustments Group, Inc. Cash flows from operating activities Net cash used in operating activities $ (73,056 ) $ (66,620 ) $ — $ (139,676 ) Cash flows from investing activities: Purchases of property and equipment (216 ) (195 ) — (411 ) Investments in unconsolidated entities — (13 ) — (13 ) Intercompany (89,524 ) — 89,524 — Net cash (used in) provided by investing activities (89,740 ) (208 ) 89,524 (424 ) Cash flows from financing activities: Borrowings from debt 75,000 — — 75,000 Repayment of debt (2,034 ) (400 ) — (2,434 ) Net repayments of debt held by variable interest entities — (132 ) — (132 ) Contributions from noncontrolling interests — 808 — 808 Distributions to noncontrolling interests — (2,527 ) — (2,527 ) Proceeds from issuance of common stock under share-based awards 6 — — 6 Minimum tax withholding paid on behalf of employees for restricted stock units (1,087 ) — — (1,087 ) Intercompany — 89,524 (89,524 ) — Net cash provided by (used in) financing activities 71,885 87,273 (89,524 ) 69,634 Net (decrease) increase in cash and cash equivalents (90,911 ) 20,445 — (70,466 ) Cash and cash equivalents - beginning of period 147,771 66,714 — 214,485 Cash and cash equivalents - end of period $ 56,860 $ 87,159 $ — $ 144,019 __________ (1) References to “Issuer” in this Note 19, 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 19. Supplemental Guarantor Information (continued) Condensed Consolidating Statement of Cash Flows (in thousands): Three Months Ended March 31, 2015 Consolidated Guarantor Consolidating TRI Pointe Issuer (1) Subsidiaries Adjustments Group, Inc. Cash flows from operating activities Net cash used in operating activities $ (52,695 ) $ (55,619 ) $ — $ (108,314 ) Cash flows from investing activities: Purchases of property and equipment (303 ) (75 ) — (378 ) Investments in unconsolidated entities — (978 ) — (978 ) Intercompany (69,212 ) — 69,212 — Net cash (used in) provided by investing activities (69,515 ) (1,053 ) 69,212 (1,356 ) Cash flows from financing activities: Borrowings from notes payable 50,000 — — 50,000 Repayment of notes payable (2,535 ) — — (2,535 ) Net proceeds of debt held by variable interest entities — (742 ) — (742 ) Contributions from noncontrolling interests — 873 — 873 Distributions to noncontrolling interests — (726 ) — (726 ) Proceeds from issuance of common stock under share-based awards 263 — — 263 Excess tax benefits of share-based awards 308 — — 308 Minimum tax withholding paid on behalf of employees for restricted stock units (1,827 ) — — (1,827 ) Intercompany — 69,212 (69,212 ) — Net cash provided by (used in) financing activities 46,209 68,617 (69,212 ) 45,614 Net (decrease) increase in cash and cash equivalents (76,001 ) 11,945 — (64,056 ) Cash and cash equivalents - beginning of period 105,888 64,741 — 170,629 Cash and cash equivalents - end of period $ 29,887 $ 76,686 $ — $ 106,573 __________ (1) References to “Issuer” in this Note 19, 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 |