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Supplemental Guarantor Information | 3 Months Ended
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Mar. 31, 2019
Condensed Financial Information Disclosure [Abstract] |
Supplemental Guarantor Information | Supplemental Guarantor Information 2021 Notes and 2027 Notes On May 26, 2016, TRI Pointe Group issued the 2021 Notes. On June 5, 2017, TRI Pointe Group issued the 2027 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 the 2021 Notes and the 2027 Notes. Each Guarantor of the 2021 Notes and the 2027 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 and the 2027 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 and the 2027 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 or the 2027 Notes; (vi) TRI Pointe Group exercises its legal defeasance or covenant defeasance options; or (vii) all obligations under the applicable supplemental indenture are discharged. 2019 Notes and 2024 Notes TRI Pointe Group and TRI Pointe Homes are co-issuers of the 2019 Notes and 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 2019 Notes and the 2024 Notes. Each Guarantor of the 2019 Notes and 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 2019 Notes and the 2024 Notes, as described below. A Guarantor of the 2019 Notes and 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 2019 Notes and 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 March 31, 2019 and December 31, 2018, condensed consolidating statements of operations for the three months ended March 31, 2019 and 2018 and condensed consolidating statement of cash flows for the three months ended March 31, 2019 and 2018. 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 2019 Notes and 2024 Notes, is presented together in the column titled “Issuer”. Condensed Consolidating Balance Sheet (in thousands):
| March 31, 2019
| Issuer |  | Guarantor Subsidiaries |  | Consolidating Adjustments |  | Consolidated TRI Pointe Group, Inc.
Assets |  |  |  |  |  |  |
Cash and cash equivalents | $ | 55,854 |  |  | $ | 92,928 |  |  | $ | — |  |  | $ | 148,782 |
Receivables | 20,616 |  |  | 37,618 |  |  | — |  |  | 58,234 |
Intercompany receivables | 858,286 |  |  | — |  |  | (858,286 | ) |  | — |
Real estate inventories | 780,568 |  |  | 2,462,110 |  |  | — |  |  | 3,242,678 |
Investments in unconsolidated entities | — |  |  | 4,191 |  |  | — |  |  | 4,191 |
Goodwill and other intangible assets, net | 156,603 |  |  | 3,690 |  |  | — |  |  | 160,293 |
Investments in subsidiaries | 1,668,464 |  |  | — |  |  | (1,668,464 | ) |  | — |
Deferred tax assets, net | 14,822 |  |  | 52,939 |  |  | — |  |  | 67,761 |
Other assets | 20,894 |  |  | 153,062 |  |  | — |  |  | 173,956 |
Total assets | $ | 3,576,107 |  |  | $ | 2,806,538 |  |  | $ | (2,526,750 | ) |  | $ | 3,855,895 |
Liabilities |  |  |  |  |  |  |
Accounts payable | $ | 11,973 |  |  | $ | 54,632 |  |  | $ | — |  |  | $ | 66,605 |
Intercompany payables | — |  |  | 858,286 |  |  | (858,286 | ) |  | — |
Accrued expenses and other liabilities | 94,648 |  |  | 225,143 |  |  | — |  |  | 319,791 |
Senior notes | 1,412,463 |  |  | — |  |  | — |  |  | 1,412,463 |
Total liabilities | 1,519,084 |  |  | 1,138,061 |  |  | (858,286 | ) |  | 1,798,859 |
Equity |  |  |  |  |  |  |
Total stockholders’ equity | 2,057,023 |  |  | 1,668,464 |  |  | (1,668,464 | ) |  | 2,057,023 |
Noncontrolling interests | — |  |  | 13 |  |  | — |  |  | 13 |
Total equity | 2,057,023 |  |  | 1,668,477 |  |  | (1,668,464 | ) |  | 2,057,036 |
Total liabilities and equity | $ | 3,576,107 |  |  | $ | 2,806,538 |  |  | $ | (2,526,750 | ) |  | $ | 3,855,895 |
Condensed Consolidating Balance Sheet (in thousands):
| December 31, 2018
| Issuer |  | Guarantor Subsidiaries |  | Consolidating Adjustments |  | Consolidated TRI Pointe Group, Inc.
Assets |  |  |  |  |  |  |
Cash and cash equivalents | $ | 148,129 |  |  | $ | 129,567 |  |  | $ | — |  |  | $ | 277,696 |
Receivables | 16,589 |  |  | 35,003 |  |  | — |  |  | 51,592 |
Intercompany receivables | 758,501 |  |  | — |  |  | (758,501 | ) |  | — |
Real estate inventories | 812,799 |  |  | 2,403,260 |  |  | — |  |  | 3,216,059 |
Investments in unconsolidated entities | — |  |  | 5,410 |  |  | — |  |  | 5,410 |
Goodwill and other intangible assets, net | 156,604 |  |  | 3,823 |  |  | — |  |  | 160,427 |
Investments in subsidiaries | 1,672,635 |  |  | — |  |  | (1,672,635 | ) |  | — |
Deferred tax assets, net | 14,822 |  |  | 52,946 |  |  | — |  |  | 67,768 |
Other assets | 12,984 |  |  | 92,267 |  |  | — |  |  | 105,251 |
Total assets | $ | 3,593,063 |  |  | $ | 2,722,276 |  |  | $ | (2,431,136 | ) |  | $ | 3,884,203 |
Liabilities |  |  |  |  |  |  |
Accounts payable | $ | 13,433 |  |  | $ | 67,880 |  |  | $ | — |  |  | $ | 81,313 |
Intercompany payables | — |  |  | 758,501 |  |  | (758,501 | ) |  | — |
Accrued expenses and other liabilities | 111,902 |  |  | 223,247 |  |  | — |  |  | 335,149 |
Senior notes | 1,410,804 |  |  | — |  |  | — |  |  | 1,410,804 |
Total liabilities | 1,536,139 |  |  | 1,049,628 |  |  | (758,501 | ) |  | 1,827,266 |
Equity |  |  |  |  |  |  |
Total stockholders’ equity | 2,056,924 |  |  | 1,672,635 |  |  | (1,672,635 | ) |  | 2,056,924 |
Noncontrolling interests | — |  |  | 13 |  |  | — |  |  | 13 |
Total equity | 2,056,924 |  |  | 1,672,648 |  |  | (1,672,635 | ) |  | 2,056,937 |
Total liabilities and equity | $ | 3,593,063 |  |  | $ | 2,722,276 |  |  | $ | (2,431,136 | ) |  | $ | 3,884,203 |
Condensed Consolidating Statement of Operations (in thousands):
| Three Months Ended March 31, 2019
| Issuer |  | Guarantor Subsidiaries |  | Consolidating Adjustments |  | Consolidated TRI Pointe Group, Inc.
Homebuilding: |  |  |  |  |  |  |
Home sales revenue | $ | 171,791 |  |  | $ | 320,912 |  |  | $ | — |  |  | $ | 492,703 |
Land and lot sales revenue | — |  |  | 1,029 |  |  | — |  |  | 1,029 |
Other operations revenue | — |  |  | 598 |  |  | — |  |  | 598 |
Total revenues | 171,791 |  |  | 322,539 |  |  | — |  |  | 494,330 |
Cost of home sales | 145,075 |  |  | 276,461 |  |  | — |  |  | 421,536 |
Cost of land and lot sales | — |  |  | 1,495 |  |  | — |  |  | 1,495 |
Other operations expense | — |  |  | 590 |  |  | — |  |  | 590 |
Sales and marketing | 9,299 |  |  | 29,690 |  |  | — |  |  | 38,989 |
General and administrative | 19,479 |  |  | 19,118 |  |  | — |  |  | 38,597 |
Homebuilding loss from operations | (2,062 | ) |  | (4,815 | ) |  | — |  |  | (6,877 | )
Equity in loss of unconsolidated entities | — |  |  | (25 | ) |  | — |  |  | (25 | )
Other income, net | 6,140 |  |  | 101 |  |  | — |  |  | 6,241 |
Homebuilding income (loss) before income taxes | 4,078 |  |  | (4,739 | ) |  | — |  |  | (661 | )
Financial Services: |  |  |  |  |  |  |
Revenues | — |  |  | 302 |  |  | — |  |  | 302 |
Expenses | — |  |  | 321 |  |  | — |  |  | 321 |
Equity in income of unconsolidated entities | — |  |  | 775 |  |  | — |  |  | 775 |
Financial services income before income taxes | — |  |  | 756 |  |  | — |  |  | 756 |
Income (loss) before income taxes | 4,078 |  |  | (3,983 | ) |  | — |  |  | 95 |
Equity of net (loss) of subsidiaries | (4,007 | ) |  | — |  |  | 4,007 |  |  | — |
Provision for income taxes | — |  |  | (24 | ) |  | — |  |  | (24 | )
Net income (loss) | $ | 71 |  |  | $ | (4,007 | ) |  | $ | 4,007 |  |  | $ | 71 |
Condensed Consolidating Statement of Operations (in thousands):
| Three Months Ended March 31, 2018
| Issuer |  | Guarantor Subsidiaries |  | Consolidating Adjustments |  | Consolidated TRI Pointe Group, Inc.
Homebuilding: |  |  |  |  |  |  |
Home sales revenue | $ | 190,420 |  |  | $ | 392,152 |  |  | $ | — |  |  | $ | 582,572 |
Land and lot sales revenue | — |  |  | 223 |  |  | — |  |  | 223 |
Other operations revenue | — |  |  | 598 |  |  | — |  |  | 598 |
Total revenues | 190,420 |  |  | 392,973 |  |  | — |  |  | 583,393 |
Cost of home sales | 159,055 |  |  | 291,447 |  |  | — |  |  | 450,502 |
Cost of land and lot sales | — |  |  | 503 |  |  | — |  |  | 503 |
Other operations expense | — |  |  | 602 |  |  | — |  |  | 602 |
Sales and marketing | 10,517 |  |  | 27,766 |  |  | — |  |  | 38,283 |
General and administrative | 18,159 |  |  | 18,655 |  |  | — |  |  | 36,814 |
Homebuilding income from operations | 2,689 |  |  | 54,000 |  |  | — |  |  | 56,689 |
Equity in loss of unconsolidated entities | — |  |  | (468 | ) |  | — |  |  | (468 | )
Other income, net | 139 |  |  | 32 |  |  | — |  |  | 171 |
Homebuilding income before income taxes | 2,828 |  |  | 53,564 |  |  | — |  |  | 56,392 |
Financial Services: |  |  |  |  |  |  |
Revenues | — |  |  | 283 |  |  | — |  |  | 283 |
Expenses | — |  |  | 137 |  |  | — |  |  | 137 |
Equity in income of unconsolidated entities | — |  |  | 1,002 |  |  | — |  |  | 1,002 |
Financial services income before income taxes | — |  |  | 1,148 |  |  | — |  |  | 1,148 |
Income before income taxes | 2,828 |  |  | 54,712 |  |  | — |  |  | 57,540 |
Equity of net income of subsidiaries | 40,052 |  |  | — |  |  | (40,052 | ) |  | — |
Provision for income taxes | — |  |  | (14,660 | ) |  | — |  |  | (14,660 | )
Net income | $ | 42,880 |  |  | $ | 40,052 |  |  | $ | (40,052 | ) |  | $ | 42,880 |
Condensed Consolidating Statement of Cash Flows (in thousands):
| Three Months Ended March 31, 2019
| Issuer |  | Guarantor Subsidiaries |  | Consolidating Adjustments |  | Consolidated TRI Pointe Group, Inc.
Cash flows from operating activities: |  |  |  |  |  |  |
Net cash provided by (used in) operating activities | $ | 15,054 |  |  | $ | (129,979 | ) |  | $ | — |  |  | $ | (114,925 | )
Cash flows from investing activities: |  |  |  |  |  |  |
Purchases of property and equipment | (2,065 | ) |  | (5,159 | ) |  | — |  |  | (7,224 | )
Proceeds from sale of property and equipment | — |  |  | 7 |  |  | — |  |  | 7 |
Investments in unconsolidated entities | — |  |  | (231 | ) |  | — |  |  | (231 | )
Intercompany | (98,723 | ) |  | — |  |  | 98,723 |  |  | — |
Net cash (used in) provided by investing activities | (100,788 | ) |  | (5,383 | ) |  | 98,723 |  |  | (7,448 | )
Cash flows from financing activities: |  |  |  |  |  |  |
Repayment of debt | (10 | ) |  | — |  |  | — |  |  | (10 | )
Debt issuance costs | (3,124 | ) |  | — |  |  | — |  |  | (3,124 | )
Proceeds from issuance of common stock under share-based awards | 198 |  |  | — |  |  | — |  |  | 198 |
Minimum tax withholding paid on behalf of employees for restricted stock units | (3,605 | ) |  | — |  |  | — |  |  | (3,605 | )
Intercompany | — |  |  | 98,723 |  |  | (98,723 | ) |  | — |
Net cash (used in) provided by financing activities | (6,541 | ) |  | 98,723 |  |  | (98,723 | ) |  | (6,541 | )
Net decrease in cash and cash equivalents | (92,275 | ) |  | (36,639 | ) |  | — |  |  | (128,914 | )
Cash and cash equivalents–beginning of period | 148,129 |  |  | 129,567 |  |  | — |  |  | 277,696 |
Cash and cash equivalents–end of period | $ | 55,854 |  |  | $ | 92,928 |  |  | $ | — |  |  | $ | 148,782 |
Condensed Consolidating Statement of Cash Flows (in thousands):
| Three Months Ended March 31, 2018
| Issuer |  | Guarantor Subsidiaries |  | Consolidating Adjustments |  | Consolidated TRI Pointe Group, Inc.
Cash flows from operating activities: |  |  |  |  |  |  |
Net cash provided by (used in) operating activities | $ | 52,793 |  |  | $ | (2,907 | ) |  | $ | — |  |  | $ | 49,886 |
Cash flows from investing activities: |  |  |  |  |  |  |
Purchases of property and equipment | (419 | ) |  | (1,751 | ) |  | — |  |  | (2,170 | )
Proceeds from sale of property and equipment | — |  |  | — |  |  | — |  |  | — |
Investments in unconsolidated entities | — |  |  | (947 | ) |  | — |  |  | (947 | )
Intercompany | (18,449 | ) |  | — |  |  | 18,449 |  |  | — |
Net cash used in investing activities | (18,868 | ) |  | (2,698 | ) |  | 18,449 |  |  | (3,117 | )
Cash flows from financing activities: |  |  |  |  |  |  |
Distributions to noncontrolling interests | — |  |  | (1 | ) |  | — |  |  | (1 | )
Proceeds from issuance of common stock under share-based awards | 975 |  |  | — |  |  | — |  |  | 975 |
Minimum tax withholding paid on behalf of employees for restricted stock units | (6,049 | ) |  | — |  |  | — |  |  | (6,049 | )
Intercompany | — |  |  | 18,449 |  |  | (18,449 | ) |  | — |
Net cash (used in) provided by financing activities | (5,074 | ) |  | 18,448 |  |  | (18,449 | ) |  | (5,075 | )
Net increase in cash and cash equivalents | 28,851 |  |  | 12,843 |  |  | — |  |  | 41,694 |
Cash and cash equivalents–beginning of period | 176,684 |  |  | 106,230 |  |  | — |  |  | 282,914 |
Cash and cash equivalents–end of period | $ | 205,535 |  |  | $ | 119,073 |  |  | $ | — |  |  | $ | 324,608 |

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