Supplemental Guarantor Information (Tables)

12 Months Ended

Dec. 31, 2012

Supplemental Guarantor Information

CONSOLIDATING STATEMENTS OF EARNINGS

YEAR ENDED DECEMBER 31, 2012

(in thousands)

TRG, INC.

GUARANTOR
SUBSIDIARIES

NON-
GUARANTOR
SUBSIDIARIES

CONSOLIDATING
ELIMINATIONS

CONSOLIDATED
TOTAL

REVENUES

711,947

562,181

37,619

(3,281

)

1,308,466

EXPENSES

688,026

548,345

24,477

(3,281

)

1,257,567

OTHER LOSS

(6,932

)

–

(6,932

)

Income from continuing
operations before taxes

16,989

13,836

13,142

–

43,967

Tax expense

612

499

474

–

1,585

Equity in net earnings of subsidiaries

26,005

–

(26,005

)

–

Net income from continuing operations

42,382

13,337

12,668

(26,005

)

42,382

Loss from discontinued operations, net of taxes

(2,000

)

(1,018

)

–

1,018

(2,000

)

NET INCOME

40,382

12,319

12,668

(24,987

)

40,382


		YEAR ENDED DECEMBER 31, 2011

REVENUES	$	458,500		$	404,104		$	26,927	$	–	$	889,531
EXPENSES		491,505			411,844			21,188		–		924,537
OTHER INCOME		2,274			–			–		–		2,274

(Loss) income from continuing operations before taxes		(30,731	)		(7,740	)		5,739		–		(32,732	)
Tax (benefit) expense		(2,690	)		(677	)		502		–		(2,865	)
Equity in net loss of subsidiaries		(1,826	)		–			–		1,826		–

Net (loss) income from continuing operations		(29,867	)		(7,063	)		5,237		1,826		(29,867	)
Loss from discontinued operations, net of taxes		(20,883	)		(5,763	)		–		5,763		(20,883	)

NET (LOSS) INCOME	$	(50,750	)	$	(12,826	)	$	5,237	$	7,589	$	(50,750	)


		YEAR ENDED DECEMBER 31, 2010

REVENUES	$	539,184		$	430,634		$	31,007		$	–	$	1,000,825
EXPENSES		587,638			449,988			30,162			–		1,067,788
OTHER LOSS		(13,534	)		–			–			–		(13,534	)

(Loss) income from continuing operations before taxes		(61,988	)		(19,354	)		845			–		(80,497	)
Tax expense (benefit)		149			48			(2	)		–		195
Equity in net loss of subsidiaries		(18,555	)		–			–			18,555		–

Net (loss) income from continuing operations		(80,692	)		(19,402	)		847			18,555		(80,692	)
Loss from discontinued operations, net of taxes		(4,447	)		(1,665	)		–			1,665		(4,447	)

NET (LOSS) INCOME	$	(85,139	)	$	(21,067	)	$	847		$	20,220	$	(85,139	)

CONSOLIDATING STATEMENTS OF OTHER COMPREHENSIVE INCOME

YEAR ENDED DECEMBER 31, 2012

(in thousands)

TRG, INC.

GUARANTOR
SUBSIDIARIES

NON-
GUARANTOR
SUBSIDIARIES

CONSOLIDATING
ELIMINATIONS

CONSOLIDATED
TOTAL

Net income

40,382

12,319

12,668

(24,987

)

40,382

Other comprehensive loss before tax:

Reduction of unrealized gain related to cash flow hedging instruments

(1,709

)

–

(1,709

)

Unrealized gain on marketable securities, available-for-sale:

Unrealized gain

1,217

–

1,217

Less: reclassification adjustments for gains included in net income

(233

)

–

(233

)

984

–

984

Other comprehensive loss before tax

(725

)

–

(725

)

Income tax benefit related to items of other comprehensive loss

653

Other comprehensive loss, net of tax

(72

)

–

(72

)

Comprehensive income

40,310

12,319

12,668

(24,987

)

40,310


		YEAR ENDED DECEMBER 31, 2011

Net (loss) income	$	(50,750	)	$	(12,826	)	$	5,237	$	7,589	$	(50,750	)
Other comprehensive loss before tax:
Reduction of unrealized gain related to cash flow hedging instruments		(1,207	)		–			–		–		(1,207	)
Unrealized loss on marketable securities, available-for-sale:
Unrealized gain		360			–			–		–		360
Less: reclassification adjustments for gains included in net (loss) income		(1,358	)		–			–		–		(1,358	)

		(998	)		–			–		–		(998	)
Other comprehensive loss before tax		(2,205	)		–			–		–		(2,205	)
Income tax benefit related to items of other comprehensive loss		502			–			–		–		502
Other comprehensive loss, net of tax		(1,703	)		–			–		–		(1,703	)

Comprehensive (loss) income	$	(52,453	)	$	(12,826	)	$	5,237	$	7,589	$	(52,453	)


		YEAR ENDED DECEMBER 31, 2010

Net (loss) income	$	(85,139	)	$	(21,067	)	$	847	$	20,220	$	(85,139	)
Other comprehensive loss before tax:
Reduction of unrealized gain related to cash flow hedging instruments		(1,207	)		–			–		–		(1,207	)
Unrealized loss on marketable securities, available-for-sale:
Unrealized gain		1,750			–			–		–		1,750
Less: reclassification adjustments for gains included in net (loss) income		(2,558	)		–			–		–		(2,558	)

		(808	)		–			–		–		(808	)
Other comprehensive loss before tax		(2,015	)		–			–		–		(2,015	)
Income tax benefit related to items of other comprehensive loss		771			–			–		–		771
Other comprehensive loss, net of tax		(1,244	)		–			–		–		(1,244	)

Comprehensive (loss) income	$	(86,383	)	$	(21,067	)	$	847	$	20,220	$	(86,383	)

CONSOLIDATING BALANCE SHEETS

DECEMBER 31, 2012

(in thousands)

TRG, INC.

GUARANTOR
SUBSIDIARIES

NON-
GUARANTOR
SUBSIDIARIES

CONSOLIDATING
ELIMINATIONS

CONSOLIDATED
TOTAL

ASSETS

Cash and cash equivalents

29,735

117,838

8,119

–

155,692

Marketable securities and restricted cash

431,452

–

27,461

–

458,913

Consolidated inventory owned

643,619

394,309

–

1,037,928

Consolidated inventory not owned

17,666

–

21,824

–

39,490

Total housing inventories

661,285

394,309

21,824

–

1,077,418

Investment in subsidiaries

244,917

–

(244,917

)

–

Intercompany receivables

368,126

–

(368,126

)

–

Other assets

76,183

43,572

119,661

–

239,416

Assets of discontinued operations

187

2,293

–

2,480

TOTAL ASSETS

1,811,885

558,012

177,065

(613,043

)

1,933,919

LIABILITIES

Accounts payable and other accrued liabilities

172,906

68,929

30,320

–

272,155

Financial services credit facility

–

Debt

1,134,468

–

1,134,468

Intercompany payables

–

275,163

92,963

(368,126

)

–

Liabilities of discontinued operations

575

961

–

1,536

TOTAL LIABILITIES

1,307,949

345,053

123,283

(368,126

)

1,408,159

EQUITY

STOCKHOLDERS' EQUITY

503,936

212,959

31,958

(244,917

)

503,936

NONCONTROLLING INTEREST

–

21,824

–

21,824

TOTAL LIABILITIES AND EQUITY

1,811,885

558,012

177,065

(613,043

)

1,933,919


		DECEMBER 31, 2011

ASSETS
Cash and cash equivalents	$	25,403	$	117,072	$	16,638	$	–		$	159,113
Marketable securities and restricted cash		370,975		–		33,090		–			404,065
Consolidated inventory owned		470,269		273,791		–		–			744,060
Consolidated inventory not owned		17,177		–		34,223		–			51,400

Total housing inventories		487,446		273,791		34,223		–			795,460
Investment in subsidiaries		230,432		–		–		(230,432	)		–
Intercompany receivables		226,521		–		–		(226,521	)		–
Other assets		56,758		34,045		94,379		–			185,182
Assets of discontinued operations		8,853		26,471		–		–			35,324

TOTAL ASSETS		1,406,388		451,379		178,330		(456,953	)		1,579,144

LIABILITIES
Accounts payable and other accrued liabilities		131,879		48,750		34,628		–			215,257
Financial services credit facility		–		–		49,933		–			49,933
Debt		822,639		1,188		–		–			823,827
Intercompany payables		–		196,767		29,754		(226,521	)		–
Liabilities of discontinued operations		2,183		4,034		–		–			6,217

TOTAL LIABILITIES		956,701		250,739		114,315		(226,521	)		1,095,234

EQUITY
STOCKHOLDERS' EQUITY		449,687		200,640		29,792		(230,432	)		449,687
NONCONTROLLING INTEREST		–		–		34,223		–			34,223

TOTAL LIABILITIES AND EQUITY	$	1,406,388	$	451,379	$	178,330	$	(456,953	)	$	1,579,144

CONSOLIDATING STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2012

(in thousands)

TRG, INC.

GUARANTOR
SUBSIDIARIES

NON-
GUARANTOR
SUBSIDIARIES

CONSOLIDATING
ELIMINATIONS

CONSOLIDATED
TOTAL

CASH FLOWS FROM OPERATING ACTIVITIES

Net income from continuing operations

42,382

13,337

12,668

(26,005

)

42,382

Adjustments to reconcile net income from continuing operations to net cash used for operating activities

27,209

7,873

500

–

35,582

Changes in assets and liabilities

(168,994

)

(94,450

)

(40,608

)

26,005

(278,047

)

Other operating activities, net

(792

)

–

(792

)

Net cash used for operating activities from continuing operations

(100,195

)

(73,240

)

(27,440

)

–

(200,875

)

CASH FLOWS FROM INVESTING ACTIVITIES

Return of investment in unconsolidated joint ventures, net

708

1,602

–

2,310

Additions to property, plant and equipment

(7,838

)

(4,804

)

(68

)

–

(12,710

)

Purchases of marketable securities, available-for-sale

(1,168,833

)

–

(5,481

)

–

(1,174,314

)

Proceeds from sales and maturities of marketable securities, available-for-sale

1,130,653

–

6,293

–

1,136,946

Other investing activities, net

–

109

–

109

Net cash (used for) provided by investing activities from continuing operations

(45,310

)

(3,202

)

853

–

(47,659

)

CASH FLOWS FROM FINANCING ACTIVITIES

Increase (decrease) in senior debt and short-term borrowings, net

301,145

(1,188

)

(22

)

–

299,935

Decrease in borrowings against revolving credit facilities, net

–

(49,933

)

–

(49,933

)

Common stock dividends and stock-based compensation

8,955

–

8,955

(Increase) decrease in restricted cash

(18,658

)

–

4,814

–

(13,844

)

Intercompany balances

(141,605

)

78,396

63,209

–

Net cash provided by financing activities from continuing operations

149,837

77,208

18,068

–

245,113

Net increase (decrease) in cash and cash equivalents from continuing operations

4,332

766

(8,519

)

–

(3,421

)

Cash flows from operating activities—discontinued operations

(31

)

(73

)

–

(104

)

Cash flows from investing activities—discontinued operations

–

Cash flows from financing activities—discontinued operations

–

Cash and cash equivalents at beginning of year

25,430

117,101

16,638

–

159,169

CASH AND CASH EQUIVALENTS AT END OF YEAR

29,735

117,865

8,119

–

155,719


	YEAR ENDED DECEMBER 31, 2011
(in thousands)		TRG, INC.			GUARANTOR SUBSIDIARIES			NON- GUARANTOR SUBSIDIARIES			CONSOLIDATING ELIMINATIONS			CONSOLIDATED TOTAL

CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income from continuing operations	$	(29,867	)	$	(7,063	)	$	5,237		$	1,826		$	(29,867	)
Adjustments to reconcile net (loss) income from continuing operations to net cash used for operating activities		50,860			6,564			588			–			58,012
Changes in assets and liabilities		(57,722	)		(40,741	)		(84,536	)		(1,826	)		(184,825	)
Other operating activities, net		(988	)		–			–			–			(988	)

Net cash used for operating activities from continuing operations		(37,717	)		(41,240	)		(78,711	)		–			(157,668	)

CASH FLOWS FROM INVESTING ACTIVITIES
(Contributions to) return of investment in unconsolidated joint ventures, net		(912	)		2,867			–			–			1,955
Additions to property, plant and equipment		(7,368	)		(3,443	)		(153	)		–			(10,964	)
Purchases of marketable securities, available-for-sale		(1,303,185	)		–			(5,387	)		–			(1,308,572	)
Proceeds from sales and maturities of marketable securities, available-for-sale		1,393,210			–			6,564			–			1,399,774
Other investing activities, net		–			–			118			–			118

Net cash provided by (used for) investing activities from continuing operations		81,745			(576	)		1,142			–			82,311

CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in senior debt and short-term borrowings, net		(55,243	)		(2,784	)		–			–			(58,027	)
Increase in borrowings against revolving credit facilities, net		–			–			49,933			–			49,933
Common stock dividends and stock-based compensation		(1,783	)		–			–			–			(1,783	)
Decrease (increase) in restricted cash		18,315			–			(326	)		–			17,989
Intercompany balances		(6,625	)		(15,480	)		22,105			–			–

Net cash (used for) provided by financing activities from continuing operations		(45,336	)		(18,264	)		71,712			–			8,112

Net decrease in cash and cash equivalents from continuing operations		(1,308	)		(60,080	)		(5,857	)		–			(67,245	)
Cash flows from operating activities—discontinued operations		353			116			–			–			469
Cash flows from investing activities—discontinued operations		(237	)		(126	)		–			–			(363	)
Cash flows from financing activities—discontinued operations		(89	)		–			–			–			(89	)
Cash and cash equivalents at beginning of year		26,711			177,191			22,495			–			226,397

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	25,430		$	117,101		$	16,638		$	–		$	159,169


	YEAR ENDED DECEMBER 31, 2010
(in thousands)		TRG, INC.			GUARANTOR SUBSIDIARIES			NON- GUARANTOR SUBSIDIARIES			CONSOLIDATING ELIMINATIONS			CONSOLIDATED TOTAL

CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income from continuing operations	$	(80,692	)	$	(19,402	)	$	847		$	18,555		$	(80,692	)
Adjustments to reconcile net (loss) income from continuing operations to net cash used for operating activities		102,567			15,280			877			–			118,724
Changes in assets and liabilities		(43,237	)		(26,916	)		(16,399	)		(18,555	)		(105,107	)
Other operating activities, net		2,093			(2,550	)		–			–			(457	)

Net cash used for operating activities from continuing operations		(19,269	)		(33,588	)		(14,675	)		–			(67,532	)

CASH FLOWS FROM INVESTING ACTIVITIES
(Contributions to) return of investment in unconsolidated joint ventures, net		(6,443	)		2,400			–			–			(4,043	)
Additions to property, plant and equipment		(6,184	)		(6,206	)		(33	)		–			(12,423	)
Purchases of marketable securities, available-for-sale		(1,314,086	)		(400,583	)		(5,804	)		–			(1,720,473	)
Proceeds from sales and maturities of marketable securities, available-for-sale		1,358,315			375,906			8,692			–			1,742,913
Other investing activities, net		–			–			10			–			10

Net cash provided by (used for) investing activities from continuing operations		31,602			(28,483	)		2,865			–			5,984

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in senior debt and short-term borrowings, net		2,475			3,972			–			–			6,447
Common stock dividends and stock-based compensation		(516	)		–			–			–			(516	)
(Increase) decrease in restricted cash		(13,470	)		10,468			67			–			(2,935	)
Intercompany balances		23,957			(34,218	)		10,261			–			–

Net cash provided by (used for) financing activities from continuing operations		12,446			(19,778	)		10,328			–			2,996

Net increase (decrease) in cash and cash equivalents from continuing operations		24,779			(81,849	)		(1,482	)		–			(58,552	)
Cash flows from operating activities—discontinued operations		1,891			161			–			–			2,052
Cash flows from investing activities—discontinued operations		(390	)		(161	)		–			–			(551	)
Cash flows from financing activities—discontinued operations		(1,501	)		–			–			–			(1,501	)
Cash and cash equivalents at beginning of year		1,932			259,040			23,977			–			284,949

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	26,711		$	177,191		$	22,495		$	–		$	226,397