Supplemental Guarantor Information (Tables)

12 Months Ended

Dec. 31, 2013

Supplemental Guarantor Information

CONSOLIDATING STATEMENTS OF EARNINGS

YEAR ENDED DECEMBER 31, 2013

(in thousands)

TRG, INC.

GUARANTOR
SUBSIDIARIES

NON-
GUARANTOR SUBSIDIARIES

CONSOLIDATING
ELIMINATIONS

CONSOLIDATED
TOTAL

REVENUES

1,207,509

921,252

51,380

(39,386

)

2,140,755

EXPENSES

1,097,280

857,707

31,312

(39,386

)

1,946,913

OTHER INCOME

1,849

–

1,849

Income from continuing
operations before taxes

112,078

63,545

20,068

–

195,691

Tax benefit

(105,043

)

(59,557

)

(18,808

)

–

(183,408

)

Equity in net earnings of subsidiaries

161,978

–

(161,978

)

–

Net income from continuing
operations

379,099

123,102

38,876

(161,978

)

379,099

Income from discontinued operations, net of taxes

106

–

)

106

NET INCOME

379,205

123,103

38,876

(161,979

)

379,205


		YEAR ENDED DECEMBER 31, 2012

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	)

CONSOLIDATING STATEMENTS OF OTHER COMPREHENSIVE INCOME

YEAR ENDED DECEMBER 31, 2013

(in thousands)

TRG, INC.

GUARANTOR
SUBSIDIARIES

NON-
GUARANTOR
SUBSIDIARIES

CONSOLIDATING
ELIMINATIONS

CONSOLIDATED
TOTAL

Net income

379,205

123,103

38,876

(161,979

)

379,205

Other comprehensive loss before tax:

Actuarial loss on defined benefit pension plan

(1,411

)

(134

)

(129

)

–

(1,674

)

Unrealized loss on marketable

securities, available-for-sale:

Unrealized loss

(279

)

–

(279

)

Less: reclassification adjustments for losses included in net income

–

(215

)

–

(215

)

Other comprehensive loss before tax

(1,626

)

(134

)

(129

)

–

(1,889

)

Income tax benefit related to items
of other comprehensive loss

540

–

640

Other comprehensive loss, net of tax

(1,086

)

(83

)

(80

)

–

(1,249

)

Comprehensive income

378,119

123,020

38,796

(161,979

)

377,956


		YEAR ENDED DECEMBER 31, 2012

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										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	)

CONSOLIDATING BALANCE SHEETS

DECEMBER 31, 2013

(in thousands)

TRG, INC.

GUARANTOR SUBSIDIARIES

NON-
GUARANTOR SUBSIDIARIES

CONSOLIDATING ELIMINATIONS

CONSOLIDATED TOTAL

ASSETS

Cash and cash equivalents

25,521

193,356

9,109

–

227,986

Marketable securities and restricted cash

377,267

–

25,922

–

403,189

Consolidated inventory owned

955,943

660,664

–

1,616,607

Consolidated inventory not owned

17,297

–

15,879

–

33,176

Total housing inventories

973,240

660,664

15,879

–

1,649,783

Investment in subsidiaries

369,580

–

(369,580

)

–

Intercompany receivables

517,057

–

(517,057

)

–

Other assets

290,153

54,052

155,149

–

499,354

Assets of discontinued operations

–

TOTAL ASSETS

2,552,818

908,102

206,059

(886,637

)

2,780,342

LIABILITIES

Accounts payable and other accrued liabilities

247,328

106,420

31,773

–

385,521

Financial services credit facility

–

73,084

–

73,084

Debt

1,397,308

–

1,397,308

Intercompany payables

–

465,252

51,805

(517,057

)

–

Liabilities of discontinued operations

136

368

–

504

TOTAL LIABILITIES

1,644,772

572,040

156,662

(517,057

)

1,856,417

EQUITY

STOCKHOLDERS' EQUITY

908,046

336,062

33,518

(369,580

)

908,046

NONCONTROLLING INTEREST

–

15,879

–

15,879

TOTAL LIABILITIES AND EQUITY

2,552,818

908,102

206,059

(886,637

)

2,780,342


		DECEMBER 31, 2012

ASSETS
Cash and cash equivalents	$	32,130	$	117,838	$	8,119	$	–		$	158,087
Marketable securities and restricted cash		429,057		–		27,461		–			456,518
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
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

CONSOLIDATING STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2013

(in thousands)

TRG, INC.

GUARANTOR
SUBSIDIARIES

NON-
GUARANTOR
SUBSIDIARIES

CONSOLIDATING
ELIMINATIONS

CONSOLIDATED
TOTAL

CASH FLOWS FROM OPERATING ACTIVITIES

Net income from continuing operations

379,099

123,102

38,876

(161,978

)

379,099

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

(225,954

)

8,225

281

–

(217,448

)

Changes in assets and liabilities

(317,140

)

(202,163

)

(71,030

)

161,978

(428,355

)

Other operating activities, net

(1,264

)

–

(1,264

)

Net cash used for operating activities from continuing operations

(165,259

)

(70,836

)

(31,873

)

–

(267,968

)

CASH FLOWS FROM INVESTING ACTIVITIES

Contributions to unconsolidated joint ventures, net

(302

)

(2,925

)

–

(3,227

)

Additions to property, plant and equipment

(9,546

)

(9,760

)

(602

)

–

(19,908

)

Purchases of marketable securities, available-for-sale

(752,043

)

–

(4,174

)

–

(756,217

)

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

823,759

–

5,573

–

829,332

Cash paid for business acquisitions

(19,880

)

(31,050

)

–

(50,930

)

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

41,988

(43,735

)

797

–

(950

)

CASH FLOWS FROM FINANCING ACTIVITIES

Increase in debt

262,202

–

262,202

Increase in borrowings against revolving credit facilities, net

–

73,084

–

73,084

Common stock dividends and stock-based compensation

22,672

–

22,672

Increase (decrease) in restricted cash

(19,281

)

–

140

–

(19,141

)

Intercompany balances

(148,931

)

190,089

(41,158

)

–

Net cash provided by financing activities from continuing operations

116,662

190,089

32,066

–

338,817

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

(6,609

)

75,518

990

–

69,899

Cash flows from operating activities—discontinued operations

–

(25

)

–

(25

)

Cash flows from investing activities—discontinued operations

–

Cash flows from financing activities—discontinued operations

–

Cash and cash equivalents at beginning of year

32,130

117,865

8,119

–

158,114

CASH AND CASH EQUIVALENTS AT END OF YEAR

25,521

193,383

9,109

–

228,013


	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		28,164			7,873			500			–			36,537
Changes in assets and liabilities		(128,700	)		(56,003	)		(40,608	)		26,005			(199,306	)
Other operating activities, net		(792	)		–			–			–			(792	)

Net cash used for operating activities from continuing operations		(58,946	)		(34,793	)		(27,440	)		–			(121,179	)

CASH FLOWS FROM INVESTING ACTIVITIES
Return of investment in unconsolidated joint ventures, net		708			1,602			–			–			2,310
Additions to property, plant and equipment		(7,596	)		(4,560	)		(68	)		–			(12,224	)
Purchases of marketable securities, available-for-sale		(1,170,627	)		–			(5,481	)		–			(1,176,108	)
Proceeds from sales and maturities of marketable securities, available-for-sale		1,134,675			–			6,293			–			1,140,968
Cash paid for business acquisitions		(80,182	)		–			–			–			(80,182	)
Other investing activities, net		–			–			109			–			109

Net cash (used for) provided by investing activities from continuing operations		(123,022	)		(2,958	)		853			–			(125,127	)

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in debt		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		(102,914	)		39,705			63,209			–			–

Net cash provided by financing activities from continuing operations		188,528			38,517			18,068			–			245,113

Net increase (decrease) in cash and cash equivalents from continuing operations		6,560			766			(8,519	)		–			(1,193	)
Cash flows from operating activities—discontinued operations		(31	)		(73	)		–			–			(104	)
Cash flows from investing activities—discontinued operations		4			71			–			–			75
Cash flows from financing activities—discontinued operations		–			–			–			–			–
Cash and cash equivalents at beginning of year		25,597			117,101			16,638			–			159,336

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	32,130		$	117,865		$	8,119		$	–		$	158,114


	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		51,325			6,564			588			–			58,477
Changes in assets and liabilities		(58,187	)		(40,741	)		(84,536	)		(1,826	)		(185,290	)
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		(1,307,894	)		–			(5,387	)		–			(1,313,281	)
Proceeds from sales and maturities of marketable securities, available-for-sale		1,397,566			–			6,564			–			1,404,130
Other investing activities, net		–			–			118			–			118

Net cash provided by (used for) investing activities from continuing operations		81,392			(576	)		1,142			–			81,958

CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in debt		(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		(1,661	)		(60,080	)		(5,857	)		–			(67,598	)
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		27,231			177,191			22,495			–			226,917

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	25,597		$	117,101		$	16,638		$	–		$	159,336