Supplemental Guarantor Information | 15. Supplemental Guarantor Information In May 2014, we completed a private offering of $200 .0 million in aggregate principal amount of our 6.875% senior notes due 2022 (which we refer to as the “Initial Senior Notes”). In February 2015, we completed an offer to exchange $200.0 million in aggregate principal amount of our 6.875% senior notes due 2022, which are registered under the Securities Act (which we refer to as the “Initial Exchange Notes”), for all of the Initial Senior Notes sold and issued in the May 2014 private offering. The terms of the Initial Exchange Notes are identical in all material respects to the Initial Senior Notes, except that the Initial Exchange Notes are registered under the Securities Act and the transfer restrictions, registration rights, and additional interest provisions applicable to the Initial Senior Notes do not apply to the Initial Exchange Notes. In April 2015, we completed a private offering of an additional $60 million in aggregate principal amount of our 6.875% senior notes due 2022 (which we refer to as the “Additional Senior Notes”). In October 2015, we completed an offer to exchange $60.0 million in aggregate principal amount of our 6.875% senior notes due 2022, which are registered under the Securities Act (which we refer to as the “Additional Exchange Notes”), for all of the Additional Senior Notes. The terms of the Additional Exchange Notes are identical in all material respects to the Additional Senior Notes, except that the Additional Exchange Notes are registered under the Securities Act and the transfer restrictions, registration rights, and additional interest provisions applicable to the Additional Senior Notes do not apply to the Additional Exchange Notes. The Additional Senior Notes and the Additional Exchange Notes are additional notes issued under the indenture pursuant to which the Initial Senior Notes and Initial Exchange Notes were issued. The Initial Exchange Notes and the Additional Exchange Notes bear the same CUSIP number, are fungible with each other, and are treated as a single series of notes under the indenture. We refer to the Initial Exchange Notes and the Additional Exchange Notes, collectively, as the “Senior Notes.” The Senior Notes are our unsecured senior obligations, and are fully and unconditionally guaranteed on an unsecured basis, jointly and severally, by substantially all of our direct and indirect wholly-owned operating subsidiaries (which we refer to as “Guarantors”). The Indenture governing the Senior Notes provides that the guarantees of a Guarantor will be automatically and unconditionally released and discharged: (1) upon any sale, transfer, exchange or other disposition (by merger, consolidation or otherwise) of all of the equity interests of such Guarantor after which the applicable Guarantor is no longer a “Restricted Subsidiary” (as defined in the Indenture), which sale, transfer, exchange or other disposition does not constitute an “Asset Sale” (as defined in the Indenture) or is made in compliance with applicable provisions of the Indenture; (2) upon any sale, transfer, exchange or other disposition (by merger, consolidation or otherwise) of all of the assets of such Guarantor, which sale, transfer, exchange or other disposition does not constitute an Asset Sale or is made in compliance with applicable provisions of the Indenture; provided, that after such sale, transfer, exchange or other disposition, such Guarantor is an “Immaterial Subsidiary” (as defined in the Indenture); (3) unless a default has occurred and is continuing, upon the release or discharge of such Guarantor from its guarantee of any indebtedness for borrowed money of the Company and the Guarantors so long as such Guarantor would not then otherwise be required to provide a guarantee pursuant to the Indenture; provided that if such Guarantor has incurred any indebtedness in reliance on its status as a Guarantor in compliance with applicable provisions of the Indenture, such Guarantor’s obligations under such indebtedness, as the case may be, so incurred are satisfied in full and discharged or are otherwise permitted to be incurred by a Restricted Subsidiary (other than a Guarantor) in compliance with applicable provisions of the Indenture; (4) upon the designation of such Guarantor as an “Unrestricted Subsidiary” (as defined in the Indenture), in accordance with the Indenture; (5) if the Company exercises its legal defeasance option or covenant defeasance option under the Indenture or if the obligations of the Company and the Guarantors are discharged in compliance with applicable provisions of the Indenture, upon such exercise or discharge; or (6) in connection with the dissolution of such Guarantor under applicable law in accordance with the Indenture. As the guarantees were made in connection with the February 2015 exchange offer for the Initial Exchange Notes and the October 2015 exchange offer for the Additional Exchange Notes, the Guarantors’ condensed financial information is presented as if the guarantees existed during the periods presented. If any Guarantors are released from the guarantees in future periods, the changes are reflected prospectively. We have determined that separate, full financial statements of the Guarantors would not be material to investors and, accordingly, supplemental financial information is presented below: Supplemental Condensed Consolidated Balance Sheet As of March 31, 2016 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Assets Cash and cash equivalents $ 7,986 $ 3,451 $ — $ — $ 11,437 Accounts receivable 3 17,189 — — 17,192 Investment in subsidiaries 829,122 — — (829,122) — Inventories — 867,357 — — 867,357 Prepaid expenses and other assets 3,170 22,977 — — 26,147 Property and equipment, net 1,003 8,980 — — 9,983 Amortizable intangible assets, net — 4,140 — — 4,140 Goodwill — 21,365 — — 21,365 Total assets $ 841,284 $ 945,459 $ — $ (829,122) $ 957,621 Liabilities and stockholders’ equity Liabilities: Accounts payable $ — $ 13,538 $ — $ — $ 13,538 Accrued expenses and other liabilities 12,206 99,886 — — 112,092 Deferred tax liability, net 411 — — — 411 Notes payable and revolving line of credit 412,138 2,913 — — 415,051 Total liabilities 424,755 116,337 — — 541,092 Stockholders’ equity: 416,529 829,122 — (829,122) 416,529 Total liabilities and stockholders’ equity $ 841,284 $ 945,459 $ — $ (829,122) $ 957,621 Supplemental Condensed Consolidated Balance Sheet As of December 31, 2015 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Assets Cash and cash equivalents $ 22,002 $ 7,285 $ — $ — $ 29,287 Accounts receivable 1,239 15,819 — — 17,058 Investment in subsidiaries 777,898 — — (777,898) — Inventories — 810,137 — — 810,137 Prepaid expenses and other assets 3,727 23,008 — — 26,735 Property and equipment, net 857 7,518 — — 8,375 Amortizable intangible assets, net — 4,784 — — 4,784 Goodwill — 21,365 — — 21,365 Total assets $ 805,723 $ 889,916 $ — $ (777,898) $ 917,741 Liabilities and stockholders’ equity Liabilities: Accounts payable $ — $ 10,967 $ — $ — $ 10,967 Accrued expenses and other liabilities 9,154 97,623 — — 106,777 Deferred tax liability, net 275 — — — 275 Notes payable and revolving line of credit 386,815 3,428 — — 390,243 Total liabilities 396,244 112,018 — — 508,262 Stockholders’ equity: 409,479 777,898 — (777,898) 409,479 Total liabilities and stockholders’ equity $ 805,723 $ 889,916 $ — $ (777,898) $ 917,741 Supplemental Condensed Consolidated Statement of Operations For the Three Months Ended March 31, 2016 (in thousands) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Revenue Home sales revenues $ — $ 181,081 $ — $ — $ 181,081 Land sales revenues — 1,970 — — 1,970 Golf course and other revenue — 1,045 — — 1,045 Total revenue — 184,096 — — 184,096 Costs and expenses Cost of homes sales revenues — 144,353 — — 144,353 Cost of land sales revenues — 1,826 — — 1,826 Cost of golf course and other revenue — 716 — — 716 Selling, general and administrative 5,392 19,793 — — 25,185 Total operating costs and expenses 5,392 166,688 — — 172,080 Operating income (loss) (5,392) 17,408 — — 12,016 Other income (expense) Equity in earnings from consolidated subsidiaries 11,689 — — (11,689) — Interest income 7 33 — — 40 Interest expense — (2) — — (2) Acquisition expense (169) — — — (169) Other income — 324 — — 324 Loss on disposition of assets — 220 — — 220 Income before income tax expense 6,135 17,983 — (11,689) 12,429 Income tax expense (1,848) 6,294 — — 4,446 Net income $ 7,983 $ 11,689 $ — $ (11,689) $ 7,983 Supplemental Condensed Consolidated Statement of Operations For the Three Months Ended March 31, 2015 (in thousands) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Revenue Home sales revenues $ — $ 154,335 $ — $ — $ 154,335 Golf course and other revenue — 2,103 — — 2,103 Total revenue — 156,438 — — 156,438 Cost of home sale revenues Cost of homes sales revenues — 124,806 — — 124,806 Cost of golf course and other revenue — 1,506 — — 1,506 Selling, general and administrative 4,884 16,048 — — 20,932 Total operating costs and expenses 4,884 142,360 — — 147,244 Operating income (4,884) 14,078 — — 9,194 Other income (expense) Equity in earnings from consolidated subsidiaries 9,356 — — (9,356) — Interest income 14 2 — — 16 Interest expense — (3) — — (3) Acquisition expense — — — — — Other income — 317 — — 317 Income before income tax expense 4,486 14,394 — (9,356) 9,524 Income tax expense (1,865) 5,038 — — 3,173 Net income $ 6,351 $ 9,356 $ — $ (9,356) $ 6,351 Supplemental Condensed Consolidated Statement of Cash Flows For the Three Months Ended March 31, 2016 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Net cash provided by/(used in) operating activities $ 2,837 $ (40,401) $ — $ — $ (37,564) Net cash used in investing activities $ (39,206) $ (1,915) $ — $ 38,997 $ (2,124) Financing activities Borrowings under revolving credit facilities $ 50,000 $ — $ — $ — $ 50,000 Payments on revolving credit facilities (25,000) — — — (25,000) Principal payments from notes payable — (515) — — (515) Repurchases of common stock under our stock repurchase program (2,393) — — — (2,393) Repurchases of common stock upon vesting of restricted stock awards (254) — — — (254) Payments from (and advances to) parent/subsidiary — 38,997 — (38,997) — Net cash provided by financing activities $ 22,353 $ 38,482 $ — $ (38,997) $ 21,838 Net decrease in cash and cash equivalents $ (14,016) $ (3,834) $ — $ — $ (17,850) Cash and cash equivalents Beginning of period $ 22,002 $ 7,285 $ — $ $ 29,287 End of period $ 7,986 $ 3,451 $ — $ — $ 11,437 Supplemental Condensed Consolidated Statement of Cash Flows For the Three Months Ended March 31, 2015 (in thousands) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Net cash used in operating activities $ (1,270) $ (36,503) $ — $ — $ (37,773) Net cash used in investing activities $ (41,677) $ (1,069) $ — $ 41,531 $ (1,215) Financing activities Borrowings under revolving credit facilities $ 35,000 $ — $ — $ — $ 35,000 Principal payments on notes payable — (2,442) — — (2,442) Debt issuance costs (385) — — — (385) Payments from (and advances to) parent/subsidiary — 41,531 — (41,531) — Net cash provided by financing activities $ 34,615 $ 39,089 $ — $ (41,531) $ 32,173 Net increase (decrease) in cash and cash equivalents $ (8,332) $ 1,517 $ — $ — $ (6,815) Cash and cash equivalents Beginning of period 22,710 10,752 — — 33,462 End of period $ 14,378 $ 12,269 $ — $ — $ 26,647 |