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 June 30, 2016 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Assets Cash and cash equivalents $ 10,553 $ 131 $ — $ — $ 10,684 Accounts receivable 5,625 23,665 — — 29,290 Investment in subsidiaries 829,870 — — (829,870) — Inventories — 869,741 — — 869,741 Prepaid expenses and other assets 3,272 21,813 — — 25,085 Property and equipment, net 940 10,062 — — 11,002 Deferred tax asset, net 279 — — — 279 Amortizable intangible assets, net — 3,666 — — 3,666 Goodwill — 21,365 — — 21,365 Total assets $ 850,539 $ 950,443 $ — $ (829,870) $ 971,112 Liabilities and stockholders’ equity Liabilities: Accounts payable $ 271 $ 11,779 $ — $ — $ 12,050 Accrued expenses and other liabilities 7,057 108,384 — — 115,441 Notes payable and revolving line of credit 412,441 410 — — 412,851 Total liabilities 419,769 120,573 — — 540,342 Stockholders’ equity: 430,770 829,870 — (829,870) 430,770 Total liabilities and stockholders’ equity $ 850,539 $ 950,443 $ — $ (829,870) $ 971,112 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 June 30, 2016 (in thousands) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Revenue Home sales revenues $ — $ 257,179 $ — $ — $ 257,179 Land sales revenues — 1,288 — — 1,288 Golf course and other revenue — 1,175 — — 1,175 Total revenue — 259,642 — — 259,642 Costs and expenses Cost of homes sales revenues — 207,883 — — 207,883 Cost of land sales revenues — 587 — — 587 Cost of golf course and other revenue — 884 — — 884 Selling, general and administrative 6,085 25,298 — — 31,383 Total operating costs and expenses 6,085 234,652 — — 240,737 Operating income (loss) (6,085) 24,990 — — 18,905 Other income (expense) Equity in earnings from consolidated subsidiaries 16,522 — — (16,522) — Interest income 9 32 — — 41 Interest expense (1) (1) — — (2) Acquisition expense (244) — — — (244) Other income — 294 — — 294 Loss on disposition of assets — 103 — — 103 Income before income tax expense 10,201 25,418 — (16,522) 19,097 Income tax expense (2,941) 8,896 — — 5,955 Net income $ 13,142 $ 16,522 $ — $ (16,522) $ 13,142 Supplemental Condensed Consolidated Statement of Operations For the Three Months Ended June 30, 2015 (in thousands) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Revenue Home sales revenues $ — $ 186,808 $ — $ — $ 186,808 Land sales revenue — 370 — — 370 Golf course and other revenue — 1,876 — — 1,876 Total revenue — 189,054 — — 189,054 Cost of home sale revenues Cost of homes sales revenues — 150,225 — — 150,225 Cost of land sales revenues — 365 — — 365 Cost of golf course and other revenue — 1,662 — — 1,662 Selling, general and administrative 5,423 17,389 — — 22,812 Total operating costs and expenses 5,423 169,641 — — 175,064 Operating income (5,423) 19,413 — — 13,990 Other income (expense) Equity in earnings from consolidated subsidiaries 12,905 — — (12,905) — Interest income 15 6 — — 21 Interest expense — (3) — — (3) Acquisition expense (15) — — — (15) Other income — 308 — — 308 Gain on disposition of assets — 130 — — 130 Income before income tax expense 7,482 19,854 — (12,905) 14,431 Income tax expense (2,316) 6,949 — — 4,633 Net income $ 9,798 $ 12,905 $ — $ (12,905) $ 9,798 Supplemental Condensed Consolidated Statement of Operations For the Six Months Ended June 30, 2016 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Revenue Home sales revenues $ — $ 438,260 $ — $ — $ 438,260 Land sales revenues — 3,258 — — 3,258 Golf course and other revenue — 2,220 — — 2,220 Total revenue — 443,738 — — 443,738 Costs and expenses Cost of homes sales revenues — 352,236 — — 352,236 Cost of land sales revenues — 2,413 — — 2,413 Cost of golf course and other revenue — 1,600 — — 1,600 Selling, general and administrative 11,478 45,090 — — 56,568 Total operating costs and expenses 11,478 401,339 — — 412,817 Operating income (11,478) 42,399 — — 30,921 Other income (expense) Equity in earnings from consolidated subsidiaries 28,212 — — (28,212) — Interest income 15 66 — — 81 Interest expense (1) (3) — — (4) Acquisition expense (413) — — — (413) Other income — 618 — — 618 Gain on disposition of assets — 323 — — 323 Income before income tax expense 16,335 43,403 — (28,212) 31,526 Income tax expense (4,790) 15,191 — — 10,401 Net income $ 21,125 $ 28,212 $ — $ (28,212) $ 21,125 Supplemental Condensed Consolidated Statement of Operations For the Six Months Ended June 30, 2015 (in thousands) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Revenue Home sales revenues $ — $ 341,143 $ — $ — $ 341,143 Land sales revenues — 370 — — 370 Golf course and other revenue — 3,979 — — 3,979 Total revenue — 345,492 — — 345,492 Cost of home sale revenues Cost of homes sales revenues — 275,031 — — 275,031 Cost of land sales revenues — 365 — — 365 Cost of golf course and other revenue — 3,168 — — 3,168 Selling, general and administrative 10,440 33,304 — — 43,744 Total operating costs and expenses 10,440 311,868 — — 322,308 Operating income (10,440) 33,624 — — 23,184 Other income (expense) Equity in earnings from consolidated subsidiaries 22,347 — — (22,347) — Interest income 30 7 — — 37 Interest expense — (6) — — (6) Acquisition expense (15) — — — (15) Other income — 625 — — 625 Gain on disposition of assets — 130 — — 130 Income before income tax expense 11,922 34,380 — (22,347) 23,955 Income tax expense (4,227) 12,033 — — 7,806 Net income $ 16,149 $ 22,347 $ — $ (22,347) $ 16,149 Supplemental Condensed Consolidated Statement of Cash Flows For the Six Months Ended June 30, 2016 (in thousands) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Net cash provided by/(used in) operating activities $ (10,020) $ (23,309) $ — $ — $ (33,329) Net cash used in investing activities $ (23,108) $ (3,722) $ — $ 22,895 $ (3,935) Financing activities Borrowings under revolving credit facilities $ 90,000 $ — $ — $ — $ 90,000 Payments on revolving credit facilities (65,000) — — — (65,000) Principal payments on notes payable (24) (3,018) — — (3,042) Repurchases of common stock under our stock repurchase program (2,393) — — — (2,393) Repurchases of common stock upon vesting of restricted stock awards (904) — — — (904) Payments from (and advances to) parent/subsidiary — 22,895 — (22,895) — Net cash provided by financing activities $ 21,679 $ 19,877 $ — $ (22,895) $ 18,661 Net decrease in cash and cash equivalents $ (11,449) $ (7,154) $ — $ — $ (18,603) Cash and cash equivalents Beginning of period $ 22,002 $ 7,285 $ — $ $ 29,287 End of period $ 10,553 $ 131 $ — $ — $ 10,684 Supplemental Condensed Consolidated Statement of Cash Flows For the Six Months Ended June 30, 2015 (in thousands) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Net cash used in operating activities $ (5,139) $ (67,021) $ — $ — $ (72,160) Net cash used in investing activities $ (83,969) $ (796) $ — $ 83,760 $ (1,005) Financing activities Borrowings under revolving credit facilities $ 75,000 $ — $ — $ — $ 75,000 Payments on revolving credit facilities (55,000) — — — (55,000) Proceeds from issuance of senior notes 58,956 — — — 58,956 Proceeds from issuance of insurance premium notes — 448 — — 448 Principal payments on notes payable — (4,570) — — (4,570) Debt issuance costs (1,784) — — — (1,784) Repurchases of common stock upon vesting of restricted stock awards (717) — — — (717) Payments from (and advances to) parent/subsidiary — 83,760 — (83,760) — Net cash provided by financing activities $ 76,455 $ 79,638 $ — $ (83,760) $ 72,333 Net increase (decrease) in cash and cash equivalents $ (12,653) $ 11,821 $ — $ — $ (832) Cash and cash equivalents Beginning of period 22,710 10,752 — — 33,462 End of period $ 10,057 $ 22,573 $ — $ — $ 32,630 |