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 September 30, 2016 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Assets Cash and cash equivalents $ 11,679 $ 5,675 $ — $ — $ 17,354 Cash held in escrow — 27,749 27,749 Accounts receivable 885 3,967 — — 4,852 Investment in subsidiaries 867,424 — — (867,424) — Inventories — 873,613 — — 873,613 Prepaid expenses and other assets 16,912 21,509 — — 38,421 Property and equipment, net 973 10,255 — — 11,228 Deferred tax asset, net 3,533 — — — 3,533 Amortizable intangible assets, net — 3,256 — — 3,256 Goodwill — 21,365 — — 21,365 Total assets $ 901,406 $ 967,389 $ — $ (867,424) $ 1,001,371 Liabilities and stockholders’ equity Liabilities: Accounts payable $ 31 $ 18,108 $ — $ — $ 18,139 Accrued expenses and other liabilities 13,014 74,291 — — 87,305 Notes payable and revolving line of credit 442,765 7,566 — — 450,331 Total liabilities 455,810 99,965 — — 555,775 Stockholders’ equity: 445,596 867,424 — (867,424) 445,596 Total liabilities and stockholders’ equity $ 901,406 $ 967,389 $ — $ (867,424) $ 1,001,371 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 Cash held in escrow — 11,817 — — 11,817 Accounts receivable 1,239 4,002 — — 5,241 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 September 30 , 2016 (in thousands) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Revenue Home sales revenues $ — $ 248,075 $ — $ — $ 248,075 Land sales revenues — 4,651 — — 4,651 Golf course and other revenue — 687 — — 687 Total revenue — 253,413 — — 253,413 Costs and expenses Cost of homes sales revenues — 197,650 — — 197,650 Cost of land sales revenues — 4,255 — — 4,255 Cost of golf course and other revenue — 1,165 — — 1,165 Selling, general and administrative 6,846 24,098 — — 30,944 Total operating costs and expenses 6,846 227,168 — — 234,014 Operating income (loss) (6,846) 26,245 — — 19,399 Other income (expense) Equity in earnings from consolidated subsidiaries 17,303 — — (17,303) — Interest income 10 51 — — 61 Interest expense — — — — — Acquisition expense (53) — — — (53) Other income — 179 — — 179 Gain on disposition of assets — 145 — — 145 Income before income tax expense 10,414 26,620 — (17,303) 19,731 Income tax expense (2,928) 9,317 — — 6,389 Net income $ 13,342 $ 17,303 $ — $ (17,303) $ 13,342 Supplemental Condensed Consolidated Statement of Operations For the Three Months Ended September 30 , 2015 (in thousands) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Revenue Home sales revenues $ — $ 179,775 $ — $ — $ 179,775 Land sales revenue — 2,257 — — 2,257 Golf course and other revenue — 700 — — 700 Total revenue — 182,732 — — 182,732 Cost of home sale revenues Cost of homes sales revenues — 141,452 — — 141,452 Cost of land sales revenues — 2,250 — — 2,250 Cost of golf course and other revenue — 1,046 — — 1,046 Selling, general and administrative 4,827 17,348 — — 22,175 Total operating costs and expenses 4,827 162,096 — — 166,923 Operating income (4,827) 20,636 — — 15,809 Other income (expense) Equity in earnings from consolidated subsidiaries 13,707 — — (13,707) — Interest income 7 44 — — 51 Interest expense — (2) — — (2) Acquisition expense (323) — — — (323) Other income — 434 — — 434 Loss on disposition of assets — (24) — — (24) Income before income tax expense 8,564 21,088 — (13,707) 15,945 Income tax expense (2,019) 7,381 — — 5,362 Net income $ 10,583 $ 13,707 $ — $ (13,707) $ 10,583 Supplemental Condensed Consolidated Statement of Operations For the Nine Months Ended September 30, 2016 (in thousands) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Revenue Home sales revenues $ — $ 686,335 $ — $ — $ 686,335 Land sales revenues — 7,909 — — 7,909 Golf course and other revenue — 2,907 — — 2,907 Total revenue — 697,151 — — 697,151 Costs and expenses Cost of homes sales revenues — 549,886 — — 549,886 Cost of land sales revenues — 6,668 — — 6,668 Cost of golf course and other revenue — 2,765 — — 2,765 Selling, general and administrative 18,323 69,189 — — 87,512 Total operating costs and expenses 18,323 628,508 — — 646,831 Operating income (18,323) 68,643 — — 50,320 Other income (expense) Equity in earnings from consolidated subsidiaries 45,514 — — (45,514) — Interest income 24 118 — — 142 Interest expense — (4) — — (4) Acquisition expense (466) — — — (466) Other income — 797 — — 797 Gain on disposition of assets — 468 — — 468 Income before income tax expense 26,749 70,022 — (45,514) 51,257 Income tax expense (7,718) 24,508 — — 16,790 Net income $ 34,467 $ 45,514 $ — $ (45,514) $ 34,467 Supplemental Condensed Consolidated Statement of Operations For the Nine Months Ended September 30, 2015 (in thousands) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Revenue Home sales revenues $ — $ 520,918 $ — $ — $ 520,918 Land sales revenues — 2,627 — — 2,627 Golf course and other revenue — 4,679 — — 4,679 Total revenue — 528,224 — — 528,224 Cost of home sale revenues Cost of homes sales revenues — 416,483 — — 416,483 Cost of land sales revenues — 2,615 — — 2,615 Cost of golf course and other revenue — 4,214 — — 4,214 Selling, general and administrative 15,267 50,652 — — 65,919 Total operating costs and expenses 15,267 473,964 — — 489,231 Operating income (15,267) 54,260 — — 38,993 Other income (expense) Equity in earnings from consolidated subsidiaries 36,054 — — (36,054) — Interest income 37 51 — — 88 Interest expense — (8) — — (8) Acquisition expense (338) — — — (338) Other income — 1,059 — — 1,059 Gain on disposition of assets — 106 — — 106 Income before income tax expense 20,486 55,468 — (36,054) 39,900 Income tax expense (6,246) 19,414 — — 13,168 Net income $ 26,732 $ 36,054 $ — $ (36,054) $ 26,732 Supplemental Condensed Consolidated Statement of Cash Flows For the Nine Months Ended September 30, 2016 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Net cash provided by/(used in) operating activities $ (17,969) $ (43,431) $ — $ — $ (61,400) Net cash used in investing activities $ (42,791) $ (4,685) $ — $ 42,476 $ (5,000) Financing activities Borrowings under revolving credit facilities $ 145,000 $ — $ — $ — $ 145,000 Payments on revolving credit facilities (90,000) — — — (90,000) Proceeds from insurance notes payable — 11,612 — — 11,612 Principal payments on notes payable — (7,582) — — (7,582) Debt issuance costs (1,156) — — — (1,156) Repurchases of common stock under our stock repurchase program (2,393) — — — (2,393) Repurchases of common stock upon vesting of restricted stock awards (1,014) — — — (1,014) Payments from (and advances to) parent/subsidiary — 42,476 — (42,476) — Net cash provided by financing activities $ 50,437 $ 46,506 $ — $ (42,476) $ 54,467 Net decrease in cash and cash equivalents $ (10,323) $ (1,610) $ — $ — $ (11,933) Cash and cash equivalents Beginning of period $ 22,002 $ 7,285 $ — $ $ 29,287 End of period $ 11,679 $ 5,675 $ — $ — $ 17,354 Supplemental Condensed Consolidated Statement of Cash Flows For the Nine Months Ended September 30, 2015 (in thousands) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Net cash used in operating activities $ (5,168) $ (141,735) $ — $ — $ (146,903) Net cash used in investing activities $ (148,667) $ (2,398) $ — $ 148,378 $ (2,687) Financing activities Borrowings under revolving credit facilities $ 135,000 $ — $ — $ — $ 135,000 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 — (6,815) — — (6,815) Debt issuance costs (2,817) — — — (2,817) Repurchases of common stock upon vesting of restricted stock awards (859) — — — (859) Payments from (and advances to) parent/subsidiary — 148,378 — (148,378) — Net cash provided by financing activities $ 135,280 $ 142,011 $ — $ (148,378) $ 128,913 Net increase (decrease) in cash and cash equivalents $ (18,555) $ (2,122) $ — $ — $ (20,677) Cash and cash equivalents Beginning of period 22,710 10,752 — — 33,462 End of period $ 4,155 $ 8,630 $ — $ — $ 12,785 |