Supplemental Guarantor Information | 24. Supplemental Guarantor Information In May 2014, we completed a private offering of $ 200.0 million in aggregate principal amount of our 6.875% senior unsecured 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. 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 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 December 31, 2016 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Assets Cash and cash equivalents $ 14,637 $ 8,646 $ 6,167 $ — $ 29,450 Cash held in escrow — 20,044 — — 20,044 Accounts receivable 2,980 2,749 — — 5,729 Investment in subsidiaries 884,665 — — (884,665) — Inventories — 857,885 — — 857,885 Prepaid expenses and other assets 14,628 25,662 167 — 40,457 Property and equipment, net 1,166 10,224 22 — 11,412 Investment in unconsolidated subsidiaries 18,275 — 18,275 Amortizable intangible assets, net — 2,911 — — 2,911 Goodwill — 21,365 — — 21,365 Total assets $ 936,351 $ 949,486 $ 6,356 $ (884,665) $ 1,007,528 Liabilities and stockholders’ equity Liabilities: Accounts payable $ 257 $ 15,575 $ (124) $ — $ 15,708 Accrued expenses and other liabilities 12,587 49,697 30 — 62,314 Deferred tax liability 1,782 — — — 1,782 Notes payable and revolving line of credit 448,089 5,999 — — 454,088 Total liabilities 462,715 71,271 (94) — 533,892 Stockholders’ equity: 473,636 878,215 6,450 (884,665) 473,636 Total liabilities and stockholders’ equity $ 936,351 $ 949,486 $ 6,356 $ (884,665) $ 1,007,528 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 Year Ended December 31, 2016 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Revenue Home sales revenues $ — $ 978,733 $ — $ — $ 978,733 Land sales revenues — 11,799 — — 11,799 Golf course and other revenue — 3,908 — — 3,908 Total revenue — 994,440 — — 994,440 Costs and expenses Cost of homes sales revenues — 786,127 — — 786,127 Cost of land sales revenues — 10,589 — — 10,589 Cost of golf course and other revenue — 3,628 — — 3,628 Selling, general and administrative 25,674 96,235 315 — 122,224 Total operating costs and expenses 25,674 896,579 315 — 922,568 Operating income (25,674) 97,861 (315) — 71,872 Other income (expense) Equity in earnings from consolidated subsidiaries 64,297 — — (64,297) — Interest income 34 161 — — 195 Interest expense — (5) — — (5) Equity in earnings from unconsolidated subsidiaries 191 — — — 191 Acquisition expense (490) — — — (490) Other income — 940 — — 940 Gain on disposition of assets — 446 — — 446 Income before income tax expense 38,358 99,403 (315) (64,297) 73,149 Income tax expense (11,182) 34,791 — — 23,609 Net income $ 49,540 $ 64,612 $ (315) $ (64,297) $ 49,540 Supplemental Condensed Consolidated Statement of Operations For the Year Ended December 31, 2015 (in thousands) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Revenue Home sales revenues $ — $ 725,437 $ — $ — $ 725,437 Land sales revenues — 3,405 — — 3,405 Golf course and other revenue — 5,647 — — 5,647 Total revenue — 734,489 — — 734,489 Costs and expenses Cost of homes sales revenues — 579,203 — — 579,203 Cost of land sales revenues — 3,395 — — 3,395 Cost of golf course and other revenue — 5,037 — — 5,037 Selling, general and administrative 18,013 69,827 — — 87,840 Total operating costs and expenses 18,013 657,462 — — 675,475 Operating income (18,013) 77,027 — — 59,014 Other income (expense) Equity in earnings from consolidated subsidiaries 51,197 — — (51,197) — Interest income 44 85 — — 129 Interest expense — (10) — — (10) Acquisition expense (491) — — — (491) Other income — 1,535 — — 1,535 Gain on disposition of assets — 128 — — 128 Income before income tax expense 32,737 78,765 — (51,197) 60,305 Income tax expense (7,153) 27,568 — — 20,415 Net income $ 39,890 $ 51,197 $ — $ (51,197) $ 39,890 Supplemental Condensed Consolidated Statement of Operations For the Year Ended December 31, 2014 (in thousands) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Revenue Home sales revenues $ — $ 351,823 $ — $ — $ 351,823 Land sales revenues — 4,800 — — 4,800 Golf course and other revenue — 5,769 — — 5,769 Total revenue — 362,392 — — 362,392 Cost of home sale revenues Cost of homes sales revenues — 276,386 — — 276,386 Cost of land sales revenues — 1,808 — — 1,808 Cost of golf course and other revenue — 6,301 — — 6,301 Selling, general and administrative 12,185 34,610 — — 46,795 Total operating costs and expenses 12,185 319,105 — — 331,290 Operating income (12,185) 43,287 — — 31,102 Other income (expense) Equity in earnings from consolidated subsidiaries 28,729 — — (28,729) — Interest income 359 3 — — 362 Interest expense — (26) — — (26) Acquisition expense (1,414) — — — (1,414) Other income — 736 — — 736 Gain on disposition of assets — 199 — — 199 Income before income tax expense 15,489 44,199 — (28,729) 30,959 Income tax expense (4,533) 15,470 — — 10,937 Net income $ 20,022 $ 28,729 $ — $ (28,729) $ 20,022 Supplemental Condensed Consolidated Statement of Cash Flows For the Year Ended December 31, 2016 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Net cash provided by/(used in) operating activities $ (16,138) $ (29,123) $ (575) $ — $ (45,836) Net cash used in investing activities $ (58,032) $ (5,585) $ (23) $ 40,439 $ (23,201) Financing activities Borrowings under revolving credit facilities $ 220,000 $ — $ — $ — $ 220,000 Payments on revolving credit facilities (160,000) — — — (160,000) Proceeds from insurance notes payable — 11,612 — — 11,612 Principal payments on notes payable — (9,217) — — (9,217) 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 (1,015) — — — (1,015) Payments from (and advances to) parent/subsidiary — 33,674 6,765 (40,439) — Net proceeds from issuances of common stock 11,369 — — — 11,369 Net cash provided by financing activities $ 66,805 $ 36,069 $ 6,765 $ (40,439) $ 69,200 Net decrease in cash and cash equivalents $ (7,365) $ 1,361 $ 6,167 $ — $ 163 Cash and cash equivalents Beginning of period $ 22,002 $ 7,285 $ — $ — $ 29,287 End of period $ 14,637 $ 8,646 $ 6,167 $ — $ 29,450 Supplemental Condensed Consolidated Statement of Cash Flows For the Year Ended December 31, 2015 (in thousands) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Net cash used in operating activities $ (3,742) $ (158,992) $ — $ — $ (162,734) Net cash used in investing activities (167,244) (3,839) — 166,851 (4,232) Financing activities Borrowings under revolving credit facilities 180,000 — — — 180,000 Payments on revolving credit facilities (65,000) — — — (65,000) Proceeds from issuance of senior notes 58,956 — — — 58,956 Proceeds from issuance of notes payable — 1,169 — — 1,169 Principal payments on notes payable — (8,656) — — (8,656) Debt issuance costs (2,817) — — — (2,817) Repurchases of common stock upon vesting of restricted stock awards (861) — — — (861) Payments from (and advances to) parent/subsidiary — 166,851 — (166,851) — Net cash provided by financing activities 170,278 159,364 — (166,851) 162,791 Net decrease in cash and cash equivalents (708) (3,467) — — (4,175) Cash and cash equivalents Beginning of period 22,710 10,752 — — 33,462 End of period $ 22,002 $ 7,285 $ — $ — $ 29,287 Supplemental Condensed Consolidated Statement of Cash Flows For the Year Ended December 31, 2014 (in thousands) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Net cash used in operating activities $ (7,783) $ (121,888) $ — $ — $ (129,671) Net cash used in investing activities (359,291) (233,001) — 358,580 (233,712) Financing activities Borrowings under revolving credit facilities 119,000 — — — 119,000 Payments on revolving credit facilities (99,000) — — — (99,000) Proceeds from issuance of senior notes 198,478 — — — 198,478 Proceeds from issuance of notes payable — 6,760 — — 6,760 Principal payments on notes payable — (3,083) — — (3,083) Debt issuance costs (6,783) — — — (6,783) Net proceeds from issuances of common stock 81,564 — — — 81,564 Repurchases of common stock (9,746) — — — (9,746) Excess tax benefit on stock-based compensation 43 — — — 43 Payments from (and advances to) parent/subsidiary — 358,580 — (358,580) — Repurchases of common stock upon vesting of restricted stock awards (386) — — — (386) Net cash provided by financing activities 283,170 362,257 — (358,580) 286,847 Net increase (decrease) in cash and cash equivalents (83,904) 7,368 — — (76,536) Cash and cash equivalents Beginning of period 106,614 3,384 — — 109,998 End of period $ 22,710 $ 10,752 $ — $ — $ 33,462 |