Supplemental Guarantor Information | 17. 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 “April 2015 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 “October 2015 Exchange Notes”), for all of the April 2015 Senior Notes. The terms of the October 2015 Exchange Notes are identical in all material respects to the April 2015 Senior Notes, except that the October 2015 Exchange Notes are registered under the Securities Act and the transfer restrictions, registration rights, and additional interest provisions applicable to the April 2015 Senior Notes do not apply to the October 2015 Exchange Notes. In January 2017, we completed a private offering of an additional $125 million in aggregate principal amount of our 6.875% senior notes due 2022 (which we refer to as the “January 2017 Senior Notes”) in reliance on Rule 144A and Regulation S under the Securities Act. The January 2017 Senior Notes are additional notes issued under the Indenture pursuant to which the Initial Exchange Notes and the October 2015 Exchange Notes (collectively, the “Existing Notes”) were issued. The January 2017 Senior Notes and the Existing Notes will be treated as a single series of notes under the Indenture, and will vote as a single class of notes for all matters submitted to a vote of holders under the Indenture. The January 2017 Senior Notes and the Existing 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 January 2017 Senior Notes and the Existing 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, the October 2015 exchange offer for the October 2015 Exchange Notes, and the issuance of the January 2017 Senior 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, 2017 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Assets Cash and cash equivalents $ 12,972 $ 4,590 $ 5,903 $ — $ 23,465 Cash held in escrow — 17,216 — — 17,216 Accounts receivable 115 6,781 141 — 7,037 Investment in consolidated subsidiaries 912,505 — — (912,505) — Inventories — 884,072 — — 884,072 Prepaid expenses and other assets 12,759 27,277 223 — 40,259 Property and equipment, net 1,647 9,569 149 — 11,365 Investment in unconsolidated subsidiaries 18,680 — — — 18,680 Amortizable intangible assets, net — 2,567 — — 2,567 Goodwill — 21,365 — — 21,365 Total assets $ 958,678 $ 973,437 $ 6,416 $ (912,505) $ 1,026,026 Liabilities and stockholders’ equity Liabilities: Accounts payable $ (24) $ 8,283 $ 21 $ — $ 8,280 Accrued expenses and other liabilities 18,256 54,561 66 — 72,883 Deferred tax liability 450 — — — 450 Notes payable and revolving line of credit 443,531 4,417 — — 447,948 Total liabilities 462,213 67,261 87 — 529,561 Stockholders’ equity: 496,465 906,176 6,329 (912,505) 496,465 Total liabilities and stockholders’ equity $ 958,678 $ 973,437 $ 6,416 $ (912,505) $ 1,026,026 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 consolidated 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 Statement of Operations For the Three Months Ended March 31, 2017 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Revenues Homebuilding revenues Home sales revenues $ — $ 226,420 $ — $ — $ 226,420 Land sales and other revenues — 1,896 241 (241) 1,896 — 228,316 241 (241) 228,316 Financial services revenue Total revenues — 228,316 241 (241) 228,316 Homebuilding cost of revenues Cost of homes sales revenues — (182,324) — — (182,324) Cost of land sales and other revenues — (1,144) — — (1,144) — (183,468) — — (183,468) Financial services costs — — (754) — (754) Selling, general and administrative (9,948) (23,264) — — (33,212) Equity in earnings from consolidated subsidiaries 13,541 — — (13,541) — Equity in income from unconsolidated subsidiaries 1,255 — — — 1,255 Other income (expense) (474) 351 37 — (86) Income before income tax expense 4,374 21,935 (476) (13,782) 12,051 Income tax expense 4,425 (7,677) — — (3,252) Net income $ 8,799 $ 14,258 $ (476) $ (13,782) $ 8,799 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 Revenues Homebuilding revenues Home sales revenues $ — $ 181,081 $ — $ — $ 181,081 Land sales and other revenues — 3,015 — — 3,015 — 184,096 — — 184,096 Financial services revenue — — — — — Total revenues — 184,096 — — 184,096 Homebuilding cost of revenues Cost of homes sales revenues — (144,353) — — (144,353) Cost of land sales and other revenues — (2,542) — — (2,542) — (146,895) — — (146,895) Financial services costs — — — — — Selling, general and administrative (5,392) (19,793) — — (25,185) Equity in earnings from consolidated subsidiaries 11,689 — — (11,689) — Other income (expense) (162) 575 — — 413 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 Cash Flows For the Three Months Ended March 31, 2017 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Net cash provided by/(used in) operating activities $ (2,141) $ (7,588) $ (733) $ — $ (10,462) Net cash used in investing activities $ (6,610) $ (298) $ (127) $ 6,008 $ (1,027) Financing activities Borrowings under revolving credit facilities $ 45,000 $ — $ — $ — $ 45,000 Payments on revolving credit facilities (175,000) — — — (175,000) Proceeds from insurance notes payable 127,500 — — — 127,500 Principal payments on notes payable — (1,582) — — (1,582) Debt issuance costs (2,533) — — — (2,533) Repurchases of common stock upon vesting of restricted stock awards (2,904) — — — (2,904) Payments from (and advances to) parent/subsidiary — 5,412 596 (6,008) — Net proceeds from issuances of common stock 15,023 — — — 15,023 Net cash provided by financing activities $ 7,086 $ 3,830 $ 596 $ (6,008) $ 5,504 Net decrease in cash and cash equivalents $ (1,665) $ (4,056) $ (264) $ — $ (5,985) Cash and cash equivalents Beginning of period $ 14,637 $ 8,646 $ 6,167 $ — $ 29,450 End of period $ 12,972 $ 4,590 $ 5,903 $ — $ 23,465 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 |