Supplemental Guarantor Information | 16. Supplemental Guarantor Information The Existing 6.875% Notes and the May 2017 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”). Each of the May 2014 Indenture governing the Existing 6.875% Notes, and the May 2017 Indenture governing the May 2017 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 respective Indentures), which sale, transfer, exchange or other disposition does not constitute an “Asset Sale” (as defined in the respective Indentures) or is made in compliance with applicable provisions of the applicable 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 applicable Indenture; provided, that after such sale, transfer, exchange or other disposition, such Guarantor is an “Immaterial Subsidiary” (as defined in the respective Indentures); (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 applicable 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 applicable 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 applicable Indenture; (4) upon the designation of such Guarantor as an “Unrestricted Subsidiary” (as defined in the respective Indentures), in accordance with the applicable Indenture; (5) if the Company exercises its legal defeasance option or covenant defeasance option under the applicable Indenture or if the obligations of the Company and the Guarantors are discharged in compliance with applicable provisions of the applicable Indenture, upon such exercise or discharge; or (6) in connection with the dissolution of such Guarantor under applicable law in accordance with the applicable 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, the April 2017 exchange offer for the April 2017 Exchange Notes, and the issuance of the May 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 June 30, 2017 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Assets Cash and cash equivalents $ 313,561 $ 17,091 $ 6,134 $ — $ 336,786 Cash held in escrow — 25,704 276 — 25,980 Accounts receivable — 8,054 155 — 8,209 Investment in consolidated subsidiaries 973,571 — — (973,571) — Inventories — 926,992 — — 926,992 Mortgage loans held for sale — — 11,235 — 11,235 Prepaid expenses and other assets 5,933 35,985 302 — 42,220 Property and equipment, net 1,712 10,082 347 — 12,141 Investment in unconsolidated subsidiaries 18,356 — — 18,356 Amortizable intangible assets, net — 2,222 — — 2,222 Goodwill — 21,365 — — 21,365 Total assets $ 1,313,133 $ 1,047,495 $ 18,449 $ (973,571) $ 1,405,506 Liabilities and stockholders’ equity Liabilities: Accounts payable $ 167 $ 4,029 $ 128 $ — $ 4,324 Accrued expenses and other liabilities 17,624 74,017 191 — 91,832 Deferred tax liability 123 — — — 123 Senior notes payable 773,392 3,457 — — 776,849 Revolving line of credit — — — — — Mortgage repurchase facility — — 10,551 — 10,551 Total liabilities 791,306 81,503 10,870 — 883,679 Stockholders’ equity: 521,827 965,992 7,579 (973,571) 521,827 Total liabilities and stockholders’ equity $ 1,313,133 $ 1,047,495 $ 18,449 $ (973,571) $ 1,405,506 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 Senior and other notes payable 253,089 5,999 — — 259,088 Revolving line of credit 195,000 — — — 195,000 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 June 30, 2017 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Revenues Homebuilding revenues Home sales revenues $ — $ 287,588 $ — $ — $ 287,588 Land sales and other revenues — 2,493 — — 2,493 — 290,081 — — 290,081 Financial services revenue — — 1,502 241 1,743 Total revenues — 290,081 1,502 241 291,824 Homebuilding cost of revenues Cost of homes sales revenues — (233,888) — — (233,888) Cost of land sales and other revenues — (1,746) — — (1,746) — (235,634) — — (235,634) Financial services costs — — (1,445) — (1,445) Selling, general and administrative (7,587) (26,633) — — (34,220) Acquisition expense (916) — — — (916) Equity in earnings from consolidated subsidiaries 18,687 — — (18,687) — Equity in income of unconsolidated subsidiaries 2,676 — — — 2,676 Other income (expense) 316 508 — — 824 Income before income tax expense 13,176 28,322 57 (18,446) 23,109 Income tax expense 1,655 (9,913) (20) — (8,278) Net income $ 14,831 $ 18,409 $ 37 $ (18,446) $ 14,831 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 Revenues Homebuilding revenues Home sales revenues $ — $ 257,179 $ — $ — $ 257,179 Land sales and other revenues — 2,463 — — 2,463 — 259,642 — — 259,642 Financial services revenue — — — — — Total revenues — 259,642 — — 259,642 Homebuilding cost of revenues Cost of homes sales revenues — (207,883) — — (207,883) Cost of land sales and other revenues — (1,471) — — (1,471) — (209,354) — — (209,354) Financial services costs — — — — — Selling, general and administrative (6,085) (25,298) — — (31,383) Acquisition expense (244) — — — (244) Equity in earnings from consolidated subsidiaries 16,522 — — (16,522) — Other income (expense) 8 428 — — 436 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 Six Months Ended June 30, 2017 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Revenues Homebuilding revenues Home sales revenues $ — $ 514,008 $ — $ — $ 514,008 Land sales and other revenues — 4,389 — — 4,389 — 518,397 — — 518,397 Financial services revenue — — 1,743 — 1,743 Total revenues — 518,397 1,743 — 520,140 Homebuilding cost of revenues Cost of homes sales revenues — (416,212) — — (416,212) Cost of land sales and other revenues — (2,890) — — (2,890) — (419,102) — — (419,102) Financial services costs — — (2,199) — (2,199) Selling, general and administrative (17,535) (49,897) — — (67,432) Acquisition expense (1,439) — — — (1,439) Equity in earnings from consolidated subsidiaries 32,400 — — (32,400) — Equity in income of unconsolidated subsidiaries 3,931 — — — 3,931 Other income (expense) 357 868 36 — 1,261 Income before income tax expense 17,714 50,266 (420) (32,400) 35,160 Income tax expense 5,916 (17,593) 147 — (11,530) Net income $ 23,630 $ 32,673 $ (273) $ (32,400) $ 23,630 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 Revenues Homebuilding revenues Home sales revenues $ — $ 438,260 $ — $ — $ 438,260 Land sales and other revenues — 5,478 — — 5,478 — 443,738 — — 443,738 Financial services revenue — — — — — Total revenues — 443,738 — — 443,738 Homebuilding cost of revenues Cost of homes sales revenues — (352,236) — — (352,236) Cost of land sales and other revenues — (4,013) — — (4,013) — (356,249) — — (356,249) Financial services costs — — — — — Selling, general and administrative (11,478) (45,090) — — (56,568) Equity in earnings from consolidated subsidiaries 28,212 — — (28,212) — Acquisition expense (413) — — — (413) Other income (expense) 14 1,004 — — 1,018 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 Cash Flows For the Six Months Ended June 30, 2017 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Net cash provided by/(used in) operating activities $ (856) $ (27,369) $ (11,661) $ — $ (39,886) Net cash used in investing activities $ (45,267) $ (4,690) $ (325) $ 44,447 $ (5,835) Financing activities Borrowings under revolving credit facilities $ 75,000 $ — $ — $ — $ 75,000 Payments on revolving credit facilities (270,000) — — — (270,000) Proceeds from issuance of senior notes 523,000 — — — 523,000 Principal payments on notes payable — (2,541) — — (2,541) Debt issuance costs (3,593) — — — (3,593) Repurchases of common stock upon vesting of restricted stock awards (3,693) — — — (3,693) Payments from (and advances to) parent/subsidiary — 43,045 1,402 (44,447) — Net proceeds from mortgage repurchase facility — — 10,551 — 10,551 Net proceeds from issuances of common stock 24,333 — — — 24,333 Net cash provided by financing activities $ 345,047 $ 40,504 $ 11,953 $ (44,447) $ 353,057 Net decrease in cash and cash equivalents $ 298,924 $ 8,445 $ (33) $ — $ 307,336 Cash and cash equivalents Beginning of period $ 14,637 $ 8,646 $ 6,167 $ — $ 29,450 End of period $ 313,561 $ 17,091 $ 6,134 $ — $ 336,786 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 from 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 |