Supplemental Guarantor Information | 23. Supplemental Guarantor Information The Existing 6.875% Notes and the Existing 5.875% 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 Existing 5.875% 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 applicable Indenture), which sale, transfer, exchange or other disposition does not constitute an “Asset Sale” (as defined in the applicable Indenture) 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 applicable 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 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 applicable Indenture), 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 December exchange offer for the December 2017 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, 2017 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Assets Cash and cash equivalents $ 56,234 $ 23,399 $ 9,199 $ — $ 88,832 Cash held in escrow — 37,088 635 — 37,723 Accounts receivable 3,124 9,944 (69) — 12,999 Investment in consolidated subsidiaries 1,434,619 — — (1,434,619) — Inventories — 1,390,354 — — 1,390,354 Mortgage loans held for sale — — 52,327 — 52,327 Prepaid expenses and other assets 3,028 57,273 511 — 60,812 Deferred tax assets, net 5,555 — — — 5,555 Property and equipment, net 11,694 15,683 534 — 27,911 Investment in unconsolidated subsidiaries 28,208 — — 28,208 Amortizable intangible assets, net — 2,938 — — 2,938 Goodwill — 27,363 — — 27,363 Total assets $ 1,542,462 $ 1,564,042 $ 63,137 $ (1,434,619) $ 1,735,022 Liabilities and stockholders’ equity Liabilities: Accounts payable $ 1,452 $ 23,057 $ 322 $ — $ 24,831 Accrued expenses and other liabilities 31,814 117,070 1,472 — 150,356 Notes payable 773,963 2,320 — — 776,283 Revolving line of credit — — — — — Mortgage repurchase facilities — — 48,319 — 48,319 Total liabilities 807,229 142,447 50,113 — 999,789 Stockholders’ equity: 735,233 1,421,595 13,024 (1,434,619) 735,233 Total liabilities and stockholders’ equity $ 1,542,462 $ 1,564,042 $ 63,137 $ (1,434,619) $ 1,735,022 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 2,676 — — 5,656 Investment in subsidiaries 895,990 — — (895,990) — Inventories — 857,885 — — 857,885 Prepaid expenses and other assets 3,303 31,244 167 — 34,714 Property and equipment, net 1,166 14,747 22 — 15,935 Investment in unconsolidated subsidiaries 18,275 — — — 18,275 Amortizable intangible assets, net — 4,204 — — 4,204 Goodwill — 21,365 — — 21,365 Total assets $ 936,351 $ 960,811 $ 6,356 $ (895,990) $ 1,007,528 Liabilities and stockholders’ equity Liabilities: Accounts payable $ 257 $ 15,593 $ (124) $ — $ 15,726 Accrued expenses and other liabilities 12,587 49,679 30 — 62,296 Deferred tax liabilities, net 1,782 — — — 1,782 Senior 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: 473,636 889,540 6,450 (895,990) 473,636 Total liabilities and stockholders’ equity $ 936,351 $ 960,811 $ 6,356 $ (895,990) $ 1,007,528 Supplemental Condensed Consolidated Statement of Operations For the Year Ended December 31, 2017 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Revenues Homebuilding revenues Home sales revenues $ — $ 1,405,443 $ — $ — $ 1,405,443 Land sales and other revenues — 8,503 — — 8,503 — 1,413,946 — — 1,413,946 Financial services revenue — — 9,853 — 9,853 Total revenues — 1,413,946 9,853 — 1,423,799 Homebuilding cost of revenues Cost of homes sales revenues — (1,153,359) — — (1,153,359) Cost of land sales and other revenues — (6,516) — — (6,516) — (1,159,875) — — (1,159,875) Financial services costs — — (8,664) — (8,664) Selling, general and administrative (48,386) (127,918) — — (176,304) Acquisition expense (9,905) — — — (9,905) Equity in earnings from consolidated subsidiaries 83,979 — — (83,979) — Equity in income of unconsolidated subsidiaries 12,176 — — — 12,176 Other income (expense) 1,080 1,820 37 — 2,937 Income before income tax expense 38,944 127,973 1,226 (83,979) 84,164 Income tax expense 11,351 (44,791) (429) — (33,869) Net income $ 50,295 $ 83,182 $ 797 $ (83,979) $ 50,295 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 Revenues Homebuilding revenues Home sales revenues $ — $ 978,733 $ — $ — $ 978,733 Land sales and other revenues — 15,707 — — 15,707 — 994,440 — — 994,440 Financial services revenue — — — — — Total revenues — 994,440 — — 994,440 Homebuilding cost of revenues Cost of homes sales revenues — (786,127) — — (786,127) Cost of land sales and other revenues — (14,217) — — (14,217) — (800,344) — — (800,344) Financial services costs — — — — — Selling, general and administrative (25,674) (96,235) (315) — (122,224) Acquisition expense (490) — — — (490) Equity in earnings from consolidated subsidiaries 64,297 — — (64,297) — Equity in income of unconsolidated subsidiaries 191 — — — 191 Other income (expense) 34 1,542 — — 1,576 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 Revenues Homebuilding revenues Home sales revenues $ — $ 725,437 $ — $ — $ 725,437 Land sales and other revenues — 9,052 — — 9,052 — 734,489 — — 734,489 Financial services revenue — — — — — Total revenues — 734,489 — — 734,489 Homebuilding cost of revenues Cost of homes sales revenues — (579,203) — — (579,203) Cost of land sales and other revenues — (8,432) — — (8,432) — (587,635) — — (587,635) Financial services costs — — — — — Selling, general and administrative (18,013) (69,827) — — (87,840) Acquisition expense (491) — — — (491) Equity in earnings from consolidated subsidiaries 51,197 — — (51,197) — Other income (expense) 44 1,738 — — 1,782 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 Cash Flows For the Year Ended December 31, 2017 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Net cash provided by/(used in) operating activities $ (27,787) $ (36,309) $ (50,552) $ — $ (114,648) Net cash used in investing activities $ (456,299) $ (118,583) $ (513) $ 440,949 $ (134,446) Financing activities Borrowings under revolving credit facilities $ 175,000 $ — $ — $ — $ 175,000 Payments on revolving credit facilities (370,000) — — — (370,000) Proceeds from issuance of senior notes 527,500 — — — 527,500 Proceeds from insurance premium notes and other — 2,320 — — 2,320 Repayment of debt assumed in business combination — (151,919) — — (151,919) Principal payments on notes payable — (6,998) — — (6,998) Debt issuance costs (8,579) — — — (8,579) Repurchases of common stock upon vesting of restricted stock awards (5,231) — — — (5,231) Payments from (and advances to) parent/subsidiary 108,930 326,242 5,777 (440,949) — Net proceeds from mortgage repurchase facilities — — 48,320 — 48,320 Net proceeds from issuances of common stock 98,063 — — — 98,063 Net cash provided by financing activities $ 525,683 $ 169,645 $ 54,097 $ (440,949) $ 308,476 Net decrease in cash and cash equivalents $ 41,597 $ 14,753 $ 3,032 $ — $ 59,382 Cash and cash equivalents Beginning of period $ 14,637 $ 8,646 $ 6,167 $ — $ 29,450 End of period $ 56,234 $ 23,399 $ 9,199 $ — $ 88,832 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 issuance of senior notes — — — — — Proceeds from insurance premium notes and other — 11,612 — — 11,612 Repurchases of common stock under our stock repurchase program (2,393) — — — (2,393) Principal payments on notes payable — (9,217) — — (9,217) Debt issuance costs (1,156) — — — (1,156) 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 mortgage repurchase facilities — — — — — 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 |