Supplemental Guarantor Information | 18. 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 March 31, 2018 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Assets Cash and cash equivalents $ 8,965 $ 8,039 $ 12,982 $ — $ 29,986 Cash held in escrow — 21,092 443 — 21,535 Accounts receivable — 11,999 7 — 12,006 Investment in consolidated subsidiaries 1,502,732 — — (1,502,732) — Inventories — 1,480,208 — — 1,480,208 Mortgage loans held for sale — — 40,179 — 40,179 Prepaid expenses and other assets 3,371 56,323 1,868 — 61,562 Deferred tax assets, net 8,363 — — — 8,363 Property and equipment, net 11,561 17,697 558 — 29,816 Investment in unconsolidated subsidiaries 27,916 — — 27,916 Amortizable intangible assets, net — 2,458 — — 2,458 Goodwill — 26,456 — — 26,456 Total assets $ 1,562,908 $ 1,624,272 $ 56,037 $ (1,502,732) $ 1,740,485 Liabilities and stockholders’ equity Liabilities: Accounts payable $ 606 $ 22,269 $ 319 $ — $ 23,194 Accrued expenses and other liabilities 30,462 114,527 1,129 — 146,118 Deferred tax liability — — — — — Notes payable 774,422 2,320 — — 776,742 Revolving line of credit — — — — — Mortgage repurchase facilities — — 37,013 — 37,013 Total liabilities 805,490 139,116 38,461 — 983,067 Stockholders’ equity: 757,418 1,485,156 17,576 (1,502,732) 757,418 Total liabilities and stockholders’ equity $ 1,562,908 $ 1,624,272 $ 56,037 $ (1,502,732) $ 1,740,485 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 Deferred tax liability — — — — — 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 Statement of Operations For the Three Months Ended March 31, 2018 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Revenues Homebuilding revenues Home sales revenues $ — $ 394,831 $ — $ — $ 394,831 Land sales and other revenues — 1,459 — — 1,459 — 396,290 — — 396,290 Financial services revenue — — 5,556 — 5,556 Total revenues — 396,290 5,556 — 401,846 Homebuilding cost of revenues Cost of homes sales revenues — (319,583) — — (319,583) Cost of land sales and other revenues — (877) — — (877) — (320,460) — — (320,460) Financial services costs — — (4,395) — (4,395) Selling, general and administrative (15,462) (41,060) — — (56,522) Acquisition expense (173) — — — (173) Equity in earnings from consolidated subsidiaries 26,497 — — (26,497) — Equity in income of unconsolidated subsidiaries 3,168 — — — 3,168 Other income (expense) (233) (124) — — (357) Income before income tax expense 13,797 34,646 1,161 (26,497) 23,107 Income tax expense 6,222 (9,008) (302) — (3,088) Net income $ 20,019 $ 25,638 $ 859 $ (26,497) $ 20,019 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) Acquisition expense (523) — — — (523) Equity in earnings from consolidated subsidiaries 13,541 — — (13,541) — Equity in income from unconsolidated subsidiaries 1,255 — — — 1,255 Other income (expense) 49 351 37 — 437 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 Cash Flows For the Three Months Ended March 31, 2018 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Net cash provided by/(used in) operating activities $ (13,651) $ (43,713) $ 12,793 $ — $ (44,571) Net cash used in investing activities $ (33,265) $ (1,782) $ (25) $ 32,997 $ (2,075) Financing activities Borrowings under revolving credit facilities $ 60,000 $ — $ — $ — $ 60,000 Payments on revolving credit facilities (60,000) — — — (60,000) Repurchases of common stock upon vesting of restricted stock awards (4,790) — — — (4,790) Payments from (and advances to) parent/subsidiary (584) 29,888 3,693 (32,997) — Net proceeds from mortgage repurchase facilities — — (11,307) — (11,307) Net proceeds from issuances of common stock 5,021 — — — 5,021 Net cash provided by financing activities $ (353) $ 29,888 $ (7,614) $ (32,997) $ (11,076) Net decrease $ (47,269) $ (15,607) $ 5,154 $ — $ (57,722) Cash and cash equivalents and Restricted cash Beginning of period $ 56,234 $ 28,044 $ 9,435 $ — $ 93,713 End of period $ 8,965 $ 12,437 $ 14,589 $ — $ 35,991 Cash and cash equivalents $ 8,965 $ 8,039 $ 12,982 $ — $ 29,986 Restricted Cash — 4,398 1,607 — 6,005 Cash and cash equivalents and Restricted cash $ 8,965 $ 12,437 $ 14,589 $ — $ 35,991 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) $ (7,242) $ (733) $ — $ (10,116) 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 issuance of insurance premium notes and other 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 $ (1,665) $ (3,710) $ (264) $ — $ (5,639) Cash and cash equivalents and Restricted cash Beginning of period $ 14,637 $ 10,150 $ 6,167 $ — $ 30,954 End of period $ 12,972 $ 6,440 $ 5,903 $ — $ 25,315 Cash and cash equivalents $ 12,972 $ 4,590 $ 5,903 $ — $ 23,465 Restricted Cash — 1,850 — — 1,850 Cash and cash equivalents and Restricted cash $ 12,972 $ 6,440 $ 5,903 $ — $ 25,315 |