15. Supplemental Guarantor Information

In May 2014, we completed a private offering of $200.0 million in aggregate principal amount of 6.875% senior notes due 2022 (which we refer to as “Senior Notes”). The Senior Notes are unsecured senior obligations of the Company, which are fully and unconditionally guaranteed on an unsecured basis, jointly and severally, by substantially all of our operating subsidiaries (which we refer to as “Guarantors”), which are wholly owned subsidiaries of the Company.

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 May 2014 private offering of the Senior Notes, the Guarantors’ condensed financial information is presented as if the guarantees existed during the period presented. If any Guarantors are released from the guarantees in future periods, the changes are reflected prospectively.

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 “Exchange Notes”), for all of the initial Senior Notes. The terms of the Exchange Notes are identical in all material respects to the initial Senior Notes, except that the 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 Exchange Notes.

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, 2015 (in thousands)
			Guarantor		Non Guarantor		Elimination		Consolidated
	CCS		Subsidiaries		Subsidiaries		Entries		CCS
Assets
Cash and cash equivalents	$	14,378	$	12,269	$	—	$	—	$	26,647
Accounts receivable		855		17,950		—		—		18,805
Investment in subsidiaries		609,424		—		—		(609,424)		—
Inventories		—		599,747		—		—		599,747
Prepaid expenses and other assets		7,176		21,027		—		—		28,203
Property and equipment, net		772		12,647		—		—		13,419
Deferred tax asset, net		1,812		—		—		—		1,812
Amortizable intangible assets, net		—		7,543		—		—		7,543
Goodwill		—		21,994		—		—		21,994
Total assets	$	634,417	$	693,177	$	—	$	(609,424)	$	718,170
Liabilities and stockholders’ equity
Liabilities:
Accounts payable	$	—	$	9,483	$	—	$	—	$	9,483
Accrued expenses and other liabilities		8,152		65,601		—		—		73,753
Note payable and revolving line of credit		253,652		8,669		—		—		262,321
Total liabilities		261,804		83,753		—		—		345,557
Stockholders’ equity:		372,613		609,424		—		(609,424)		372,613
Total liabilities and stockholders’ equity	$	634,417	$	693,177	$	—	$	(609,424)	$	718,170



	Supplemental Condensed Consolidated Balance Sheet
	As of December 31, 2014 (in thousands)
			Guarantor		Non Guarantor		Elimination		Consolidated
	CCS		Subsidiaries		Subsidiaries		Entries		CCS
Assets
Cash and cash equivalents	$	22,710	$	10,752	$	—	$	—	$	33,462
Accounts receivable		1,202		12,597		—		—		13,799
Investment in subsidiaries		558,177		—		—		(558,177)		—
Inventories		—		556,323		—		—		556,323
Prepaid expenses and other assets		7,286		21,510		—		—		28,796
Property and equipment, net		641		11,830		—		—		12,471
Deferred tax asset, net		1,359		—		—		—		1,359
Amortizable intangible assets, net		—		8,632		—		—		8,632
Goodwill		—		21,137		—		—		21,137
Total assets	$	591,375	$	642,781	$	—	$	(558,177)	$	675,979
Liabilities and stockholders’ equity
Liabilities:
Accounts payable	$	70	$	17,065	$	—	$	—	$	17,135
Accrued expenses and other liabilities		7,495		56,534		—		—		64,029
Note payable and revolving line of credit		218,605		11,005		—		—		229,610
Total liabilities		226,170		84,604		—		—		310,774
Stockholders’ equity:		365,205		558,177		—		(558,177)		365,205
Total liabilities and stockholders’ equity	$	591,375	$	642,781	$	—	$	(558,177)	$	675,979



		Supplemental Condensed Consolidated Statement of Operations
	For the Three Months Ended March 31, 2015 (in thousands)
				Guarantor		Non Guarantor		Elimination		Consolidated
		CCS		Subsidiaries		Subsidiaries		Entries		CCS
Revenue
Home sales revenues		$	—	$	154,335	$	—	$	—	$	154,335
Golf course and other revenue			—		2,103		—		—		2,103
Total revenue			—		156,438		—		—		156,438
Costs and expenses
Cost of homes sales revenues			—		124,806		—		—		124,806
Cost of golf course and other revenue			—		1,506		—		—		1,506
Selling, general and administrative			4,884		16,048		—		—		20,932
Total operating costs and expenses			4,884		142,360		—		—		147,244
Operating income			(4,884)		14,078		—		—		9,194
Other income (expense)
Equity in earnings from consolidated subsidiaries			9,356		—		—		(9,356)		—
Interest income			14		2		—		—		16
Interest expense			—		(3)		—		—		(3)
Acquisition expense			—		—		—		—		—
Other income			—		317		—		—		317
Income before tax expense			4,486		14,394		—		(9,356)		9,524
Income tax expense			(1,865)		5,038		—		—		3,173
Net income		$	6,351	$	9,356	$	—	$	(9,356)	$	6,351



	Supplemental Condensed Consolidated Statement of Operations
	For the Three Months Ended March 31, 2014 (in thousands)
			Guarantor		Non Guarantor		Elimination		Consolidated
	CCS		Subsidiaries		Subsidiaries		Entries		CCS

Revenue
Home sales revenues	$	—	$	49,671	$	—	$	—	$	49,671
Golf course and other revenue		—		—		—		—		—
Total revenue		—		49,671		—		—		49,671
Cost of home sale revenues
Cost of homes sales revenues		—		37,274		—		—		37,274
Cost of golf course and other revenue		—		—		—		—		—
Selling, general and administrative		2,044		4,959		—		—		7,003
Total operating costs and expenses		2,044		42,233		—		—		44,277
Operating income		(2,044)		7,438		—		—		5,394
Other income (expense)
Equity in earnings from consolidated subsidiaries		4,963		—		—		(4,963)		—
Interest income		—		69		—		—		69
Interest expense		—		—		—		—		—
Acquisition expense		(395)		—		—		—		(395)
Other income		—		128		—		—		128
Income before tax expense		2,524		7,635		—		(4,963)		5,196
Income tax expense		(844)		2,672		—		—		1,828
Net income	$	3,368	$	4,963	$	—	$	(4,963)	$	3,368



	Supplemental Condensed Consolidated Statement of Cash Flows
	For the Three Months Ended March 31, 2015 (in thousands)
			Guarantor		Non Guarantor		Elimination		Consolidated
	CCS		Subsidiaries		Subsidiaries		Entries		CCS
Net cash used in operating activities	$	(1,270)	$	(36,503)	$	—	$		$	(37,773)
Net cash used in investing activities	$	(41,677)	$	(1,069)	$	—	$	41,531	$	(1,215)
Financing activities
Borrowings under revolving credit facilities	$	35,000	$		$	—	$		$	35,000
Principal payments				(2,442)		—				(2,442)
Debt issuance costs		(385)				—				(385)
Payments from (and advances to) parent/subsidiary				41,531		—		(41,531)		—
Net cash provided by financing activities	$	34,615	$	39,089	$	—	$	(41,531)	$	32,173
Net increase (decrease) in cash and cash equivalents	$	(8,332)	$	1,517	$	—	$	—	$	(6,815)
Cash and cash equivalents
Beginning of period	$	22,710	$	10,752	$	—	$		$	33,462
End of period	$	14,378	$	12,269	$	—	$	—	$	26,647



	Supplemental Condensed Consolidated Statement of Cash Flows
	For the Three Months Ended March 31, 2014 (in thousands)
			Guarantor		Non Guarantor		Elimination		Consolidated
	CCS		Subsidiaries		Subsidiaries		Entries		CCS

Net cash used in operating activities	$	1,432	$	(20,220)	$	—	$	—	$	(18,788)
Net cash used in investing activities	$	(22,771)	$	(76)	$	—	$	17,771	$	(5,076)
Financing activities
Borrowings under revolving credit facilities	$	99,000	$	—	$	—	$	—	$	99,000
Principal payments		—		—		—		—		—
Debt issuance costs		—		—		—		—		—
Payments from (and advances to) parent/subsidiary		—		17,771		—		(17,771)		—
Net cash provided by financing activities		99,000		17,771		—		(17,771)		99,000
Net increase (decrease) in cash and cash equivalents	$	77,661	$	(2,525)	$	—	$	—	$	75,136
Cash and cash equivalents
Beginning of period		106,614		3,384		—		—		109,998
End of period	$	184,275	$	859	$	—	$	—	$	185,134