15. 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 “Additional 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 “Additional Exchange Notes”), for all of the Additional Senior Notes. The terms of the Additional Exchange Notes are identical in all material respects to the Additional Senior Notes, except that the Additional Exchange Notes are registered under the Securities Act and the transfer restrictions, registration rights, and additional interest provisions applicable to the Additional Senior Notes do not apply to the Additional Exchange Notes.

The Additional Senior Notes and the Additional Exchange Notes are additional notes issued under the indenture pursuant to which the Initial Senior Notes and Initial Exchange Notes were issued. The Initial Exchange Notes and the Additional Exchange Notes bear the same CUSIP number, are fungible with each other, and are treated as a single series of notes under the indenture. We refer to the Initial Exchange Notes and the Additional Exchange Notes, collectively, as the “Senior Notes.”

The 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”).

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 February 2015 exchange offer for the Initial Exchange Notes and the October 2015 exchange offer for the Additional 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 June 30, 2016 (in thousands)
			Guarantor		Non Guarantor		Elimination		Consolidated
	CCS		Subsidiaries		Subsidiaries		Entries		CCS
Assets
Cash and cash equivalents	$	10,553	$	131	$	—	$	—	$	10,684
Accounts receivable		5,625		23,665		—		—		29,290
Investment in subsidiaries		829,870		—		—		(829,870)		—
Inventories		—		869,741		—		—		869,741
Prepaid expenses and other assets		3,272		21,813		—		—		25,085
Property and equipment, net		940		10,062		—		—		11,002
Deferred tax asset, net		279		—		—		—		279
Amortizable intangible assets, net		—		3,666		—		—		3,666
Goodwill		—		21,365		—		—		21,365
Total assets	$	850,539	$	950,443	$	—	$	(829,870)	$	971,112
Liabilities and stockholders’ equity
Liabilities:
Accounts payable	$	271	$	11,779	$	—	$	—	$	12,050
Accrued expenses and other liabilities		7,057		108,384		—		—		115,441
Notes payable and revolving line of credit		412,441		410		—		—		412,851
Total liabilities		419,769		120,573		—		—		540,342
Stockholders’ equity:		430,770		829,870		—		(829,870)		430,770
Total liabilities and stockholders’ equity	$	850,539	$	950,443	$	—	$	(829,870)	$	971,112


	Supplemental Condensed Consolidated Balance Sheet
	As of December 31, 2015 (in thousands)
			Guarantor		Non Guarantor		Elimination		Consolidated
	CCS		Subsidiaries		Subsidiaries		Entries		CCS
Assets
Cash and cash equivalents	$	22,002	$	7,285	$	—	$	—	$	29,287
Accounts receivable		1,239		15,819		—		—		17,058
Investment in subsidiaries		777,898		—		—		(777,898)		—
Inventories		—		810,137		—		—		810,137
Prepaid expenses and other assets		3,727		23,008		—		—		26,735
Property and equipment, net		857		7,518		—		—		8,375
Amortizable intangible assets, net		—		4,784		—		—		4,784
Goodwill		—		21,365		—		—		21,365
Total assets	$	805,723	$	889,916	$	—	$	(777,898)	$	917,741
Liabilities and stockholders’ equity
Liabilities:
Accounts payable	$	—	$	10,967	$	—	$	—	$	10,967
Accrued expenses and other liabilities		9,154		97,623		—		—		106,777
Deferred tax liability, net		275		—		—		—		275
Notes payable and revolving line of credit		386,815		3,428		—		—		390,243
Total liabilities		396,244		112,018		—		—		508,262
Stockholders’ equity:		409,479		777,898		—		(777,898)		409,479
Total liabilities and stockholders’ equity	$	805,723	$	889,916	$	—	$	(777,898)	$	917,741



		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
Revenue
Home sales revenues		$	—	$	257,179	$	—	$	—	$	257,179
Land sales revenues			—		1,288		—		—		1,288
Golf course and other revenue			—		1,175		—		—		1,175
Total revenue			—		259,642		—		—		259,642
Costs and expenses
Cost of homes sales revenues			—		207,883		—		—		207,883
Cost of land sales revenues			—		587		—		—		587
Cost of golf course and other revenue			—		884		—		—		884
Selling, general and administrative			6,085		25,298		—		—		31,383
Total operating costs and expenses			6,085		234,652		—		—		240,737
Operating income (loss)			(6,085)		24,990		—		—		18,905
Other income (expense)
Equity in earnings from consolidated subsidiaries			16,522		—		—		(16,522)		—
Interest income			9		32		—		—		41
Interest expense			(1)		(1)		—		—		(2)
Acquisition expense			(244)		—		—		—		(244)
Other income			—		294		—		—		294
Loss on disposition of assets			—		103		—		—		103
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 Three Months Ended June 30, 2015 (in thousands)
			Guarantor		Non Guarantor		Elimination		Consolidated
	CCS		Subsidiaries		Subsidiaries		Entries		CCS

Revenue
Home sales revenues	$	—	$	186,808	$	—	$	—	$	186,808
Land sales revenue		—		370		—		—		370
Golf course and other revenue		—		1,876		—		—		1,876
Total revenue		—		189,054		—		—		189,054
Cost of home sale revenues
Cost of homes sales revenues		—		150,225		—		—		150,225
Cost of land sales revenues		—		365		—		—		365
Cost of golf course and other revenue		—		1,662		—		—		1,662
Selling, general and administrative		5,423		17,389		—		—		22,812
Total operating costs and expenses		5,423		169,641		—		—		175,064
Operating income		(5,423)		19,413		—		—		13,990
Other income (expense)
Equity in earnings from consolidated subsidiaries		12,905		—		—		(12,905)		—
Interest income		15		6		—		—		21
Interest expense		—		(3)		—		—		(3)
Acquisition expense		(15)		—		—		—		(15)
Other income		—		308		—		—		308
Gain on disposition of assets		—		130		—		—		130
Income before income tax expense		7,482		19,854		—		(12,905)		14,431
Income tax expense		(2,316)		6,949		—		—		4,633
Net income	$	9,798	$	12,905	$	—	$	(12,905)	$	9,798



		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
Revenue
Home sales revenues		$	—	$	438,260	$	—	$	—	$	438,260
Land sales revenues			—		3,258		—		—		3,258
Golf course and other revenue			—		2,220		—		—		2,220
Total revenue			—		443,738		—		—		443,738
Costs and expenses
Cost of homes sales revenues			—		352,236		—		—		352,236
Cost of land sales revenues			—		2,413		—		—		2,413
Cost of golf course and other revenue			—		1,600		—		—		1,600
Selling, general and administrative			11,478		45,090		—		—		56,568
Total operating costs and expenses			11,478		401,339		—		—		412,817
Operating income			(11,478)		42,399		—		—		30,921
Other income (expense)
Equity in earnings from consolidated subsidiaries			28,212		—		—		(28,212)		—
Interest income			15		66		—		—		81
Interest expense			(1)		(3)		—		—		(4)
Acquisition expense			(413)		—		—		—		(413)
Other income			—		618		—		—		618
Gain on disposition of assets			—		323		—		—		323
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 Operations
	For the Six Months Ended June 30, 2015 (in thousands)
			Guarantor		Non Guarantor		Elimination		Consolidated
	CCS		Subsidiaries		Subsidiaries		Entries		CCS

Revenue
Home sales revenues	$	—	$	341,143	$	—	$	—	$	341,143
Land sales revenues		—		370		—		—		370
Golf course and other revenue		—		3,979		—		—		3,979
Total revenue		—		345,492		—		—		345,492
Cost of home sale revenues
Cost of homes sales revenues		—		275,031		—		—		275,031
Cost of land sales revenues		—		365		—		—		365
Cost of golf course and other revenue		—		3,168		—		—		3,168
Selling, general and administrative		10,440		33,304		—		—		43,744
Total operating costs and expenses		10,440		311,868		—		—		322,308
Operating income		(10,440)		33,624		—		—		23,184
Other income (expense)
Equity in earnings from consolidated subsidiaries		22,347		—		—		(22,347)		—
Interest income		30		7		—		—		37
Interest expense		—		(6)		—		—		(6)
Acquisition expense		(15)		—		—		—		(15)
Other income		—		625		—		—		625
Gain on disposition of assets		—		130		—		—		130
Income before income tax expense		11,922		34,380		—		(22,347)		23,955
Income tax expense		(4,227)		12,033		—		—		7,806
Net income	$	16,149	$	22,347	$	—	$	(22,347)	$	16,149



	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 on 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



	Supplemental Condensed Consolidated Statement of Cash Flows
	For the Six Months Ended June 30, 2015 (in thousands)
			Guarantor		Non Guarantor		Elimination		Consolidated
	CCS		Subsidiaries		Subsidiaries		Entries		CCS

Net cash used in operating activities	$	(5,139)	$	(67,021)	$	—	$	—	$	(72,160)
Net cash used in investing activities	$	(83,969)	$	(796)	$	—	$	83,760	$	(1,005)
Financing activities
Borrowings under revolving credit facilities	$	75,000	$	—	$	—	$	—	$	75,000
Payments on revolving credit facilities		(55,000)		—		—		—		(55,000)
Proceeds from issuance of senior notes		58,956		—		—		—		58,956
Proceeds from issuance of insurance premium notes		—		448		—		—		448
Principal payments on notes payable		—		(4,570)		—		—		(4,570)
Debt issuance costs		(1,784)		—		—		—		(1,784)
Repurchases of common stock upon vesting of restricted stock awards		(717)		—		—		—		(717)
Payments from (and advances to) parent/subsidiary		—		83,760		—		(83,760)		—
Net cash provided by financing activities	$	76,455	$	79,638	$	—	$	(83,760)	$	72,333
Net increase (decrease) in cash and cash equivalents	$	(12,653)	$	11,821	$	—	$	—	$	(832)
Cash and cash equivalents
Beginning of period		22,710		10,752		—		—		33,462
End of period	$	10,057	$	22,573	$	—	$	—	$	32,630