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 September 30, 2016 (in thousands)
			Guarantor		Non Guarantor		Elimination		Consolidated
	CCS		Subsidiaries		Subsidiaries		Entries		CCS
Assets
Cash and cash equivalents	$	11,679	$	5,675	$	—	$	—	$	17,354
Cash held in escrow		—		27,749						27,749
Accounts receivable		885		3,967		—		—		4,852
Investment in subsidiaries		867,424		—		—		(867,424)		—
Inventories		—		873,613		—		—		873,613
Prepaid expenses and other assets		16,912		21,509		—		—		38,421
Property and equipment, net		973		10,255		—		—		11,228
Deferred tax asset, net		3,533		—		—		—		3,533
Amortizable intangible assets, net		—		3,256		—		—		3,256
Goodwill		—		21,365		—		—		21,365
Total assets	$	901,406	$	967,389	$	—	$	(867,424)	$	1,001,371
Liabilities and stockholders’ equity
Liabilities:
Accounts payable	$	31	$	18,108	$	—	$	—	$	18,139
Accrued expenses and other liabilities		13,014		74,291		—		—		87,305
Notes payable and revolving line of credit		442,765		7,566		—		—		450,331
Total liabilities		455,810		99,965		—		—		555,775
Stockholders’ equity:		445,596		867,424		—		(867,424)		445,596
Total liabilities and stockholders’ equity	$	901,406	$	967,389	$	—	$	(867,424)	$	1,001,371


	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
Cash held in escrow		—		11,817		—		—		11,817
Accounts receivable		1,239		4,002		—		—		5,241
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 September 30, 2016 (in thousands)
				Guarantor		Non Guarantor		Elimination		Consolidated
		CCS		Subsidiaries		Subsidiaries		Entries		CCS
Revenue
Home sales revenues		$	—	$	248,075	$	—	$	—	$	248,075
Land sales revenues			—		4,651		—		—		4,651
Golf course and other revenue			—		687		—		—		687
Total revenue			—		253,413		—		—		253,413
Costs and expenses
Cost of homes sales revenues			—		197,650		—		—		197,650
Cost of land sales revenues			—		4,255		—		—		4,255
Cost of golf course and other revenue			—		1,165		—		—		1,165
Selling, general and administrative			6,846		24,098		—		—		30,944
Total operating costs and expenses			6,846		227,168		—		—		234,014
Operating income (loss)			(6,846)		26,245		—		—		19,399
Other income (expense)
Equity in earnings from consolidated subsidiaries			17,303		—		—		(17,303)		—
Interest income			10		51		—		—		61
Interest expense			—		—		—		—		—
Acquisition expense			(53)		—		—		—		(53)
Other income			—		179		—		—		179
Gain on disposition of assets			—		145		—		—		145
Income before income tax expense			10,414		26,620		—		(17,303)		19,731
Income tax expense			(2,928)		9,317		—		—		6,389
Net income		$	13,342	$	17,303	$	—	$	(17,303)	$	13,342



	Supplemental Condensed Consolidated Statement of Operations
	For the Three Months Ended September 30, 2015 (in thousands)
			Guarantor		Non Guarantor		Elimination		Consolidated
	CCS		Subsidiaries		Subsidiaries		Entries		CCS

Revenue
Home sales revenues	$	—	$	179,775	$	—	$	—	$	179,775
Land sales revenue		—		2,257		—		—		2,257
Golf course and other revenue		—		700		—		—		700
Total revenue		—		182,732		—		—		182,732
Cost of home sale revenues
Cost of homes sales revenues		—		141,452		—		—		141,452
Cost of land sales revenues		—		2,250		—		—		2,250
Cost of golf course and other revenue		—		1,046		—		—		1,046
Selling, general and administrative		4,827		17,348		—		—		22,175
Total operating costs and expenses		4,827		162,096		—		—		166,923
Operating income		(4,827)		20,636		—		—		15,809
Other income (expense)
Equity in earnings from consolidated subsidiaries		13,707		—		—		(13,707)		—
Interest income		7		44		—		—		51
Interest expense		—		(2)		—		—		(2)
Acquisition expense		(323)		—		—		—		(323)
Other income		—		434		—		—		434
Loss on disposition of assets		—		(24)		—		—		(24)
Income before income tax expense		8,564		21,088		—		(13,707)		15,945
Income tax expense		(2,019)		7,381		—		—		5,362
Net income	$	10,583	$	13,707	$	—	$	(13,707)	$	10,583



		Supplemental Condensed Consolidated Statement of Operations
	For the Nine Months Ended September 30, 2016 (in thousands)
				Guarantor		Non Guarantor		Elimination		Consolidated
		CCS		Subsidiaries		Subsidiaries		Entries		CCS
Revenue
Home sales revenues		$	—	$	686,335	$	—	$	—	$	686,335
Land sales revenues			—		7,909		—		—		7,909
Golf course and other revenue			—		2,907		—		—		2,907
Total revenue			—		697,151		—		—		697,151
Costs and expenses
Cost of homes sales revenues			—		549,886		—		—		549,886
Cost of land sales revenues			—		6,668		—		—		6,668
Cost of golf course and other revenue			—		2,765		—		—		2,765
Selling, general and administrative			18,323		69,189		—		—		87,512
Total operating costs and expenses			18,323		628,508		—		—		646,831
Operating income			(18,323)		68,643		—		—		50,320
Other income (expense)
Equity in earnings from consolidated subsidiaries			45,514		—		—		(45,514)		—
Interest income			24		118		—		—		142
Interest expense			—		(4)		—		—		(4)
Acquisition expense			(466)		—		—		—		(466)
Other income			—		797		—		—		797
Gain on disposition of assets			—		468		—		—		468
Income before income tax expense			26,749		70,022		—		(45,514)		51,257
Income tax expense			(7,718)		24,508		—		—		16,790
Net income		$	34,467	$	45,514	$	—	$	(45,514)	$	34,467



	Supplemental Condensed Consolidated Statement of Operations
	For the Nine Months Ended September 30, 2015 (in thousands)
			Guarantor		Non Guarantor		Elimination		Consolidated
	CCS		Subsidiaries		Subsidiaries		Entries		CCS

Revenue
Home sales revenues	$	—	$	520,918	$	—	$	—	$	520,918
Land sales revenues		—		2,627		—		—		2,627
Golf course and other revenue		—		4,679		—		—		4,679
Total revenue		—		528,224		—		—		528,224
Cost of home sale revenues
Cost of homes sales revenues		—		416,483		—		—		416,483
Cost of land sales revenues		—		2,615		—		—		2,615
Cost of golf course and other revenue		—		4,214		—		—		4,214
Selling, general and administrative		15,267		50,652		—		—		65,919
Total operating costs and expenses		15,267		473,964		—		—		489,231
Operating income		(15,267)		54,260		—		—		38,993
Other income (expense)
Equity in earnings from consolidated subsidiaries		36,054		—		—		(36,054)		—
Interest income		37		51		—		—		88
Interest expense		—		(8)		—		—		(8)
Acquisition expense		(338)		—		—		—		(338)
Other income		—		1,059		—		—		1,059
Gain on disposition of assets		—		106		—		—		106
Income before income tax expense		20,486		55,468		—		(36,054)		39,900
Income tax expense		(6,246)		19,414		—		—		13,168
Net income	$	26,732	$	36,054	$	—	$	(36,054)	$	26,732



	Supplemental Condensed Consolidated Statement of Cash Flows
	For the Nine Months Ended September 30, 2016 (in thousands)
			Guarantor		Non Guarantor		Elimination		Consolidated
	CCS		Subsidiaries		Subsidiaries		Entries		CCS
Net cash provided by/(used in) operating activities	$	(17,969)	$	(43,431)	$	—	$	—	$	(61,400)
Net cash used in investing activities	$	(42,791)	$	(4,685)	$	—	$	42,476	$	(5,000)
Financing activities
Borrowings under revolving credit facilities	$	145,000	$	—	$	—	$	—	$	145,000
Payments on revolving credit facilities		(90,000)		—		—		—		(90,000)
Proceeds from insurance notes payable		—		11,612		—		—		11,612
Principal payments on notes payable		—		(7,582)		—		—		(7,582)
Debt issuance costs		(1,156)		—		—		—		(1,156)
Repurchases of common stock under our stock repurchase program		(2,393)		—		—		—		(2,393)
Repurchases of common stock upon vesting of restricted stock awards		(1,014)		—		—		—		(1,014)
Payments from (and advances to) parent/subsidiary		—		42,476		—		(42,476)		—
Net cash provided by financing activities	$	50,437	$	46,506	$	—	$	(42,476)	$	54,467
Net decrease in cash and cash equivalents	$	(10,323)	$	(1,610)	$	—	$	—	$	(11,933)
Cash and cash equivalents
Beginning of period	$	22,002	$	7,285	$	—	$		$	29,287
End of period	$	11,679	$	5,675	$	—	$	—	$	17,354



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

Net cash used in operating activities	$	(5,168)	$	(141,735)	$	—	$	—	$	(146,903)
Net cash used in investing activities	$	(148,667)	$	(2,398)	$	—	$	148,378	$	(2,687)
Financing activities
Borrowings under revolving credit facilities	$	135,000	$	—	$	—	$	—	$	135,000
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		—		(6,815)		—		—		(6,815)
Debt issuance costs		(2,817)		—		—		—		(2,817)
Repurchases of common stock upon vesting of restricted stock awards		(859)		—		—		—		(859)
Payments from (and advances to) parent/subsidiary		—		148,378		—		(148,378)		—
Net cash provided by financing activities	$	135,280	$	142,011	$	—	$	(148,378)	$	128,913
Net increase (decrease) in cash and cash equivalents	$	(18,555)	$	(2,122)	$	—	$	—	$	(20,677)
Cash and cash equivalents
Beginning of period		22,710		10,752		—		—		33,462
End of period	$	4,155	$	8,630	$	—	$	—	$	12,785