Supplemental Guarantor Information | 22. Supplemental Guarantor Information Our 5.875 % senior notes due 2025 and 6.750 % senior notes due 2027 (which we collectively refer to as our “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 collectively as “Guarantors”). In addition, our former 6.875 % senior notes due 2022 , which were extinguished during the second quarter of 2019, were our unsecured senior obligations and were fully and unconditionally guaranteed on an unsecured basis, jointly and severally, by the Guarantors. Each of the indentures governing our 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. The indenture governing our former 6.875 % senior notes due 2022 contained a similar provision. As the guarantees were made in connection with exchange offers effected in February 2015, October 2015 and April 2017 and the issuance of the 5.875 % senior notes due 2025 and of the 6.750 % senior notes due 2027 , 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, 2019 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Assets Cash and cash equivalents $ 1,577 — 53,859 — $ 55,436 Cash held in escrow — 35,308 — — 35,308 Accounts receivable 15,363 12,327 ( 252 ) — 27,438 Investment in consolidated subsidiaries 1,996,703 — — ( 1,996,703 ) — Inventories — 1,995,549 — — 1,995,549 Mortgage loans held for sale — — 185,246 — 185,246 Prepaid expenses and other assets 9,539 101,113 13,148 — 123,800 Deferred tax assets, net 10,589 — — — 10,589 Property and equipment, net 15,256 19,614 1,128 — 35,998 Amortizable intangible assets, net — 208 — — 208 Goodwill — 30,395 — — 30,395 Total assets $ 2,049,027 $ 2,194,514 $ 253,129 $ ( 1,996,703 ) $ 2,499,967 Liabilities and stockholders’ equity Liabilities: Accounts payable $ ( 13 ) 83,853 954 — $ 84,794 Accrued expenses and other liabilities 28,214 173,403 12,358 — 213,975 Notes payable 890,427 6,277 — — 896,704 Revolving line of credit 68,700 — — — 68,700 Mortgage repurchase facilities — — 174,095 — 174,095 Total liabilities 987,328 263,533 187,407 — 1,438,268 Stockholders’ equity: 1,061,699 1,930,981 65,722 ( 1,996,703 ) 1,061,699 Total liabilities and stockholders’ equity $ 2,049,027 $ 2,194,514 $ 253,129 $ ( 1,996,703 ) $ 2,499,967 Supplemental Condensed Consolidated Balance Sheet As of December 31, 2018 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Assets Cash and cash equivalents $ 2,183 $ 2,101 $ 28,618 $ — $ 32,902 Cash held in escrow — 24,344 — — 24,344 Accounts receivable 6,117 7,424 ( 77 ) — 13,464 Investment in consolidated subsidiaries 1,827,456 — — ( 1,827,456 ) — Inventories — 1,848,243 — — 1,848,243 Mortgage loans held for sale — — 112,394 — 112,394 Prepaid expenses and other assets 51,177 85,224 3,996 — 140,397 Deferred tax assets, net 13,763 — — — 13,763 Property and equipment, net 13,274 18,989 995 — 33,258 Amortizable intangible assets, net — 5,095 — — 5,095 Goodwill — 30,395 — — 30,395 Total assets $ 1,913,970 $ 2,021,815 $ 145,926 $ ( 1,827,456 ) $ 2,254,255 Liabilities and stockholders’ equity Liabilities: Accounts payable $ 623 $ 88,627 $ 657 $ — $ 89,907 Accrued expenses and other liabilities 75,506 131,548 6,103 — 213,157 Notes payable 775,982 8,795 — — 784,777 Revolving line of credit 202,500 — — — 202,500 Mortgage repurchase facilities — — 104,555 — 104,555 Total liabilities 1,054,611 228,970 111,315 — 1,394,896 Stockholders’ equity: 859,359 1,792,845 34,611 ( 1,827,456 ) 859,359 Total liabilities and stockholders’ equity $ 1,913,970 $ 2,021,815 $ 145,926 $ ( 1,827,456 ) $ 2,254,255 Supplemental Condensed Consolidated Statement of Operations For the Year Ended December 31, 2019 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries CCS Revenues Homebuilding revenues Home sales revenues $ — $ 2,481,465 $ — $ — $ 2,481,465 Land sales and other revenues — 11,184 — — 11,184 — 2,492,649 — — 2,492,649 Financial services revenue — — 43,262 — 43,262 Total revenues — 2,492,649 43,262 — 2,535,911 Homebuilding cost of revenues Cost of home sales revenues — ( 2,040,241 ) — — ( 2,040,241 ) Cost of land sales and other revenues — ( 8,130 ) — — ( 8,130 ) — ( 2,048,371 ) — — ( 2,048,371 ) Financial services costs — — ( 32,575 ) — ( 32,575 ) Selling, general and administrative ( 74,145 ) ( 227,380 ) — — ( 301,525 ) Loss on debt extinguishment ( 10,832 ) — — — ( 10,832 ) Inventory impairment and other — ( 4,783 ) — — ( 4,783 ) Acquisition expense — — — — — Equity in earnings from consolidated subsidiaries 167,503 — — ( 167,503 ) — Equity in income of unconsolidated subsidiaries — — — — — Other income (expense) ( 5,725 ) 372 163 — ( 5,190 ) Income before income tax expense 76,801 212,487 10,850 ( 167,503 ) 132,635 Income tax expense 36,193 ( 53,122 ) ( 2,712 ) — ( 19,641 ) Net income $ 112,994 $ 159,365 $ 8,138 $ ( 167,503 ) $ 112,994 Supplemental Condensed Consolidated Statement of Operations For the Year Ended December 31, 2018 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Revenues Homebuilding revenues Home sales revenues $ — $ 2,110,058 $ — $ — $ 2,110,058 Land sales and other revenues — 5,631 — — 5,631 — 2,115,689 — — 2,115,689 Financial services revenue — — 31,724 — 31,724 Total revenues — 2,115,689 31,724 — 2,147,413 Homebuilding cost of revenues Cost of home sales revenues — ( 1,741,619 ) — — ( 1,741,619 ) Cost of land sales and other revenues — ( 3,832 ) — — ( 3,832 ) — ( 1,745,451 ) — — ( 1,745,451 ) Financial services costs — — ( 22,958 ) — ( 22,958 ) Selling, general and administrative ( 70,578 ) ( 193,403 ) — — ( 263,981 ) Acquisition expense ( 437 ) — — — ( 437 ) Equity in earnings from consolidated subsidiaries 138,746 — — ( 138,746 ) — Equity in income from unconsolidated subsidiaries 14,849 — — — 14,849 Other income (expense) ( 299 ) ( 606 ) — — ( 905 ) Income before income tax expense 82,281 176,229 8,766 ( 138,746 ) 128,530 Income tax expense 14,174 ( 44,057 ) ( 2,192 ) — ( 32,075 ) Net income $ 96,455 $ 132,172 $ 6,574 $ ( 138,746 ) $ 96,455 Supplemental Condensed Consolidated Statement of Operations For the Year Ended December 31, 2017 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century 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 home 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 ( 49,072 ) ( 127,232 ) — — ( 176,304 ) Acquisition expense ( 9,905 ) — — — ( 9,905 ) Equity in earnings from consolidated subsidiaries 84,425 — — ( 84,425 ) — Equity in income from unconsolidated subsidiaries 12,176 — — — 12,176 Other income (expense) 1,080 1,820 37 — 2,937 Income before income tax expense 38,704 128,659 1,226 ( 84,425 ) 84,164 Income tax expense 11,591 ( 45,031 ) ( 429 ) — ( 33,869 ) Net income $ 50,295 $ 83,628 $ 797 $ ( 84,425 ) $ 50,295 Supplemental Condensed Consolidated Statement of Cash Flows For the Year Ended December 31, 2019 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Net cash provided by/(used in) operating activities $ ( 54,572 ) $ 51,793 $ ( 66,028 ) $ — $ ( 68,807 ) Net cash used in investing activities $ 11,818 $ ( 8,815 ) $ ( 133 ) $ ( 17,153 ) $ ( 14,283 ) Financing activities Borrowings under revolving credit facilities $ 1,548,500 $ — $ — $ — $ 1,548,500 Payments on revolving credit facilities ( 1,682,300 ) — — — ( 1,682,300 ) Proceeds from issuance of senior notes 500,000 500,000 Extinguishment of senior notes due 2022 ( 391,942 ) — — — ( 391,942 ) Principal payments on notes payable — ( 20,237 ) — — ( 20,237 ) Proceeds from insurance notes payable — 13,719 — — 13,719 Debt issuance costs ( 6,140 ) — — — ( 6,140 ) Net proceeds from mortgage repurchase facilities — — 69,540 — 69,540 Net proceeds from issuances of common stock 79,052 — — — 79,052 Repurchases of common stock upon vesting of stock-based compensation ( 3,583 ) — — — ( 3,583 ) Repurchases of common stock under our stock repurchase program ( 1,439 ) — — — ( 1,439 ) Payments from (and advances to) parent/subsidiary — ( 40,126 ) 22,973 17,153 — Net cash provided by (used in) financing activities $ 42,148 $ ( 46,644 ) $ 92,513 $ 17,153 $ 105,170 Net increase (decrease) $ ( 606 ) $ ( 3,666 ) $ 26,352 $ — $ 22,080 Cash and cash equivalents and restricted cash Beginning of period $ 2,183 $ 4,006 $ 30,252 $ — $ 36,441 End of period $ 1,577 $ 340 $ 56,604 $ — $ 58,521 Cash and cash equivalents $ 1,577 $ — $ 53,859 $ — $ 55,436 Restricted Cash — 340 2,745 — 3,085 Cash and cash equivalents and restricted cash $ 1,577 $ 340 $ 56,604 $ — $ 58,521 Supplemental Condensed Consolidated Statement of Cash Flows For the Year Ended December 31, 2018 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Net cash provided by/(used in) operating activities $ ( 74,074 ) $ ( 71,532 ) $ ( 49,972 ) $ — $ ( 195,578 ) Net cash used in investing activities $ ( 98,523 ) $ ( 170,862 ) $ ( 461 ) $ 226,310 $ ( 43,536 ) Financing activities Borrowings under revolving credit facilities $ 721,000 $ — $ — $ — $ 721,000 Payments on revolving credit facilities ( 518,500 ) — — — ( 518,500 ) Principal payments on notes payable ( 9 ) ( 5,362 ) — — ( 5,371 ) Proceeds from insurance notes payable — 11,839 — — 11,839 Extinguishment of debt assumed in business combination ( 94,231 ) — — — ( 94,231 ) Debt issuance costs ( 3,642 ) — — — ( 3,642 ) Net proceeds from mortgage repurchase facilities — — 56,236 — 56,236 Net proceeds from issuances of common stock 30,947 — — — 30,947 Repurchases of common stock upon vesting of stock-based compensation ( 5,484 ) — — — ( 5,484 ) Repurchases of common stock under our stock repurchase program ( 10,952 ) — — — ( 10,952 ) Payments from (and advances to) parent/subsidiary ( 583 ) 211,879 15,014 ( 226,310 ) — Net cash provided by (used in) financing activities $ 118,546 $ 218,356 $ 71,250 $ ( 226,310 ) $ 181,842 Net increase (decrease) $ ( 54,051 ) $ ( 24,038 ) $ 20,817 $ — $ ( 57,272 ) Cash and cash equivalents and restricted cash Beginning of period $ 56,234 $ 28,044 $ 9,435 $ — $ 93,713 End of period $ 2,183 $ 4,006 $ 30,252 $ — $ 36,441 Cash and cash equivalents $ 2,183 $ 2,101 $ 28,618 $ — $ 32,902 Restricted Cash — 1,905 1,634 — 3,539 Cash and cash equivalents and restricted cash $ 2,183 $ 4,006 $ 30,252 $ — $ 36,441 Supplemental Condensed Consolidated Statement of Cash Flows For the Year Ended December 31, 2017 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Net cash used in operating activities $ ( 27,787 ) $ ( 33,169 ) $ ( 50,316 ) $ — $ ( 111,272 ) 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 Extinguishments 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 increase (decrease) 41,597 $ 17,893 $ 3,268 $ — 62,758 Cash and cash equivalents and restricted cash Beginning of period $ 14,637 $ 10,151 $ 6,167 $ — $ 30,955 End of period 56,234 $ 28,044 $ 9,435 $ — 93,713 Cash and cash equivalents $ 56,234 $ 23,399 $ 9,199 $ — $ 88,832 Restricted Cash — 4,645 236 — 4,881 Cash and cash equivalents and Restricted cash $ 56,234 $ 28,044 $ 9,435 $ — $ 93,713 |