Supplemental Guarantor Information | 17. Supplemental Guarantor Information Our 6.875% senior notes due 2022 and 5.875% senior notes due 2025 (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”). 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 . 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 , 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, 2018 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Assets Cash and cash equivalents $ — $ 8,343 $ 18,258 $ (7,119) $ 19,482 Cash held in escrow — 43,880 — — 43,880 Accounts receivable 9,169 11,680 41 — 20,890 Investment in consolidated subsidiaries 1,722,426 — — (1,722,426) — Inventories — 1,696,931 — — 1,696,931 Mortgage loans held for sale — — 57,353 — 57,353 Prepaid expenses and other assets 7,060 61,914 2,132 — 71,106 Deferred tax assets, net 9,704 — — — 9,704 Property and equipment, net 12,399 19,398 685 — 32,482 Amortizable intangible assets, net — 5,573 — — 5,573 Goodwill — 28,272 — — 28,272 Total assets $ 1,760,758 $ 1,875,991 $ 78,469 $ (1,729,545) $ 1,985,673 Liabilities and stockholders’ equity Liabilities: Accounts payable $ 24,610 $ 41,737 $ 380 $ (7,119) $ 59,608 Accrued expenses and other liabilities 27,487 132,474 2,124 — 162,085 Senior notes payable 774,955 2,320 — — 777,275 Revolving line of credit 130,000 — — — 130,000 Mortgage repurchase facilities — — 52,999 — 52,999 Total liabilities 957,052 176,531 55,503 (7,119) 1,181,967 Stockholders’ equity: 803,706 1,699,460 22,966 (1,722,426) 803,706 Total liabilities and stockholders’ equity $ 1,760,758 $ 1,875,991 $ 78,469 $ (1,729,545) $ 1,985,673 Supplemental Condensed Consolidated Balance Sheet As of December 31, 2017 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century 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 Senior 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 June 30, 2018 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Revenues Homebuilding revenues Home sales revenues $ — $ 522,164 $ — $ — $ 522,164 Land sales and other revenues — 1,714 — — 1,714 — 523,878 — — 523,878 Financial services revenue — — 8,014 — 8,014 Total revenues — 523,878 8,014 — 531,892 Homebuilding cost of revenues Cost of homes sales revenues — (427,197) — — (427,197) Cost of land sales and other revenues — (1,040) — — (1,040) — (428,237) — — (428,237) Financial services costs — — (5,385) — (5,385) Selling, general and administrative (18,154) (45,480) — — (63,634) Acquisition expense (165) — — — (165) Equity in earnings from consolidated subsidiaries 34,555 — — (34,555) — Equity in income of unconsolidated subsidiaries 11,681 — — — 11,681 Other income (expense) (22) 372 — — 350 Income before income tax expense 27,895 50,533 2,629 (34,555) 46,502 Income tax (expense) benefit 5,298 (17,687) (920) — (13,309) Net income $ 33,193 $ 32,846 $ 1,709 $ (34,555) $ 33,193 Supplemental Condensed Consolidated Statement of Operations For the Three Months Ended June 30, 2017 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Revenues Homebuilding revenues Home sales revenues $ — $ 287,588 $ — $ — $ 287,588 Land sales and other revenues — 2,493 — — 2,493 — 290,081 — — 290,081 Financial services revenue — — 1,502 241 1,743 Total revenues — 290,081 1,502 241 291,824 Homebuilding cost of revenues Cost of homes sales revenues — (233,888) — — (233,888) Cost of land sales and other revenues — (1,746) — — (1,746) — (235,634) — — (235,634) Financial services costs — — (1,445) — (1,445) Selling, general and administrative (7,587) (26,633) — — (34,220) Acquisition expense (916) — — — (916) Equity in earnings from consolidated subsidiaries 18,687 — — (18,687) — Equity in income from unconsolidated subsidiaries 2,676 — — — 2,676 Other income (expense) 316 508 — — 824 Income before income tax expense 13,176 28,322 57 (18,446) 23,109 Income tax (expense) benefit 1,655 (9,913) (20) — (8,278) Net income $ 14,831 $ 18,409 $ 37 $ (18,446) $ 14,831 Supplemental Condensed Consolidated Statement of Operations For the Six Months Ended June 30, 2018 (in thousands) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Revenues Homebuilding revenues Home sales revenues $ — $ 916,995 $ — $ — $ 916,995 Land sales and other revenues — 3,174 — — 3,174 — 920,169 — — 920,169 Financial services revenue — — 13,571 — 13,571 Total revenues — 920,169 13,571 — 933,740 Homebuilding cost of revenues Cost of homes sales revenues — (746,780) — — (746,780) Cost of land sales and other revenues — (1,917) — — (1,917) — (748,697) — — (748,697) Financial services costs — — (9,781) — (9,781) Selling, general and administrative (33,616) (86,540) — — (120,156) Acquisition expense (338) — — — (338) Equity in earnings from consolidated subsidiaries 65,837 — — (65,837) — Equity in income of unconsolidated subsidiaries 14,849 — — — 14,849 Other income (expense) (255) 247 — — (8) Income (loss) before income tax expense 46,477 85,179 3,790 (65,837) 69,609 Income tax (expense) benefit 6,735 (22,146) (986) — (16,397) Net income $ 53,212 $ 63,033 $ 2,804 $ (65,837) $ 53,212 Supplemental Condensed Consolidated Statement of Operations For the Six Months Ended June 30, 2017 (in thousands) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Revenues Homebuilding revenues Home sales revenues $ — $ 514,008 $ — $ — $ 514,008 Land sales and other revenues — 4,389 — — 4,389 — 518,397 — — 518,397 Financial services revenue — — 1,743 — 1,743 Total revenues — 518,397 1,743 — 520,140 Homebuilding cost of revenues Cost of homes sales revenues — (416,212) — — (416,212) Cost of land sales and other revenues — (2,890) — — (2,890) — (419,102) — — (419,102) Financial services costs — — (2,199) — (2,199) Selling, general and administrative (17,535) (49,897) — — (67,432) Acquisition expense (1,439) — — — (1,439) Equity in earnings from consolidated subsidiaries 32,400 — — (32,400) — Equity in income from unconsolidated subsidiaries 3,931 — — — 3,931 Other income (expense) 357 868 36 — 1,261 Income (loss) before income tax expense 17,714 50,266 (420) (32,400) 35,160 Income tax (expense) benefit 5,916 (17,593) 147 — (11,530) Net income $ 23,630 $ 32,673 $ (273) $ (32,400) $ 23,630 Supplemental Condensed Consolidated Statement of Cash Flows For the Six Months Ended June 30, 2018 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Net cash provided by/(used in) operating activities $ (28,930) $ (43,880) $ (963) $ (7,119) $ (80,892) Net cash used in investing activities $ (68,490) $ (163,120) $ (152) $ 196,514 $ (35,248) Financing activities Borrowings under revolving credit facilities $ 305,000 $ — $ — $ — $ 305,000 Payments on revolving credit facilities (175,000) — — — (175,000) Extinguishments of debt assumed in business combination (94,231) — — — (94,231) Debt issuance costs (3,521) — — — (3,521) Repurchases of common stock upon vesting of restricted stock awards (4,788) — — — (4,788) Payments from (and advances to) parent/subsidiary (583) 189,959 7,138 (196,514) — Net proceeds from mortgage repurchase facilities — — 4,679 — 4,679 Net proceeds from issuances of common stock 14,309 — — — 14,309 Net cash provided by financing activities $ 41,186 $ 189,959 $ 11,817 $ (196,514) $ 46,448 Net decrease $ (56,234) $ (17,041) $ 10,702 $ (7,119) $ (69,692) Cash and cash equivalents and Restricted cash Beginning of period $ 56,234 $ 28,044 $ 9,435 $ — $ 93,713 End of period $ — $ 11,003 $ 20,137 $ (7,119) $ 24,021 Cash and cash equivalents $ — $ 8,343 $ 18,258 $ (7,119) $ 19,482 Restricted Cash — 2,660 1,879 — 4,539 Cash and cash equivalents and Restricted cash $ — $ 11,003 $ 20,137 $ (7,119) $ 24,021 Supplemental Condensed Consolidated Statement of Cash Flows For the Six Months Ended June 30, 2017 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Net cash provided by/(used in) operating activities $ (856) $ (26,788) $ (11,661) $ — $ (39,305) Net cash used in investing activities $ (45,267) $ (4,690) $ (325) $ 44,447 $ (5,835) Financing activities Borrowings under revolving credit facilities $ 75,000 $ — $ — $ — $ 75,000 Payments on revolving credit facilities (270,000) — — — (270,000) Proceeds from issuance of senior notes 523,000 — — — 523,000 Principal payments on notes payable — (2,541) — — (2,541) Debt issuance costs (3,593) — — — (3,593) Repurchase of common stock upon vesting of restricted stock awards (3,693) — — — (3,693) Payments from (and advances to) parent/subsidiary — 43,045 1,402 (44,447) — Net proceeds from mortgage repurchase facility — — 10,551 — 10,551 Net proceeds from issuances of common stock 24,333 — — — 24,333 Net cash provided by financing activities $ 345,047 $ 40,504 $ 11,953 $ (44,447) $ 353,057 Net decrease $ 298,924 $ 9,026 $ (33) $ — $ 307,917 Cash and cash equivalents and Restricted cash Beginning of period $ 14,637 $ 10,150 $ 6,167 $ — $ 30,954 End of period $ 313,561 $ 19,176 $ 6,134 $ — $ 338,871 Cash and cash equivalents $ 313,561 $ 17,091 $ 6,134 $ — $ 336,786 Restricted Cash — 2,085 — — 2,085 Cash and cash equivalents and Restricted cash $ 313,561 $ 19,176 $ 6,134 $ — $ 338,871 |