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 September 30, 2018 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Assets Cash and cash equivalents $ — $ 8,922 $ 23,585 $ (16,580) $ 15,927 Cash held in escrow — 31,906 — — 31,906 Accounts receivable 15,672 12,271 72 — 28,015 Investment in consolidated subsidiaries 1,860,196 — — (1,860,196) — Inventories — 1,834,897 — — 1,834,897 Mortgage loans held for sale — — 62,440 — 62,440 Prepaid expenses and other assets 6,835 91,457 1,953 — 100,245 Deferred tax assets, net 10,412 — — — 10,412 Property and equipment, net 13,153 18,982 692 — 32,827 Amortizable intangible assets, net — 5,205 — — 5,205 Goodwill — 30,620 — — 30,620 Total assets $ 1,906,268 $ 2,034,260 $ 88,742 $ (1,876,776) $ 2,152,494 Liabilities and stockholders’ equity Liabilities: Accounts payable $ 17,084 $ 39,704 $ 406 $ (16,580) $ 40,614 Accrued expenses and other liabilities 31,215 156,939 2,151 — 190,305 Notes payable 775,462 11,993 — — 787,455 Revolving line of credit 236,000 — — — 236,000 Mortgage repurchase facilities — — 57,327 — 57,327 Total liabilities 1,059,761 208,636 59,884 (16,580) 1,311,701 Stockholders’ equity: 846,507 1,825,624 28,858 (1,860,196) 840,793 Total liabilities and stockholders’ equity $ 1,906,268 $ 2,034,260 $ 88,742 $ (1,876,776) $ 2,152,494 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 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 September 30, 2018 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Revenues Homebuilding revenues Home sales revenues $ — $ 552,876 $ — $ — $ 552,876 Land sales and other revenues — 1,131 — — 1,131 — 554,007 — — 554,007 Financial services revenue — — 7,722 — 7,722 Total revenues — 554,007 7,722 — 561,729 Homebuilding cost of revenues Cost of homes sales revenues — (460,144) — — (460,144) Cost of land sales and other revenues — (1,093) — — (1,093) — (461,237) — — (461,237) Financial services costs — — (6,056) — (6,056) Selling, general and administrative (20,187) (50,788) — — (70,975) Acquisition expense (58) — — — (58) Equity in earnings from consolidated subsidiaries 32,282 — — (32,282) — Other income (expense) 61 (606) — — (545) Income before income tax expense 12,098 41,376 1,666 (32,282) 22,858 Income tax expense 4,950 (10,344) (416) — (5,810) Net income $ 17,048 $ 31,032 $ 1,250 $ (32,282) $ 17,048 Supplemental Condensed Consolidated Statement of Operations For the Three Months Ended September 30, 2017 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Revenues Homebuilding revenues Home sales revenues $ — $ 374,935 $ — $ — $ 374,935 Land sales and other revenues — 1,826 — — 1,826 — 376,761 — — 376,761 Financial services revenue — — 2,955 — 2,955 Total revenues — 376,761 2,955 — 379,716 Homebuilding cost of revenues Cost of homes sales revenues — (311,365) — — (311,365) Cost of land sales and other revenues — (2,104) — — (2,104) — (313,469) — — (313,469) Financial services costs — — (2,450) — (2,450) Selling, general and administrative (13,342) (32,823) — — (46,165) Acquisition expense (7,205) — — — (7,205) Equity in earnings of consolidated subsidiaries 20,470 — — (20,470) — Equity in income from unconsolidated subsidiaries 3,716 — — — 3,716 Other income (expense) 495 518 — — 1,013 Income before income tax expense 4,134 30,987 505 (20,470) 15,156 Income tax expense 5,336 (10,845) (177) — (5,686) Net income $ 9,470 $ 20,142 $ 328 $ (20,470) $ 9,470 Supplemental Condensed Consolidated Statement of Operations For the Nine Months Ended September 30, 2018 (in thousands) Guarantor Non Guarantor Elimination Consolidated CCS Subsidiaries Subsidiaries Entries CCS Revenues Homebuilding revenues Home sales revenues $ — $ 1,469,871 $ — $ — $ 1,469,871 Land sales and other revenues — 4,304 — — 4,304 — 1,474,175 — — 1,474,175 Financial services revenue — — 21,292 — 21,292 Total revenues — 1,474,175 21,292 — 1,495,467 Homebuilding cost of revenues Cost of homes sales revenues — (1,206,924) — — (1,206,924) Cost of land sales and other revenues — (3,010) — — (3,010) — (1,209,934) — — (1,209,934) Financial services costs — — (15,836) — (15,836) Selling, general and administrative (53,802) (137,328) — — (191,130) Acquisition expense (395) — — — (395) Equity in earnings from consolidated subsidiaries 97,688 — — (97,688) — Equity in income of unconsolidated subsidiaries 14,849 — — — 14,849 Other income (expense) (194) (359) — — (553) Income before income tax expense 58,146 126,554 5,456 (97,688) 92,468 Income tax expense 12,115 (32,904) (1,418) — (22,207) Net income $ 70,261 $ 93,650 $ 4,038 $ (97,688) $ 70,261 Supplemental Condensed Consolidated Statement of Operations For the Nine Months Ended September 30, 2017 (in thousands) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Revenues Homebuilding revenues Home sales revenues $ — $ 888,942 $ — $ — $ 888,942 Land sales and other revenues — 6,216 — — 6,216 — 895,158 — — 895,158 Financial services revenue — — 4,697 — 4,697 Total revenues — 895,158 4,697 — 899,855 Homebuilding cost of revenues Cost of homes sales revenues — (727,577) — — (727,577) Cost of land sales and other revenues — (4,994) — — (4,994) — (732,571) — — (732,571) Financial services costs — — (4,648) — (4,648) Selling, general and administrative (30,876) (82,721) — — (113,597) Acquisition expense (8,645) — — — (8,645) Equity in earnings from consolidated subsidiaries 52,869 — — (52,869) — Equity in income of unconsolidated subsidiaries 7,648 — — — 7,648 Other income (expense) 852 1,386 36 — 2,274 Income before income tax expense 21,848 81,252 85 (52,869) 50,316 Income tax expense 11,252 (28,438) (30) — (17,216) Net income $ 33,100 $ 52,814 $ 55 $ (52,869) $ 33,100 Supplemental Condensed Consolidated Statement of Cash Flows For the Nine Months Ended September 30, 2018 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Net cash provided by/(used in) operating activities $ (71,743) $ (123,418) $ (5,256) $ (16,580) $ (216,997) Net cash used in investing activities $ (153,607) $ (165,939) $ (159) $ 280,048 $ (39,657) Financing activities Borrowings under revolving credit facilities $ 520,000 $ — $ — $ — $ 520,000 Payments on revolving credit facilities (284,000) — — — (284,000) Proceeds from insurance notes payable — 11,838 — — 11,838 Extinguishments of debt assumed in business combination (94,231) — — — (94,231) Principal payments on notes payable (9) (2,164) — — (2,173) Debt issuance costs (3,521) — — — (3,521) Repurchases of common stock upon vesting of restricted stock awards (5,483) — — — (5,483) Payments from (and advances to) parent/subsidiary 5,130 263,120 11,798 (280,048) — Net proceeds from mortgage repurchase facilities — — 9,008 — 9,008 Net proceeds from issuances of common stock 31,230 — — — 31,230 Net cash provided by (used in) financing activities $ 169,116 $ 272,794 $ 20,806 $ (280,048) $ 182,668 Net increase (decrease) $ (56,234) $ (16,563) $ 15,391 $ (16,580) $ (73,986) Cash and cash equivalents and Restricted cash Beginning of period $ 56,234 $ 28,044 $ 9,435 $ — $ 93,713 End of period $ — $ 11,481 $ 24,826 $ (16,580) $ 19,727 Cash and cash equivalents $ — $ 8,922 $ 23,585 $ (16,580) $ 15,927 Restricted Cash — 2,559 1,241 — 3,800 Cash and cash equivalents and Restricted cash $ — $ 11,481 $ 24,826 $ (16,580) $ 19,727 Supplemental Condensed Consolidated Statement of Cash Flows For the Nine Months Ended September 30, 2017 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Net cash provided by/(used in) operating activities $ (8,164) $ (87,231) $ (30,014) $ — $ (125,409) Net cash used in investing activities $ (434,617) $ (63,905) $ (467) $ 432,867 $ (66,122) 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 Extinguishments of debt assumed in business combination — (151,919) — — (151,919) Principal payments on notes payable — (4,735) — — (4,735) Debt issuance costs (3,731) — — — (3,731) Repurchase of common stock upon vesting of restricted stock awards (4,141) — — — (4,141) Payments from (and advances to) parent/subsidiary 108,887 320,768 3,212 (432,867) — Net proceeds from mortgage repurchase facility — — 27,465 — 27,465 Net proceeds from issuances of common stock 35,010 — — — 35,010 Net cash provided by (used in) financing activities $ 464,025 $ 164,114 $ 30,677 $ (432,867) $ 225,949 Net increase (decrease) $ 21,244 $ 12,978 $ 196 $ — $ 34,418 Cash and cash equivalents and Restricted cash Beginning of period $ 14,637 $ 10,150 $ 6,167 $ — $ 30,954 End of period $ 35,881 $ 23,128 $ 6,363 $ — $ 65,372 Cash and cash equivalents $ 35,881 $ 16,278 $ 6,363 $ — $ 58,522 Restricted Cash — 6,850 — — 6,850 Cash and cash equivalents and Restricted cash $ 35,881 $ 23,128 $ 6,363 $ — $ 65,372 |