Supplemental Guarantor Information | 23. Supplemental Guarantor Information The Existing 6.875% Notes and the Existing 5.875% 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”). Each of the May 2014 Indenture governing the Existing 6.875% Notes, and the May 2017 Indenture governing the Existing 5.875% 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 applicable Indenture), which sale, transfer, exchange or other disposition does not constitute an “Asset Sale” (as defined in the applicable Indenture) 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 applicable 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 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 applicable Indenture), 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 the February 2015 exchange offer for the Initial Exchange Notes, the October 2015 exchange offer for the October 2015 Exchange Notes, the April 2017 exchange offer for the April 2017 Exchange Notes, and the December exchange offer for the December 2017 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 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 — — 114,074 114,074 Prepaid expenses and other assets 51,177 85,224 2,316 138,717 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 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 Deferred tax liability — — — — — 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 Year Ended December 31, 2018 (in thousands) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries CCS 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 homes 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 of 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 homes 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 Operations For the Year Ended December 31, 2016 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Revenues Homebuilding revenues Home sales revenues $ — $ 978,733 $ — $ — $ 978,733 Land sales and other revenues — 15,707 — — 15,707 — 994,440 — — 994,440 Financial services revenue — — — — — Total revenues — 994,440 — — 994,440 Homebuilding cost of revenues Cost of homes sales revenues — (786,127) — — (786,127) Cost of land sales and other revenues — (14,217) — — (14,217) — (800,344) — — (800,344) Financial services costs — — — — — Selling, general and administrative (25,674) (96,235) (315) — (122,224) Acquisition expense (490) — — — (490) Equity in earnings from consolidated subsidiaries 64,297 — — (64,297) — Equity in income from unconsolidated subsidiaries 191 — — — 191 Other income (expense) 34 1,542 — — 1,576 Income before income tax expense 38,358 99,403 (315) (64,297) 73,149 Income tax expense 11,182 (34,791) — — (23,609) Net income $ 49,540 $ 64,612 $ (315) $ (64,297) $ 49,540 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) Net proceeds on mortgage repurchase facility — — 56,236 — 56,236 Proceeds from insurance notes payable — 11,839 — — 11,839 Extinguishments of debt assumed in business combination (94,231) — — — (94,231) Principal payments on notes payable (9) (5,362) — — (5,371) Debt issuance costs (3,642) — — — (3,642) Issuance of common stock - taxes for vesting (5,484) — — — (5,484) Repurchases of common stock under our stock repurchase program 30,947 — — — 30,947 Repurchases of common stock upon vesting of stock based compensation (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 provided by/(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 notes payable — 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 Supplemental Condensed Consolidated Statement of Cash Flows For the Year Ended December 31, 2016 (in thousands) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Net cash used in operating activities $ (16,138) (27,978) (575) — (44,691) Net cash used in investing activities (58,032) (5,585) (23) 40,439 (23,201) Financing activities Borrowings under revolving credit facilities $ 220,000 — — — 220,000 Payments on revolving credit facilities (160,000) — — — (160,000) Proceeds from issuance of senior notes — — — — — Proceeds from insurance premium notes and other — 11,612 — — 11,612 Repurchases of common stock under our stock repurchase program (2,393) — — — (2,393) Principal payments on notes payable — (9,217) — — (9,217) Debt issuance costs (1,156) — — — (1,156) Repurchases of common stock upon vesting of restricted stock awards (1,015) — — — (1,015) Payments from (and advances to) parent/subsidiary — 33,674 6,765 (40,439) — Net proceeds from mortgage credit facility — — — — — Net proceeds from issuances of common stock 11,369 — — — 11,369 Net cash provided by financing activities $ 66,805 36,069 6,765 (40,439) 69,200 Net decrease in cash and cash equivalents $ (7,365) 2,506 6,167 — 1,308 Cash and cash equivalents Beginning of period $ 22,002 7,645 — — 29,647 End of period $ 14,637 10,151 6,167 — 30,955 Cash and cash equivalents 14,637 8,646 6,167 — 29,450 Restricted Cash — 1,505 — — 1,505 Cash and cash equivalents and restricted cash 14,637 10,151 6,167 — 30,955 |