Supplemental Guarantor Information | 18. 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 March 31, 2019 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Assets Cash and cash equivalents $ 643 2,596 34,876 — $ 38,115 Cash held in escrow — 24,664 — — 24,664 Accounts receivable 3,627 8,754 55 — 12,436 Investment in consolidated subsidiaries 1,928,076 — — (1,928,076) — Inventories — 1,943,792 — — 1,943,792 Mortgage loans held for sale — — 98,591 — 98,591 Prepaid expenses and other assets 13,807 101,649 7,792 — 123,248 Deferred tax assets, net 13,591 — — — 13,591 Property and equipment, net 13,966 18,578 927 — 33,471 Amortizable intangible assets, net — 4,762 — — 4,762 Goodwill — 30,395 — — 30,395 Total assets $ 1,973,710 $ 2,135,190 $ 142,241 $ (1,928,076) $ 2,323,065 Liabilities and stockholders’ equity Liabilities: Accounts payable $ 835 73,002 238 — $ 74,075 Accrued expenses and other liabilities 33,978 166,029 8,839 — 208,846 Notes payable 776,491 10,381 — — 786,872 Revolving line of credit 287,000 — — — 287,000 Mortgage repurchase facilities — — 90,866 — 90,866 Total liabilities 1,098,304 249,412 99,943 — 1,447,659 Stockholders’ equity: 875,406 1,885,778 42,298 (1,928,076) 875,406 Total liabilities and stockholders’ equity $ 1,973,710 $ 2,135,190 $ 142,241 $ (1,928,076) $ 2,323,065 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 Statement of Operations For the Three Months Ended March 31, 2019 (in thousands) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Revenues Homebuilding revenues Home sales revenues $ — 523,302 — — $ 523,302 Land sales and other revenues — 1,355 — — 1,355 — 524,657 — — 524,657 Financial services revenue — — 8,400 8,400 Total revenues — 524,657 8,400 — 533,057 Homebuilding cost of revenues Cost of home sales revenues — (433,757) — — (433,757) Cost of land sales and other revenues — (614) — — (614) — (434,371) — — (434,371) Financial services costs — — (6,829) (6,829) Selling, general and administrative (18,655) (50,281) — — (68,936) Acquisition expense — — — — — Equity in earnings from consolidated subsidiaries 31,163 — — (31,163) — Equity in income of unconsolidated subsidiaries — — — — — Other income (expense) 101 (45) 20 — 76 Income before income tax expense 12,609 39,960 1,591 (31,163) 22,997 Income tax expense 4,508 (9,990) (398) — (5,880) Net income $ 17,117 $ 29,970 $ 1,193 $ (31,163) $ 17,117 Supplemental Condensed Consolidated Statement of Operations For the Three Months Ended March 31, 2018 (in thousands) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Revenues Homebuilding revenues Home sales revenues $ — $ 394,831 $ — $ — $ 394,831 Land sales and other revenues — 1,459 — — 1,459 — 396,290 — — 396,290 Financial services revenue — — 5,556 — 5,556 Total revenues — 396,290 5,556 — 401,846 Homebuilding cost of revenues Cost of home sales revenues — (319,583) — — (319,583) Cost of land sales and other revenues — (877) — — (877) — (320,460) — — (320,460) Financial services costs — — (4,395) — (4,395) Selling, general and administrative (15,462) (41,060) — — (56,522) Acquisition expense (173) — — — (173) Equity in earnings from consolidated subsidiaries 26,497 — — (26,497) — Equity in income of unconsolidated subsidiaries 3,168 — — — 3,168 Other income (expense) (233) (124) — — (357) Income before income tax expense 13,797 34,646 1,161 (26,497) 23,107 Income tax expense 6,222 (9,008) (302) — (3,088) Net income $ 20,019 $ 25,638 $ 859 $ (26,497) $ 20,019 Supplemental Condensed Consolidated Statement of Cash Flows For the Three Months Ended March 31, 2019 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Net cash provided by/(used in) operating activities $ (36,731) (36,216) 13,547 — $ (59,400) Net cash provided by/(used in) investing activities $ (44,704) (2,031) 67 43,384 $ (3,284) Financing activities Borrowings under revolving credit facilities $ 288,800 — — — $ 288,800 Payments on revolving credit facilities (204,300) — — — (204,300) Net proceeds from mortgage repurchase facilities — — (13,689) — (13,689) Proceeds from insurance notes payable — 9,301 — — 9,301 Principal payments on notes payable — (7,716) — — (7,716) Issuance of common stock — — — — — Repurchases of common stock under our stock repurchase program (1,439) — — — (1,439) Repurchases of common stock upon vesting of stock based compensation (3,166) — — — (3,166) Payments from (and advances to) parent/subsidiary — 36,890 6,494 (43,384) — Net cash provided by/(used in) financing activities $ 79,895 $ 38,475 $ (7,195) $ (43,384) $ 67,791 Net decrease $ (1,540) $ 228 $ 6,419 $ — $ 5,107 Cash and cash equivalents and Restricted cash Beginning of period $ 2,183 4,006 30,252 — $ 36,441 End of period $ 643 $ 4,234 $ 36,671 $ — $ 41,548 Cash and cash equivalents $ 643 2,596 34,876 — $ 38,115 Restricted Cash — 1,638 1,795 — 3,433 Cash and cash equivalents and Restricted cash $ 643 $ 4,234 $ 36,671 $ — $ 41,548 Supplemental Condensed Consolidated Statement of Cash Flows For the Three Months Ended March 31, 2018 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Net cash provided by/(used in) operating activities $ (13,651) (43,713) 12,793 — $ (44,571) Net cash provided by/(used in) investing activities $ (33,265) (1,782) (25) 32,997 $ (2,075) Financing activities Borrowings under revolving credit facilities $ 60,000 — — — $ 60,000 Payments on revolving credit facilities (60,000) — — — (60,000) Net proceeds from mortgage repurchase facilities — — (11,307) — (11,307) Proceeds from insurance notes payable — — — — — Principal payments on notes payable — — — — — Issuance of common stock - taxes for vesting 5,021 — — — 5,021 Repurchases of common stock under our stock repurchase program — — — — — Repurchases of common stock upon vesting of stock based compensation (4,790) — — — (4,790) Payments from (and advances to) parent/subsidiary (584) 29,888 3,693 (32,997) — Net cash provided by/(used in) financing activities $ (353) $ 29,888 $ (7,614) $ (32,997) $ (11,076) Net decrease $ (47,269) $ (15,607) $ 5,154 $ — $ (57,722) Cash and cash equivalents and Restricted cash Beginning of period $ 56,234 28,044 9,435 — $ 93,713 End of period $ 8,965 $ 12,437 $ 14,589 $ — $ 35,991 Cash and cash equivalents $ 8,965 8,039 12,982 — $ 29,986 Restricted Cash — 4,398 1,607 — 6,005 Cash and cash equivalents and Restricted cash $ 8,965 $ 12,437 $ 14,589 $ — $ 35,991 |