Supplemental Guarantor Information | 18. 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 June 30, 2019 (in thousands) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Assets Cash and cash equivalents $ 5,252 — 26,902 ( 450 ) $ 31,704 Cash held in escrow — 25,838 — — 25,838 Accounts receivable 5,418 10,626 ( 45 ) — 15,999 Investment in consolidated subsidiaries 1,979,614 — — ( 1,979,614 ) — Inventories — 2,009,769 — — 2,009,769 Mortgage loans held for sale — — 122,085 — 122,085 Prepaid expenses and other assets 10,421 103,075 9,847 — 123,343 Deferred tax assets, net 13,335 — — — 13,335 Property and equipment, net 14,145 18,447 877 — 33,469 Amortizable intangible assets, net — 4,436 — — 4,436 Goodwill — 30,395 — — 30,395 Total assets $ 2,028,185 $ 2,202,586 $ 159,666 $ ( 1,980,064 ) $ 2,410,373 Liabilities and stockholders’ equity Liabilities: Accounts payable $ 694 96,107 692 ( 450 ) $ 97,043 Accrued expenses and other liabilities 28,166 174,819 9,765 — 212,750 Notes payable 890,096 510 — — 890,606 Revolving line of credit 212,000 — — — 212,000 Mortgage repurchase facilities — — 100,745 — 100,745 Total liabilities 1,130,956 271,436 111,202 ( 450 ) 1,513,144 Stockholders’ equity: 897,229 1,931,150 48,464 ( 1,979,614 ) 897,229 Total liabilities and stockholders’ equity $ 2,028,185 $ 2,202,586 $ 159,666 $ ( 1,980,064 ) $ 2,410,373 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 June 30, 2019 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Revenues Homebuilding revenues Home sales revenues $ — 608,636 — — $ 608,636 Land sales and other revenues — 1,399 — — 1,399 — 610,035 — — 610,035 Financial services revenue — — 9,915 9,915 Total revenues — 610,035 9,915 — 619,950 Homebuilding cost of revenues Cost of home sales revenues — ( 503,928 ) — — ( 503,928 ) Cost of land sales and other revenues — ( 877 ) — — ( 877 ) — ( 504,805 ) — — ( 504,805 ) Financial services costs — — ( 7,747 ) ( 7,747 ) Selling, general and administrative ( 18,813 ) ( 56,404 ) — — ( 75,217 ) Loss on debt extinguishment ( 10,832 ) ( 10,832 ) Acquisition expense — — — — — Equity in earnings from consolidated subsidiaries 38,508 — — ( 38,508 ) — Equity in income of unconsolidated subsidiaries — — — — — Other income (expense) ( 869 ) 302 48 — ( 519 ) Income before income tax expense 7,994 49,128 2,216 ( 38,508 ) 20,830 Income tax expense 7,501 ( 12,281 ) ( 555 ) — ( 5,335 ) Net income $ 15,495 $ 36,847 $ 1,661 $ ( 38,508 ) $ 15,495 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 home 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 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 Six Months Ended June 30, 2019 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Revenues Homebuilding revenues Home sales revenues $ — 1,131,938 — — $ 1,131,938 Land sales and other revenues — 2,754 — — 2,754 — 1,134,692 — — 1,134,692 Financial services revenue — — 18,315 18,315 Total revenues — 1,134,692 18,315 — 1,153,007 Homebuilding cost of revenues Cost of homes sales revenues — ( 937,685 ) — — ( 937,685 ) Cost of land sales and other revenues — ( 1,491 ) — — ( 1,491 ) — ( 939,176 ) — — ( 939,176 ) Financial services costs — — ( 14,576 ) — ( 14,576 ) Selling, general and administrative ( 37,467 ) ( 106,686 ) — — ( 144,153 ) Loss on debt extinguishment ( 10,832 ) — — — ( 10,832 ) Acquisition expense — — — — — Equity in earnings from consolidated subsidiaries 69,671 — — ( 69,671 ) — Equity in income from unconsolidated subsidiaries — — — — — Other income (expense) ( 768 ) 257 68 — ( 443 ) Income before income tax expense 20,604 89,087 3,807 ( 69,671 ) 43,827 Income tax expense 12,008 ( 22,271 ) ( 952 ) — ( 11,215 ) Net income $ 32,612 $ 66,816 $ 2,855 $ ( 69,671 ) $ 32,612 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 from unconsolidated subsidiaries 14,849 — — — 14,849 Other income (expense) ( 255 ) 247 — — ( 8 ) Income before income tax expense 46,477 85,179 3,790 ( 65,837 ) 69,609 Income tax expense 6,735 ( 22,146 ) ( 986 ) — ( 16,397 ) Net income $ 53,212 $ 63,033 $ 2,804 $ ( 65,837 ) $ 53,212 Supplemental Condensed Consolidated Statement of Cash Flows For the Six Months Ended June 30, 2019 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Net cash provided by/(used in) operating activities $ ( 60,874 ) ( 23,182 ) ( 8,493 ) ( 450 ) $ ( 92,999 ) Net cash provided by/(used in) investing activities $ ( 45,677 ) ( 4,115 ) 118 43,459 $ ( 6,215 ) Financing activities Borrowings under revolving credit facilities $ 767,600 — — — $ 767,600 Payments on revolving credit facilities ( 758,100 ) — — — ( 758,100 ) Proceeds from the issuance of senior notes due 2027 500,000 — — — 500,000 Extinguishment of senior notes due 2022 ( 391,942 ) — — — ( 391,942 ) Debt issuance costs ( 5,728 ) — — — ( 5,728 ) Proceeds from the issuance of insurance premium notes and other — 9,301 — — 9,301 Principal payments on insurance notes payable — ( 17,586 ) — — ( 17,586 ) Net proceeds from mortgage repurchase facilities — — ( 3,805 ) — ( 3,805 ) Net proceeds from issuances of common stock 2,663 — — — 2,663 Repurchases of common stock upon vesting of stock based compensation ( 3,434 ) — — — ( 3,434 ) Repurchases of common stock under our stock repurchase program ( 1,439 ) — — — ( 1,439 ) Payments from (and advances to) parent/subsidiary — 32,462 10,997 ( 43,459 ) — Net cash provided by (used in) financing activities $ 109,620 $ 24,177 $ 7,192 $ ( 43,459 ) $ 97,530 Net increase (decrease) $ 3,069 $ ( 3,120 ) $ ( 1,183 ) $ ( 450 ) $ ( 1,684 ) Cash and cash equivalents and Restricted cash Beginning of period $ 2,183 4,006 30,252 — $ 36,441 End of period $ 5,252 $ 886 $ 29,069 $ ( 450 ) $ 34,757 Cash and cash equivalents $ 5,252 — 26,902 ( 450 ) $ 31,704 Restricted Cash — 886 2,167 — 3,053 Cash and cash equivalents and Restricted cash $ 5,252 $ 886 $ 29,069 $ (450) $ 34,757 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 provided by/(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 stock based compensation ( 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 (used in) financing activities $ 41,186 $ 189,959 $ 11,817 $ ( 196,514 ) $ 46,448 Net increase (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 |