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 September 30, 2019 (in thousands) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Assets Cash and cash equivalents $ 1,894 2,125 34,489 — $ 38,508 Cash held in escrow — 30,362 — — 30,362 Accounts receivable 4,043 13,989 ( 103 ) — 17,929 Investment in consolidated subsidiaries 2,107,232 — — ( 2,107,232 ) — Inventories — 2,093,493 — — 2,093,493 Mortgage loans held for sale — — 95,321 — 95,321 Prepaid expenses and other assets 8,451 108,265 13,209 — 129,925 Deferred tax assets, net 14,277 — — — 14,277 Property and equipment, net 15,179 19,247 832 — 35,258 Amortizable intangible assets, net — 4,094 — — 4,094 Goodwill — 30,395 — — 30,395 Total assets $ 2,151,076 $ 2,301,970 $ 143,748 $ ( 2,107,232 ) $ 2,489,562 Liabilities and stockholders’ equity Liabilities: Accounts payable $ 190 77,882 623 — $ 78,695 Accrued expenses and other liabilities 30,785 166,443 9,590 — 206,818 Notes payable 890,122 6,150 — — 896,272 Revolving line of credit 278,800 — — — 278,800 Mortgage repurchase facilities — — 77,798 — 77,798 Total liabilities 1,199,897 250,475 88,011 — 1,538,383 Stockholders’ equity: 951,179 2,051,495 55,737 ( 2,107,232 ) 951,179 Total liabilities and stockholders’ equity $ 2,151,076 $ 2,301,970 $ 143,748 $ ( 2,107,232 ) $ 2,489,562 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 — — 112,394 — 112,394 Prepaid expenses and other assets 51,177 85,224 3,996 — 140,397 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 September 30, 2019 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Revenues Homebuilding revenues Home sales revenues $ — 573,860 — — $ 573,860 Land sales and other revenues — 6,083 — — 6,083 — 579,943 — — 579,943 Financial services revenue — — 10,419 10,419 Total revenues — 579,943 10,419 — 590,362 Homebuilding cost of revenues Cost of home sales revenues — ( 469,834 ) — — ( 469,834 ) Cost of land sales and other revenues — ( 4,624 ) — — ( 4,624 ) — ( 474,458 ) — — ( 474,458 ) Financial services costs — — ( 8,174 ) ( 8,174 ) Selling, general and administrative ( 17,621 ) ( 55,213 ) — — ( 72,834 ) Equity in earnings from consolidated subsidiaries 39,268 — — ( 39,268 ) — Other income (expense) 104 ( 119 ) ( 41 ) — ( 56 ) Income before income tax expense 21,751 50,153 2,204 ( 39,268 ) 34,840 Income tax expense 5,273 ( 12,539 ) ( 550 ) — ( 7,816 ) Net income $ 27,024 $ 37,614 $ 1,654 $ ( 39,268 ) $ 27,024 Supplemental Condensed Consolidated Statement of Operations For the Three Months Ended September 30, 2018 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century 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 home 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 Nine Months Ended September 30, 2019 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Revenues Homebuilding revenues Home sales revenues $ — 1,705,798 — — $ 1,705,798 Land sales and other revenues — 8,837 — — 8,837 — 1,714,635 — — 1,714,635 Financial services revenue — — 28,734 28,734 Total revenues — 1,714,635 28,734 — 1,743,369 Homebuilding cost of revenues Cost of homes sales revenues — ( 1,407,519 ) — — ( 1,407,519 ) Cost of land sales and other revenues — ( 6,115 ) — — ( 6,115 ) — ( 1,413,634 ) — — ( 1,413,634 ) Financial services costs — — ( 22,750 ) — ( 22,750 ) Selling, general and administrative ( 55,089 ) ( 161,898 ) — — ( 216,987 ) Loss on debt extinguishment ( 10,832 ) — — — ( 10,832 ) Equity in earnings from consolidated subsidiaries 108,939 — — ( 108,939 ) — Other income (expense) ( 664 ) 57 108 — ( 499 ) Income before income tax expense 42,354 139,160 6,092 ( 108,939 ) 78,667 Income tax expense 17,282 ( 34,790 ) ( 1,523 ) — ( 19,031 ) Net income $ 59,636 $ 104,370 $ 4,569 $ ( 108,939 ) $ 59,636 Supplemental Condensed Consolidated Statement of Operations For the Nine Months Ended September 30, 2018 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century 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 from 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 Cash Flows For the Nine Months Ended September 30, 2019 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Net cash provided by/(used in) operating activities $ ( 52,863 ) ( 112,548 ) 16,447 — $ ( 148,964 ) Net cash provided by/(used in) investing activities $ ( 146,499 ) ( 7,610 ) 163 142,391 $ ( 11,555 ) Financing activities Borrowings under revolving credit facilities $ 1,184,800 — — — $ 1,184,800 Payments on revolving credit facilities ( 1,108,500 ) — — — ( 1,108,500 ) 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 ( 6,075 ) — — — ( 6,075 ) Proceeds from the issuance of insurance premium notes and other — 12,629 — — 12,629 Principal payments on insurance notes payable — ( 19,275 ) — — ( 19,275 ) Net proceeds from mortgage repurchase facilities — — ( 26,757 ) — ( 26,757 ) Net proceeds from issuances of common stock 25,817 — — — 25,817 Repurchases of common stock upon vesting of stock based compensation ( 3,588 ) — — — ( 3,588 ) Repurchases of common stock under our stock repurchase program ( 1,439 ) — — — ( 1,439 ) Payments from (and advances to) parent/subsidiary — 125,834 16,557 ( 142,391 ) — Net cash provided by (used in) financing activities $ 199,073 $ 119,188 $ ( 10,200 ) $ ( 142,391 ) $ 165,670 Net increase (decrease) $ ( 289 ) $ ( 970 ) $ 6,410 $ — $ 5,151 Cash and cash equivalents and Restricted cash Beginning of period $ 2,183 4,006 30,252 — $ 36,441 End of period $ 1,894 $ 3,036 $ 36,662 $ — $ 41,592 Cash and cash equivalents $ 1,894 2,125 34,489 — $ 38,508 Restricted Cash — 911 2,173 — 3,084 Cash and cash equivalents and Restricted cash $ 1,894 $ 3,036 $ 36,662 $ — $ 41,592 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 provided by/(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 ) Debt issuance costs ( 3,521 ) — — — ( 3,521 ) Principal payments on notes payable ( 9 ) ( 2,164 ) — — ( 2,173 ) Repurchases of common stock upon vesting of stock based compensation ( 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 |