Supplemental Guarantor Information | 16. 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 March 31, 2020 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Assets Cash and cash equivalents $ 401,069 6,404 43,500 — $ 450,973 Cash held in escrow — 22,497 — — 22,497 Accounts receivable 8,000 13,684 19,003 ( 17,600 ) 23,087 Investment in consolidated subsidiaries 2,097,867 — — ( 2,097,867 ) — Inventories — 2,074,509 — — 2,074,509 Mortgage loans held for sale — — 141,846 — 141,846 Prepaid expenses and other assets 9,449 95,096 16,472 — 121,017 Deferred tax assets, net 11,110 — — — 11,110 Property and equipment, net 15,240 18,595 1,169 — 35,004 Goodwill — 30,395 — — 30,395 Total assets $ 2,542,735 $ 2,261,180 $ 221,990 $ ( 2,115,467 ) $ 2,910,438 Liabilities and stockholders’ equity Liabilities: Accounts payable $ 588 38,963 619 — $ 40,170 Accrued expenses and other liabilities 44,919 189,848 13,708 ( 17,600 ) 230,875 Notes payable 890,795 8,371 — — 899,166 Revolving line of credit 521,900 — — — 521,900 Mortgage repurchase facilities — — 133,794 — 133,794 Total liabilities 1,458,202 237,182 148,121 ( 17,600 ) 1,825,905 Stockholders’ equity: 1,084,533 2,023,998 73,869 ( 2,097,867 ) 1,084,533 Total liabilities and stockholders’ equity $ 2,542,735 $ 2,261,180 $ 221,990 $ ( 2,115,467 ) $ 2,910,438 Supplemental Condensed Consolidated Balance Sheet As of December 31, 2019 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Assets Cash and cash equivalents $ 1,577 — 53,859 — $ 55,436 Cash held in escrow — 35,308 — — 35,308 Accounts receivable 15,363 12,327 ( 252 ) — 27,438 Investment in consolidated subsidiaries 1,996,703 — — ( 1,996,703 ) — Inventories — 1,995,549 — — 1,995,549 Mortgage loans held for sale — — 185,246 — 185,246 Prepaid expenses and other assets 9,539 101,321 13,148 — 124,008 Deferred tax assets, net 10,589 — — — 10,589 Property and equipment, net 15,256 19,614 1,128 — 35,998 Goodwill — 30,395 — — 30,395 Total assets $ 2,049,027 $ 2,194,514 $ 253,129 $ ( 1,996,703 ) $ 2,499,967 Liabilities and stockholders’ equity Liabilities: Accounts payable $ ( 13 ) 83,853 954 — $ 84,794 Accrued expenses and other liabilities 28,214 173,403 12,358 — 213,975 Notes payable 890,427 6,277 — — 896,704 Revolving line of credit 68,700 — — — 68,700 Mortgage repurchase facilities — — 174,095 — 174,095 Total liabilities 987,328 263,533 187,407 — 1,438,268 Stockholders’ equity: 1,061,699 1,930,981 65,722 ( 1,996,703 ) 1,061,699 Total liabilities and stockholders’ equity $ 2,049,027 $ 2,194,514 $ 253,129 $ ( 1,996,703 ) $ 2,499,967 Supplemental Condensed Consolidated Statement of Operations For the Three Months Ended March 31, 2020 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries CCS Revenues Homebuilding revenues Home sales revenues $ — $ 572,710 $ — $ — $ 572,710 Land sales and other revenues — 20,104 — — 20,104 Total homebuilding revenues — 592,814 — — 592,814 Financial services revenue — — 9,795 — 9,795 Total revenues — 592,814 9,795 — 602,609 Homebuilding cost of revenues Cost of home sales revenues — ( 470,526 ) — — ( 470,526 ) Cost of land sales and other revenues — ( 14,167 ) — — ( 14,167 ) Total homebuilding cost of revenues — ( 484,693 ) — — ( 484,693 ) Financial services costs — — ( 9,586 ) — ( 9,586 ) Selling, general and administrative ( 13,475 ) ( 60,144 ) — — ( 73,619 ) Inventory impairment — ( 781 ) — — ( 781 ) Equity in earnings from consolidated subsidiaries 35,428 — — ( 35,428 ) — Other income (expense) 326 ( 304 ) 136 — 158 Income before income tax expense 22,279 46,892 345 ( 35,428 ) 34,088 Income tax expense 3,847 ( 11,723 ) ( 86 ) — ( 7,962 ) Net income $ 26,126 $ 35,169 $ 259 $ ( 35,428 ) $ 26,126 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 Total homebuilding revenues — 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 ) Total homebuilding cost of revenues — ( 434,371 ) — — ( 434,371 ) Financial services costs — — ( 6,829 ) — ( 6,829 ) Selling, general and administrative ( 18,655 ) ( 50,281 ) — — ( 68,936 ) Equity in earnings from consolidated subsidiaries 31,163 — — ( 31,163 ) — 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 Cash Flows For the Three Months Ended March 31, 2020 ( in thousands ) Guarantor Non Guarantor Elimination Consolidated Century Subsidiaries Subsidiaries Entries Century Net cash provided by/(used in) operating activities $ ( 652 ) $ ( 33,043 ) $ 21,319 $ — $ ( 12,376 ) Net cash provided by/(used in) investing activities $ ( 48,079 ) $ ( 1,670 ) $ ( 146 ) $ 47,268 $ ( 2,627 ) Financing activities Borrowings under revolving credit facilities $ 678,000 — — — $ 678,000 Payments on revolving credit facilities ( 224,800 ) — — — ( 224,800 ) Principal payments on notes payable — ( 2,043 ) — — ( 2,043 ) Proceeds from insurance notes payable — 4,137 — — 4,137 Net proceeds from mortgage repurchase facilities — — ( 40,302 ) — ( 40,302 ) Repurchases of common stock upon vesting of stock-based compensation ( 4,977 ) — — — ( 4,977 ) Repurchases of common stock under our stock repurchase program — — — — — Payments from (and advances to) parent/subsidiary — 39,379 7,889 ( 47,268 ) — Net cash provided by/(used in) financing activities $ 448,223 $ 41,473 $ ( 32,413 ) $ ( 47,268 ) $ 410,015 Net increase (decrease) $ 399,492 $ 6,760 $ ( 11,240 ) $ — $ 395,012 Cash and cash equivalents and restricted cash Beginning of period $ 1,577 341 56,604 — $ 58,522 End of period $ 401,069 $ 7,101 $ 45,364 $ — $ 453,534 Cash and cash equivalents $ 401,069 6,404 43,500 — $ 450,973 Restricted Cash — 697 1,864 — 2,561 Cash and cash equivalents and Restricted cash $ 401,069 $ 7,101 $ 45,364 $ — $ 453,534 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 ) Principal payments on notes payable — ( 7,716 ) — — ( 7,716 ) Proceeds from insurance notes payable — 9,301 — — 9,301 Net proceeds from mortgage repurchase facilities — — ( 13,689 ) — ( 13,689 ) Repurchases of common stock upon vesting of stock-based compensation ( 3,166 ) — — — ( 3,166 ) Repurchases of common stock under our stock repurchase program ( 1,439 ) — — — ( 1,439 ) 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 increase (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 |