Supplemental Guarantor Information | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 |
Supplemental Guarantor Information [Abstract] | | |
Supplemental Guarantor Information | | |
17. Supplemental Guarantor Information | 22. Supplemental Guarantor Information |
In May 2014, we completed a private offering of $200.0 million in aggregate principal amount of senior unsecured notes due 2022. The senior notes are unsecured senior obligations of the Company, which are fully and unconditionally guaranteed on an unsecured basis, jointly and severally, by certain of our subsidiaries (collectively, the “Subsidiary Guarantors”), which are wholly owned subsidiaries of the Company. | In May 2014, we completed a private offering of $200.0 million in aggregate principal amount of senior unsecured notes due 2022. The senior notes are unsecured senior obligations of the Company, which are fully and unconditionally guaranteed on an unsecured basis, jointly and severally, by certain of our subsidiaries (collectively, the “Subsidiary Guarantors”), which are wholly owned subsidiaries of the Company. |
The Indenture governing the 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 Indenture), which sale, transfer, exchange or other disposition does not constitute an “Asset Sale” (as defined in the Indenture) or is made in compliance with applicable provisions of the 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 Indenture; provided, that after such sale, transfer, exchange or other disposition, such Guarantor is an “Immaterial Subsidiary” (as defined in the 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 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 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 Indenture; (4) upon the designation of such Guarantor as an “Unrestricted Subsidiary” (as defined in the Indenture), in accordance with the Indenture; (5) if the Company exercises its legal defeasance option or covenant defeasance option under the Indenture or if the obligations of the Company and the Guarantors are discharged in compliance with applicable provisions of the Indenture, upon such exercise or discharge; or (6) in connection with the dissolution of such Guarantor under applicable law in accordance with the Indenture. | The Indenture governing the 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 Indenture), which sale, transfer, exchange or other disposition does not constitute an “Asset Sale” (as defined in the Indenture) or is made in compliance with applicable provisions of the 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 Indenture; provided, that after such sale, transfer, exchange or other disposition, such Guarantor is an “Immaterial Subsidiary” (as defined in the 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 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 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 Indenture; (4) upon the designation of such Guarantor as an “Unrestricted Subsidiary” (as defined in the Indenture), in accordance with the Indenture; (5) if the Company exercises its legal defeasance option or covenant defeasance option under the Indenture or if the obligations of the Company and the Guarantors are discharged in compliance with applicable provisions of the Indenture, upon such exercise or discharge; or (6) in connection with the dissolution of such Guarantor under applicable law in accordance with the Indenture. |
As the guarantees were made in connection with the May 2014 private offering of notes, the Subsidiary Guarantors’ condensed financial information is presented as if the guarantees existed during the period presented. If any subsidiaries are released from the guarantees in future periods, the changes are reflected prospectively. | As the guarantees were made in connection with the May 2014 private offering of notes, the Subsidiary Guarantors’ condensed financial information is presented as if the guarantees existed during the period presented. If any subsidiaries are released from the guarantees in future periods, the changes are reflected prospectively. |
| |
| |
We have determined that separate, full financial statements of the Subsidiary Guarantors would not be material to investors and, accordingly, supplemental financial information is presented below: | We have determined that separate, full financial statements of the Subsidiary Guarantors would not be material to investors and, accordingly, supplemental financial information is presented below: |
| |
| |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | Supplemental Condensed Consolidating Balance Sheet |
| | Unaudited Supplemental Condensed Consolidating Balance Sheet | | | As of December 31, 2013 (in thousands) |
| | As of September 30, 2014 (in thousands) | | | | | | Guarantor | | Non Guarantor | | Elimination | | Consolidated |
| | | | | Guarantor | | Non Guarantor | | Elimination | | Consolidated | | | CCS | | Subsidiaries | | Subsidiaries | | Entries | | CCS |
| | CCS | | Subsidiaries | | Subsidiaries | | Entries | | CCS | Assets | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | Cash and cash equivalents | | $ | 106,614 | | $ | 3,384 | | $ | — | | $ | — | | $ | 109,998 |
Cash and cash equivalents | | $ | 93,796 | | $ | 7,908 | | $ | — | | $ | — | | $ | 101,704 | Accounts receivable | | | — | | | 4,438 | | | — | | | — | | | 4,438 |
Accounts receivable | | | — | | | 16,105 | | | — | | | — | | | 16,105 | Investment in and advances to subsidiaries | | | 169,962 | | | — | | | — | | | -169,962 | | | — |
Investment in subsidiaries | | | 476,465 | | | — | | | — | | | -476,465 | | | — | Inventories | | | — | | | 184,072 | | | — | | | — | | | 184,072 |
Inventories | | | — | | | 461,566 | | | — | | | — | | | 461,566 | Prepaid expenses and other assets | | | 547 | | | 7,868 | | | — | | | — | | | 8,415 |
Prepaid expenses and other assets | | | 5,118 | | | 22,384 | | | — | | | — | | | 27,502 | Property and equipment, net | | | | | | 3,360 | | | — | | | — | | | 3,360 |
Deferred tax asset, net | | | 719 | | | — | | | — | | | — | | | 719 | Amortizable intangible assets, net | | | — | | | 1,877 | | | — | | | — | | | 1,877 |
Property and equipment, net | | | — | | | 11,848 | | | — | | | — | | | 11,848 | Goodwill | | | — | | | 479 | | | — | | | — | | | 479 |
Amortizable intangible assets, net | | | — | | | 5,900 | | | — | | | — | | | 5,900 | Total Assets | | | 277,123 | | | 205,478 | | | — | | | -169,962 | | | 312,639 |
Goodwill | | | — | | | 13,249 | | | — | | | — | | | 13,249 | Liabilities and stockholders’ equity | | | | | | | | | | | | | | | |
Total Assets | | $ | 576,098 | | $ | 538,960 | | $ | — | | $ | -476,465 | | $ | 638,593 | Liabilities | | | | | | | | | | | | | | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | Accounts payable | | $ | — | | $ | 588 | | $ | — | | $ | — | | $ | 588 |
Liabilities | | | | | | | | | | | | | | | | Accrued expenses and other liabilities | | | 4,655 | | | 33,428 | | | — | | | — | | | 38,083 |
Accounts payable | | $ | — | | $ | 10,102 | | $ | — | | $ | — | | $ | 10,102 | Deferred tax liability, net | | | 912 | | | — | | | — | | | — | | | 912 |
Accrued expenses and other liabilities | | | 9,772 | | | 40,902 | | | — | | | — | | | 50,674 | Notes payable and revolving loan agreement | | | — | | | 1,500 | | | — | | | | | | 1,500 |
Notes payable and revolving loan agreement | | | 198,557 | | | 11,491 | | | — | | | | | | 210,048 | Total liabilities | | | 5,567 | | | 35,516 | | | — | | | — | | | 41,083 |
Total liabilities | | $ | 208,329 | | $ | 62,495 | | $ | — | | $ | — | | $ | 270,824 | Stockholders’ equity | | | 271,556 | | | 169,962 | | | — | | | -169,962 | | | 271,556 |
Stockholders’ equity | | | 367,769 | | | 476,465 | | | — | | | -476,465 | | | 367,769 | Total liabilities and stockholders’ equity | | $ | 277,123 | | $ | 205,478 | | $ | — | | $ | -169,962 | | $ | 312,639 |
Total liabilities and stockholders’ equity | | $ | 576,098 | | $ | 538,960 | | $ | — | | $ | -476,465 | | $ | 638,593 | |
| |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Unaudited Supplemental Condensed Consolidating Balance Sheet | | | Supplemental Condensed Consolidating Balance Sheet |
| | As of December 31, 2013 (in thousands) | | | As of December 31, 2012 (in thousands) |
| | | | | Guarantor | | Non Guarantor | | Elimination | | Consolidated | | | | | | Guarantor | | Non Guarantor | | Elimination | | Consolidated |
| | CCS | | Subsidiaries | | Subsidiaries | | Entries | | CCS | | | CCS | | Subsidiaries | | Subsidiaries | | Entries | | CCS |
Assets | | | | | | | | | | | | | | | | Assets | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 106,614 | | $ | 3,384 | | $ | — | | $ | — | | $ | 109,998 | Cash and cash equivalents | | $ | 4,146 | | $ | 211 | | $ | — | | $ | — | | $ | 4,357 |
Accounts receivable | | | — | | | 4,438 | | | — | | | — | | | 4,438 | Cash held in trust | | | — | | | — | | | 2,917 | | | — | | | 2,917 |
Investment in subsidiaries | | | 169,962 | | | — | | | — | | | -169,962 | | | — | Accounts receivable | | | — | | | 897 | | | — | | | — | | | 897 |
Inventories | | | — | | | 184,072 | | | — | | | — | | | 184,072 | Investment in subsidiaries | | | 52,127 | | | — | | | — | | | -52,127 | | | — |
Prepaid expenses and other assets | | | 547 | | | 7,868 | | | — | | | — | | | 8,415 | Inventories | | | — | | | 75,316 | | | — | | | — | | | 75,316 |
Property and equipment, net | | | — | | | 3,360 | | | — | | | — | | | 3,360 | Prepaid expenses and other assets | | | — | | | 2,057 | | | — | | | — | | | 2,057 |
Amortizable intangible assets, net | | | — | | | 1,877 | | | — | | | — | | | 1,877 | Property and equipment, net | | | — | | | 2,517 | | | — | | | — | | | 2,517 |
Goodwill | | | — | | | 479 | | | — | | | — | | | 479 | Assets of consolidated variable interest entities: | | | | | | | | | | | | | | | |
Total Assets | | $ | 277,123 | | $ | 205,478 | | $ | — | | $ | -169,962 | | $ | 312,639 | Cash and cash equivalents | | | — | | | — | | | 623 | | | — | | | 623 |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | Inventories | | | — | | | — | | | 1,989 | | | — | | | 1,989 |
Liabilities | | | | | | | | | | | | | | | | Total Assets | | $ | 56,273 | | $ | 80,998 | | $ | 5,529 | | $ | -52,127 | | $ | 90,673 |
Accounts payable | | $ | — | | $ | 8,313 | | $ | — | | $ | — | | $ | 8,313 | Liabilities and stockholders’ equity | | | | | | | | | | | | | | | |
Accrued expenses and other liabilities | | | 4,655 | | | 25,703 | | | — | | | — | | | 30,358 | Liabilities | | | | | | | | | | | | | | | |
Deferred tax liability, net | | | 912 | | | — | | | — | | | — | | | 912 | Accounts payable | | $ | — | | $ | 2,459 | | $ | — | | $ | — | | $ | 2,459 |
Notes payable and revolving loan agreement | | | — | | | 1,500 | | | — | | | | | | 1,500 | Accrued expenses and other liabilities | | | — | | | 19,095 | | | — | | | — | | | 19,095 |
Total liabilities | | $ | 5,567 | | $ | 35,516 | | $ | — | | $ | — | | $ | 41,083 | Payable to affiliates | | | 95 | | | — | | | — | | | — | | | 95 |
Stockholders’ equity | | | 271,556 | | | 169,962 | | | — | | | -169,962 | | | 271,556 | Note payable and revolving loan agreement | | | 20,373 | | | 12,833 | | | — | | | — | | | 33,206 |
Total liabilities and stockholders’ equity | | $ | 277,123 | | $ | 205,478 | | $ | — | | $ | -169,962 | | $ | 312,639 | Subordinated obligation due to member | | | 11,244 | | | — | | | — | | | — | | | 11,244 |
| Liabilities of consolidated variable interest entities: | | | | | | | | | | | | | | | |
| Accrued expenses | | | — | | | — | | | 13 | | | — | | | 13 |
| Total liabilities | | | 31,712 | | | 34,387 | | | 13 | | | — | | | 66,112 |
| | | | | | | | | | | | | | | | Stockholders’ equity | | | 24,561 | | | 46,611 | | | 5,516 | | | -52,127 | | | 24,561 |
| | | | | | | | | | | | | | | | Total liabilities and stockholders’ equity | | $ | 56,273 | | $ | 80,998 | | $ | 5,529 | | $ | -52,127 | | $ | 90,673 |
| | Unaudited Supplemental Condensed Consolidating Statement of Operations | |
| | For the Three Months Ended September 30, 2014 (in thousands) | |
| | | | | Guarantor | | Non Guarantor | | Elimination | | Consolidated | |
| | CCS | | Subsidiaries | | Subsidiaries | | Entries | | CCS | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Home sales revenues | | $ | — | | $ | 90,735 | | $ | — | | $ | — | | $ | 90,735 | | | Supplemental Condensed Consolidating Statement of Operations |
Cost of home sales revenues | | | — | | | 70,896 | | | — | | | — | | | 70,896 | | For the Year Ended December 31, 2013 (in thousands) |
Gross margin from home sales | | | — | | | 19,839 | | | — | | | — | | | 19,839 | | | | | | Guarantor | | Non Guarantor | | Elimination | | Consolidated |
Golf course and other revenue | | | — | | | 1,226 | | | — | | | — | | | 1,226 | | | CCS | | Subsidiaries | | Subsidiaries | | Entries | | CCS |
Cost of golf course and other revenue | | | — | | | 2,175 | | | — | | | — | | | 2,175 | Home sales revenues | | $ | — | | $ | 170,565 | | $ | 568 | | $ | — | | $ | 171,133 |
Gross margin from golf course and other | | | — | | | -949 | | | — | | | — | | | -949 | Cost of home sale revenues | | | — | | | 129,253 | | | 398 | | | — | | | 129,651 |
Selling, general, and administrative | | | 3,803 | | | 8,781 | | | — | | | — | | | 12,584 | Gross margin from home sales | | | — | | | 41,312 | | | 170 | | | — | | | 41,482 |
Operating income | | | -3,803 | | | 10,109 | | | — | | | — | | | 6,306 | Selling general and administrative | | | 8,571 | | | 14,933 | | | 118 | | | — | | | 23,622 |
Other income (expense) | | | | | | | | | | | | | | | | Operating income | | | -8,571 | | | 26,379 | | | 52 | | | — | | | 17,860 |
Equity in earnings from consolidated subsidiaries | | | 6,503 | | | — | | | — | | | -6,503 | | | — | Other income (expense) | | | | | | | | | | | | | | | |
Interest income | | | 130 | | | — | | | — | | | — | | | 130 | Equity in earnings from consolidated subsidiaries | | | 19,067 | | | — | | | — | | | -19,067 | | | — |
Interest expense | | | — | | | -2 | | | — | | | — | | | -2 | Interest income | | | 228 | | | — | | | — | | | — | | | 228 |
Acquisition expense | | | -119 | | | — | | | — | | | — | | | -119 | Interest expense | | | — | | | — | | | — | | | — | | | — |
Other income | | | — | | | 327 | | | — | | | — | | | 327 | Other expense | | | — | | | -26 | | | — | | | — | | | -26 |
Gain/(Loss) on disposition of assets | | | — | | | 55 | | | — | | | — | | | 55 | Gain on disposition of assets | | | — | | | 11 | | | — | | | — | | | 11 |
Income before tax expense | | | 2,711 | | | 10,489 | | | — | | | -6,503 | | | 6,697 | Income before tax expense | | | 10,724 | | | 26,364 | | | 52 | | | -19,067 | | | 18,073 |
Income tax expense | | | -1,416 | | | 3,986 | | | — | | | — | | | 2,570 | Income tax expense | | | -2,334 | | | 7,349 | | | — | | | — | | | 5,015 |
Deferred taxes on conversion to a corporation | | | — | | | — | | | — | | | — | | | — | Deferred taxes on conversion to a corporation | | | 627 | | | — | | | — | | | — | | | 627 |
Consolidated net income of Century Communities, Inc. | | | 4,127 | | | 6,503 | | | — | | | -6,503 | | | 4,127 | Consolidated net income | | | 12,431 | | | 19,015 | | | 52 | | | -19,067 | | | 12,431 |
Net income attributable to the noncontrolling interests | | | — | | | — | | | — | | | — | | | — | Net income attributable to the noncontrolling interests | | | 52 | | | — | | | — | | | — | | | 52 |
Income attributable to common stockholders | | $ | 4,127 | | $ | 6,503 | | $ | — | | $ | -6,503 | | $ | 4,127 | Income attributable to common stockholders | | $ | 12,379 | | $ | 19,015 | | $ | 52 | | $ | -19,067 | | $ | 12,379 |
| |
| |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Unaudited Supplemental Condensed Consolidating Statement of Operations | | | | | | | | | | | | | | | | |
| | For the Three Months Ended September 30, 2013 (in thousands) | | | | | | | | | | | | | | | | |
| | | | | Guarantor | | Non Guarantor | | Elimination | | Consolidated | | | Supplemental Condensed Consolidating Statement of Operations |
| | CCS | | Subsidiaries | | Subsidiaries | | Entries | | CCS | | | For the Year Ended December 31, 2012 (in thousands) |
| | | | | | | | | | | | | | | | | | | | | Guarantor | | Non Guarantor | | Elimination | | Consolidated |
Home sales revenues | | $ | — | | $ | 41,494 | | $ | — | | $ | — | | $ | 41,494 | | | CCS | | Subsidiaries | | Subsidiaries | | Entries | | CCS |
Cost of home sales revenues | | | — | | | 31,948 | | | — | | | — | | | 31,948 | Home sales revenues | | $ | — | | $ | 90,847 | | $ | 5,183 | | $ | — | | $ | 96,030 |
Gross margin from home sales | | | — | | | 9,546 | | | — | | | — | | | 9,546 | Cost of home sale revenues | | | — | | | 72,331 | | | 3,117 | | | — | | | 75,448 |
Golf course and other revenue | | | — | | | — | | | — | | | — | | | — | Gross margin from home sales | | | — | | | 18,516 | | | 2,066 | | | — | | | 20,582 |
Cost of golf course and other revenue | | | — | | | — | | | — | | | — | | | — | Selling general and administrative | | | 3,617 | | | 9,065 | | | 814 | | | — | | | 13,496 |
Gross margin from golf course and other | | | — | | | — | | | — | | | — | | | — | Operating income | | | -3,617 | | | 9,451 | | | 1,252 | | | — | | | 7,086 |
Selling, general, and administrative | | | 2,471 | | | 3,211 | | | — | | | — | | | 5,682 | Other income (expense) | | | | | | | | | | | | | | | |
Operating income | | | -2,471 | | | 6,335 | | | — | | | — | | | 3,864 | Equity in earnings from consolidated subsidiaries | | | 11,045 | | | — | | | — | | | -11,045 | | | — |
Other income (expense) | | | | | | | | | | | | | | | | Interest income | | | 11 | | | — | | | — | | | — | | | 11 |
Equity in earnings from consolidated subsidiaries | | | 4,197 | | | — | | | — | | | -4,197 | | | | Interest expense | | | — | | | — | | | — | | | — | | | — |
Interest income | | | 98 | | | — | | | — | | | — | | | 98 | Other income | | | — | | | 293 | | | 49 | | | — | | | 342 |
Interest expense | | | — | | | — | | | — | | | — | | | — | Gain on disposition of assets | | | — | | | — | | | — | | | — | | | — |
Acquisition expense | | | -329 | | | — | | | — | | | — | | | -329 | Income before tax expense | | | 7,439 | | | 9,744 | | | 1,301 | | | -11,045 | | | 7,439 |
Other income | | | — | | | 151 | | | — | | | — | | | 151 | Income tax expense | | | — | | | — | | | — | | | — | | | — |
Gain/(Loss) on disposition of assets | | | — | | | — | | | — | | | — | | | — | Deferred taxes on conversion to a corporation | | | — | | | — | | | — | | | — | | | — |
Income before tax expense | | | 1,495 | | | 6,486 | | | — | | | -4,197 | | | 3,784 | Consolidated net income | | | 7,439 | | | 9,744 | | | 1,301 | | | -11,045 | | | 7,439 |
Income tax expense | | | -943 | | | 2,289 | | | — | | | — | | | 1,346 | Net income attributable to the noncontrolling interests | | | 1,301 | | | — | | | — | | | — | | | 1,301 |
Deferred taxes on conversion to a corporation | | | — | | | — | | | — | | | — | | | — | Income attributable to common stockholders | | $ | 6,138 | | $ | 9,744 | | $ | 1,301 | | $ | -11,045 | | $ | 6,138 |
Consolidated net income of Century Communities, Inc. | | | 2,438 | | | 4,197 | | | — | | | -4,197 | | | 2,438 | |
Net income attributable to the noncontrolling interests | | | — | | | — | | | — | | | — | | | — | |
Income attributable to common stockholders | | $ | 2,438 | | $ | 4,197 | | $ | — | | $ | -4,197 | | $ | 2,438 | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | Supplemental Condensed Consolidating Statement of Cash Flow |
| | | | | | | | | | | | | | | | | | For the Year Ended December 31, 2013 (in thousands) |
| | | | | | | | | | | | | | | | | | | | | Guarantor | | Non Guarantor | | Elimination | | Consolidated |
| | Unaudited Supplemental Condensed Consolidating Statement of Operations | | | CCS | | Subsidiaries | | Subsidiaries | | Entries | | CCS |
| | For the Nine Months Ended September 30, 2014 (in thousands) | Net cash used in operating activities | | $ | -976 | | $ | -69,865 | | $ | 3,343 | | $ | — | | $ | -67,498 |
| | | | | Guarantor | | Non Guarantor | | Elimination | | Consolidated | Net cash used in investing activities | | $ | -96,663 | | $ | -16,258 | | $ | — | | $ | 96,663 | | $ | -16,258 |
| | CCS | | Subsidiaries | | Subsidiaries | | Entries | | CCS | Financing activities | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | Borrowings under revolving credit facilities | | $ | 26,671 | | $ | — | | $ | — | | $ | — | | $ | 26,671 |
Home sales revenues | | $ | — | | $ | 217,734 | | $ | — | | $ | — | | $ | 217,734 | Payments on revolving credit facilities | | | -47,044 | | | — | | | — | | | — | | | -47,044 |
Cost of home sales revenues | | | — | | | 166,367 | | | — | | | — | | | 166,367 | Proceeds from issuance of notes payable | | | — | | | 5,763 | | | — | | | — | | | 5,763 |
Gross margin from home sales | | | — | | | 51,367 | | | — | | | — | | | 51,367 | Principal payments | | | — | | | -17,096 | | | — | | | — | | | -17,096 |
Golf course and other revenue | | | — | | | 3,750 | | | — | | | — | | | 3,750 | Debt issuance costs | | | — | | | — | | | — | | | — | | | — |
Cost of golf course and other revenue | | | — | | | 4,329 | | | — | | | — | | | 4,329 | Net proceeds from issuances of common stock | | | 223,760 | | | — | | | — | | | — | | | 223,760 |
Gross margin from golf course and other | | | — | | | -579 | | | — | | | — | | | -579 | Payments from (and advances to) parent/subsidiary | | | — | | | 100,629 | | | -3,966 | | | -96,663 | | | — |
Selling, general, and administrative | | | 8,993 | | | 21,913 | | | — | | | — | | | 30,906 | Contributions from members | | | 1,500 | | | — | | | — | | | — | | | 1,500 |
Operating income | | | -8,993 | | | 28,875 | | | — | | | — | | | 19,882 | Distributions to members | | | -3,830 | | | — | | | — | | | | | | -3,830 |
Other income (expense) | | | | | | | | | | | | | | | | Distributions to noncontrolling interest | | | -950 | | | — | | | — | | | — | | | -950 |
Equity in earnings from consolidated subsidiaries | | | 19,101 | | | — | | | — | | | -19,101 | | | — | Net cash provided by financing activities | | $ | 200,107 | | $ | 89,296 | | $ | -3,966 | | $ | -96,663 | | $ | 188,774 |
Interest income | | | 267 | | | — | | | — | | | — | | | 267 | Net increase (decrease) in cash and cash equivalents | | $ | 102,468 | | $ | 3,173 | | $ | -623 | | $ | — | | $ | 105,018 |
Interest expense | | | — | | | -13 | | | — | | | — | | | -13 | Cash and cash equivalents | | | | | | | | | | | | | | | |
Acquisition expense | | | -923 | | | — | | | — | | | — | | | -923 | Beginning of period | | $ | 4,146 | | $ | 211 | | $ | 623 | | $ | — | | $ | 4,980 |
Other income | | | — | | | 585 | | | — | | | — | | | 585 | End of period | | $ | 106,614 | | $ | 3,384 | | $ | — | | $ | — | | $ | 109,998 |
Gain/(Loss) on disposition of assets | | | — | | | 145 | | | — | | | — | | | 145 | |
Income before tax expense | | | 9,452 | | | 29,592 | | | — | | | -19,101 | | | 19,943 | |
Income tax expense | | | -3,382 | | | 10,491 | | | — | | | — | | | 7,109 | | | | | | | | | | | | | | | | |
Deferred taxes on conversion to a corporation | | | — | | | — | | | — | | | — | | | — | | | | | | | | | | | | | | | | |
Consolidated net income of Century Communities, Inc. | | | 12,834 | | | 19,101 | | | — | | | -19,101 | | | 12,834 | | | Supplemental Condensed Consolidating Statement of Cash Flow |
Net income attributable to the noncontrolling interests | | | — | | | — | | | — | | | — | | | — | | | For the Year Ended December 31, 2012 (in thousands) |
Income attributable to common stockholders | | $ | 12,834 | | $ | 19,101 | | $ | — | | $ | -19,101 | | $ | 12,834 | | | | | | Guarantor | | Non Guarantor | | Elimination | | Consolidated |
| | | CCS | | Subsidiaries | | Subsidiaries | | Entries | | CCS |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | Net cash used in operating activities | | $ | -3,606 | | $ | -11,090 | | $ | -1,205 | | $ | — | | $ | -15,901 |
| | | | | | | | | | | | | | | | Net cash used in investing activities | | $ | (5,878 | | $ | -839 | | $ | — | | $ | 5,878 | | $ | -839 |
| | Unaudited Supplemental Condensed Consolidating Statement of Operations | Financing activities: | | | | | | | | | | | | | | | |
| | For the Nine Months Ended September 30, 2013 (in thousands) | Borrowings under line of credit | | $ | 31,500 | | $ | — | | $ | — | | $ | — | | $ | 31,500 |
| | | | | Guarantor | | Non Guarantor | | Elimination | | Consolidated | Payments on line of credit | | | -16,335 | | | — | | | — | | | — | | | -16,335 |
| | CCS | | Subsidiaries | | Subsidiaries | | Entries | | CCS | Proceeds from debt issuances | | | — | | | 11,123 | | | — | | | — | | | 11,123 |
| | | | | | | | | | | | | | | | Principal payments | | | — | | | -1,256 | | | — | | | — | | | -1,256 |
Home sales revenues | | $ | — | | $ | 106,934 | | $ | 568 | | $ | — | | $ | 107,502 | Principal payments on long term debt - related party | | | — | | | -1,854 | | | — | | | — | | | -1,854 |
Cost of home sales revenues | | | — | | | 80,686 | | | 398 | | | — | | | 81,084 | Payments from (and advances to) parent/subsidiary | | | — | | | 4,093 | | | 1,785 | | | -5,878 | | | — |
Gross margin from home sales | | | — | | | 26,248 | | | 170 | | | — | | | 26,418 | Distributions to members | | | -6,309 | | | — | | | — | | | — | | | -6,309 |
Golf course and other revenue | | | — | | | — | | | — | | | — | | | — | Distributions to noncontrolling interest | | | -1,015 | | | — | | | — | | | — | | | -1,015 |
Cost of golf course and other revenue | | | — | | | — | | | — | | | — | | | — | Net cash provided by financing activities | | $ | 7,841 | | $ | 12,106 | | $ | 1,785 | | $ | -5,878 | | $ | 15,854 |
Gross margin from golf course and other | | | — | | | — | | | — | | | — | | | — | Net increase (decrease) in cash and cash equivalents | | | -1,643 | | | 177 | | | 580 | | | — | | | -886 |
Selling, general, and administrative | | | 5,214 | | | 7,912 | | | 118 | | | — | | | 13,244 | Cash and cash equivalents | | | | | | | | | | | | | | | |
Operating income | | | -5,214 | | | 18,336 | | | 52 | | | — | | | 13,174 | Beginning of period | | | 5,789 | | | 34 | | | 43 | | | — | | | 5,866 |
Other income (expense) | | | | | | | | | | | | | | | | End of period | | $ | 4,146 | | $ | 211 | | $ | 623 | | $ | — | | $ | 4,980 |
Equity in earnings from consolidated subsidiaries | | | 14,060 | | | — | | | — | | | -14,060 | | | — | |
Interest income | | | 152 | | | — | | | — | | | — | | | 152 | |
Interest expense | | | — | | | — | | | — | | | — | | | — | |
Acquisition expense | | | -329 | | | — | | | — | | | — | | | -329 | |
Other income | | | — | | | 332 | | | — | | | — | | | 332 | |
Gain/(Loss) on disposition of assets | | | — | | | 9 | | | — | | | — | | | 9 | |
Income before tax expense | | | 8,669 | | | 18,677 | | | 52 | | | -14,060 | | | 13,338 | |
Income tax expense | | | -1,339 | | | 4,669 | | | — | | | — | | | 3,330 | |
Deferred taxes on conversion to a corporation | | | 627 | | | — | | | — | | | — | | | 627 | |
Consolidated net income of Century Communities, Inc. | | | 9,381 | | | 14,008 | | | 52 | | | -14,060 | | | 9,381 | |
Net income attributable to the noncontrolling interests | | | 52 | | | — | | | — | | | — | | | 52 | |
Income attributable to common stockholders | | $ | 9,329 | | $ | 14,008 | | $ | 52 | | $ | -14,060 | | $ | 9,329 | |
| |
| |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Unaudited Supplemental Condensed Consolidating Statement of Cash Flow | |
| | For the Nine Months Ended September 30, 2014 (in thousands) | |
| | | | | Guarantor | | Non Guarantor | | Elimination | | Consolidated | |
| | CCS | | Subsidiaries | | Subsidiaries | | Entries | | CCS | |
| | | | | | | | | | | | | | | | |
Net cash used in operating activities | | $ | -767 | | $ | -108,504 | | $ | — | | $ | — | | $ | -109,271 | |
Net cash used in investing activities | | $ | -287,323 | | $ | -178,628 | | $ | — | | $ | 287,323 | | $ | -178,628 | |
Financing activities: | | | | | | | | | | | | | | | | |
Borrowings under revolving credit facilities | | $ | 99,000 | | $ | — | | $ | — | | $ | — | | $ | 99,000 | |
Payments on revolving credit facilities | | | -99,000 | | | — | | | — | | | — | | | -99,000 | |
Proceeds from issuance of senior notes | | | 198,478 | | | — | | | — | | | — | | | 198,478 | |
Proceeds from issuance of notes payable | | | — | | | 5,894 | | | — | | | — | | | 5,894 | |
Principal payments | | | — | | | -1,562 | | | — | | | — | | | -1,562 | |
Debt issuance costs | | | -5,132 | | | — | | | — | | | — | | | -5,132 | |
Net proceeds from issuances of common stock | | | 81,890 | | | — | | | — | | | — | | | 81,890 | |
Excess tax benefit on stock-based compensation | | | 37 | | | — | | | — | | | — | | | 37 | |
Payments from (and advances to) parent/subsidiary | | | — | | | 287,323 | | | — | | | -287,323 | | | — | |
Net cash provided by financing activities | | $ | 275,273 | | $ | 291,655 | | $ | — | | $ | -287,323 | | $ | 279,605 | |
Net increase (decrease) in cash and cash equivalents | | $ | -12,817 | | $ | 4,523 | | $ | — | | $ | — | | $ | -8,294 | |
Cash and cash equivalents | | | | | | | | | | | | | | | | |
Beginning of period | | $ | 106,614 | | $ | 3,384 | | $ | — | | $ | — | | $ | 109,998 | |
End of period | | $ | 93,796 | | $ | 7,908 | | $ | — | | $ | — | | $ | 101,704 | |
| |
| |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Unaudited Supplemental Condensed Consolidating Statement of Cash Flow | |
| | For the Nine Months Ended September 30, 2013 (in thousands) | |
| | | | | Guarantor | | Non Guarantor | | Elimination | | Consolidated | |
| | CCS | | Subsidiaries | | Subsidiaries | | Entries | | CCS | |
| | | | | | | | | | | | | | | | |
Net cash used in operating activities | | $ | -965 | | $ | -52,278 | | $ | 674 | | $ | — | | $ | -52,569 | |
Net cash used in investing activities | | $ | -81,006 | | $ | -15,476 | | $ | — | | $ | 81,006 | | $ | -15,476 | |
Financing activities | | | | | | | | | | | | | | | | |
Borrowings under revolving credit facilities | | $ | 26,671 | | $ | — | | $ | — | | $ | — | | $ | 26,671 | |
Payments on revolving credit facilities | | | -47,044 | | | — | | | — | | | — | | | -47,044 | |
Proceeds from issuance of notes payable | | | — | | | 1,500 | | | — | | | — | | | 1,500 | |
Principal payments | | | — | | | -12,833 | | | — | | | — | | | -12,833 | |
Net proceeds from issuances of common stock | | | 223,729 | | | — | | | — | | | — | | | 223,729 | |
Payments from (and advances to) parent/subsidiary | | | — | | | 82,303 | | | -1,297 | | | -81,006 | | | — | |
Contributions from members | | | 1,500 | | | — | | | — | | | — | | | 1,500 | |
Distributions to members | | | -3,830 | | | — | | | — | | | — | | | -3,830 | |
Distributions to noncontrolling interest | | | -257 | | | — | | | — | | | — | | | -257 | |
Net cash provided by financing activities | | $ | 200,769 | | $ | 70,970 | | $ | -1,297 | | $ | -81,006 | | $ | 189,436 | |
Net increase (decrease) in cash and cash equivalents | | $ | 118,798 | | $ | 3,216 | | $ | -623 | | $ | — | | $ | 121,391 | |
Cash and cash equivalents | | | | | | | | | | | | | | | | |
Beginning of period | | $ | 4,146 | | $ | 211 | | $ | 623 | | $ | — | | $ | 4,980 | |
End of period | | $ | 122,944 | | $ | 3,427 | | $ | — | | $ | — | | $ | 126,371 | |
| |
| |
| |
| |
| |
| |