Supplemental Guarantor Information |
23. Supplemental Guarantor Information
The Existing 6.875% Notes and the Existing 5.875% 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 as “Guarantors”).
Each of the May 2014 Indenture governing the Existing 6.875% Notes, and the May 2017 Indenture governing the Existing 5.875% 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 applicable Indenture), which sale, transfer, exchange or other disposition does not constitute an “Asset Sale” (as defined in the applicable Indenture) 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 applicable 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 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 applicable Indenture), 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 the February 2015 exchange offer for the Initial Exchange Notes, the October 2015 exchange offer for the October 2015 Exchange Notes, the April 2017 exchange offer for the April 2017 Exchange Notes, and the December exchange offer for the December 2017 Exchange Notes, 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:
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Supplemental Condensed Consolidated Balance Sheet
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As of December 31, 2018 (in thousands)
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|
|
|
|
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)
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|
|
—
|
Inventories
|
|
|
—
|
|
|
1,848,243
|
|
|
—
|
|
|
|
|
|
1,848,243
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Mortgage loans held for sale
|
|
|
—
|
|
|
—
|
|
|
114,074
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|
|
|
|
|
114,074
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Prepaid expenses and other assets
|
|
|
51,177
|
|
|
85,224
|
|
|
2,316
|
|
|
|
|
|
138,717
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Deferred tax assets, net
|
|
|
13,763
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|
|
—
|
|
|
—
|
|
|
|
|
|
13,763
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Property and equipment, net
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|
13,274
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|
|
18,989
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|
|
995
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|
|
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|
|
33,258
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Amortizable intangible assets, net
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—
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|
|
5,095
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|
|
—
|
|
|
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|
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5,095
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Goodwill
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—
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30,395
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|
|
—
|
|
|
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|
30,395
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Total assets
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|
$
|
1,913,970
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|
$
|
2,021,815
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|
$
|
145,926
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|
$
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(1,827,456)
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$
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2,254,255
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Liabilities and stockholders’ equity
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Liabilities:
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Accounts payable
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$
|
623
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|
|
88,627
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|
|
657
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|
|
—
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|
$
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89,907
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Accrued expenses and other liabilities
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75,506
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131,548
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|
|
6,103
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|
|
—
|
|
|
213,157
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Notes payable
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|
|
775,982
|
|
|
8,795
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|
|
—
|
|
|
—
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|
|
784,777
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Revolving line of credit
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|
202,500
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|
|
—
|
|
|
—
|
|
|
—
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|
|
202,500
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Mortgage repurchase facilities
|
|
|
—
|
|
|
—
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|
|
104,555
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|
|
—
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|
|
104,555
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Total liabilities
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|
|
1,054,611
|
|
|
228,970
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|
|
111,315
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|
|
—
|
|
|
1,394,896
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Stockholders’ equity:
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|
859,359
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|
|
1,792,845
|
|
|
34,611
|
|
|
(1,827,456)
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|
|
859,359
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Total liabilities and stockholders’ equity
|
|
$
|
1,913,970
|
|
$
|
2,021,815
|
|
$
|
145,926
|
|
$
|
(1,827,456)
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|
$
|
2,254,255
|
|
|
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|
|
|
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|
|
|
|
|
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Supplemental Condensed Consolidated Balance Sheet
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As of December 31, 2017 (in thousands)
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|
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Guarantor
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Non Guarantor
|
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Elimination
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Consolidated
|
|
|
Century
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Entries
|
|
Century
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Cash and cash equivalents
|
|
$
|
56,234
|
|
$
|
23,399
|
|
$
|
9,199
|
|
$
|
—
|
|
$
|
88,832
|
Cash held in escrow
|
|
|
—
|
|
|
37,088
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|
|
635
|
|
|
—
|
|
|
37,723
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Accounts receivable
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|
|
3,124
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|
|
9,944
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|
|
(69)
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|
|
—
|
|
|
12,999
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Investment in consolidated subsidiaries
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|
1,434,619
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|
|
—
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|
|
—
|
|
|
(1,434,619)
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|
|
—
|
Inventories
|
|
|
—
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|
|
1,390,354
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|
|
—
|
|
|
—
|
|
|
1,390,354
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Mortgage loans held for sale
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|
—
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|
|
—
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|
52,327
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|
|
—
|
|
|
52,327
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Prepaid expenses and other assets
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|
|
3,028
|
|
|
57,273
|
|
|
511
|
|
|
—
|
|
|
60,812
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Deferred tax assets, net
|
|
|
5,555
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|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,555
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Property and equipment, net
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|
11,694
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|
15,683
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|
|
534
|
|
|
—
|
|
|
27,911
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Investment in unconsolidated subsidiaries
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|
28,208
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|
|
—
|
|
|
—
|
|
|
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|
28,208
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Amortizable intangible assets, net
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|
|
—
|
|
|
2,938
|
|
|
—
|
|
|
—
|
|
|
2,938
|
Goodwill
|
|
|
—
|
|
|
27,363
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|
|
—
|
|
|
—
|
|
|
27,363
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Total assets
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|
$
|
1,542,462
|
|
$
|
1,564,042
|
|
$
|
63,137
|
|
$
|
(1,434,619)
|
|
$
|
1,735,022
|
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
1,452
|
|
$
|
23,057
|
|
$
|
322
|
|
$
|
—
|
|
$
|
24,831
|
Accrued expenses and other liabilities
|
|
|
31,814
|
|
|
117,070
|
|
|
1,472
|
|
|
—
|
|
|
150,356
|
Deferred tax liability
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
Notes payable
|
|
|
773,963
|
|
|
2,320
|
|
|
—
|
|
|
—
|
|
|
776,283
|
Revolving line of credit
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
Mortgage repurchase facilities
|
|
|
—
|
|
|
—
|
|
|
48,319
|
|
|
—
|
|
|
48,319
|
Total liabilities
|
|
|
807,229
|
|
|
142,447
|
|
|
50,113
|
|
|
—
|
|
|
999,789
|
Stockholders’ equity:
|
|
|
735,233
|
|
|
1,421,595
|
|
|
13,024
|
|
|
(1,434,619)
|
|
|
735,233
|
Total liabilities and stockholders’ equity
|
|
$
|
1,542,462
|
|
$
|
1,564,042
|
|
$
|
63,137
|
|
$
|
(1,434,619)
|
|
$
|
1,735,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Condensed Consolidated Statement of Operations
|
|
For the Year Ended December 31, 2018 (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
Non Guarantor
|
|
Elimination
|
|
Consolidated
|
|
|
Century
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Entries
|
|
CCS
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Homebuilding revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home sales revenues
|
|
$
|
—
|
|
$
|
2,110,058
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,110,058
|
Land sales and other revenues
|
|
|
—
|
|
|
5,631
|
|
|
—
|
|
|
—
|
|
|
5,631
|
|
|
|
—
|
|
|
2,115,689
|
|
|
—
|
|
|
—
|
|
|
2,115,689
|
Financial services revenue
|
|
|
—
|
|
|
—
|
|
|
31,724
|
|
|
—
|
|
|
31,724
|
Total revenues
|
|
|
—
|
|
|
2,115,689
|
|
|
31,724
|
|
|
—
|
|
|
2,147,413
|
Homebuilding cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of homes sales revenues
|
|
|
—
|
|
|
(1,741,619)
|
|
|
—
|
|
|
—
|
|
|
(1,741,619)
|
Cost of land sales and other revenues
|
|
|
—
|
|
|
(3,832)
|
|
|
—
|
|
|
—
|
|
|
(3,832)
|
|
|
|
—
|
|
|
(1,745,451)
|
|
|
—
|
|
|
—
|
|
|
(1,745,451)
|
Financial services costs
|
|
|
—
|
|
|
—
|
|
|
(22,958)
|
|
|
—
|
|
|
(22,958)
|
Selling, general and administrative
|
|
|
(70,578)
|
|
|
(193,403)
|
|
|
—
|
|
|
—
|
|
|
(263,981)
|
Acquisition expense
|
|
|
(437)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(437)
|
Equity in earnings from consolidated subsidiaries
|
|
|
138,746
|
|
|
—
|
|
|
—
|
|
|
(138,746)
|
|
|
—
|
Equity in income of unconsolidated subsidiaries
|
|
|
14,849
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,849
|
Other income (expense)
|
|
|
(299)
|
|
|
(606)
|
|
|
—
|
|
|
—
|
|
|
(905)
|
Income before income tax expense
|
|
|
82,281
|
|
|
176,229
|
|
|
8,766
|
|
|
(138,746)
|
|
|
128,530
|
Income tax expense
|
|
|
14,174
|
|
|
(44,057)
|
|
|
(2,192)
|
|
|
—
|
|
|
(32,075)
|
Net income
|
|
$
|
96,455
|
|
$
|
132,172
|
|
$
|
6,574
|
|
$
|
(138,746)
|
|
$
|
96,455
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Condensed Consolidated Statement of Operations
|
|
For the Year Ended December 31, 2017 (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
Non Guarantor
|
|
Elimination
|
|
Consolidated
|
|
|
Century
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Entries
|
|
Century
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Homebuilding revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home sales revenues
|
|
$
|
—
|
|
$
|
1,405,443
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,405,443
|
Land sales and other revenues
|
|
|
—
|
|
|
8,503
|
|
|
—
|
|
|
—
|
|
|
8,503
|
|
|
|
—
|
|
|
1,413,946
|
|
|
—
|
|
|
—
|
|
|
1,413,946
|
Financial services revenue
|
|
|
—
|
|
|
—
|
|
|
9,853
|
|
|
—
|
|
|
9,853
|
Total revenues
|
|
|
—
|
|
|
1,413,946
|
|
|
9,853
|
|
|
—
|
|
|
1,423,799
|
Homebuilding cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of homes sales revenues
|
|
|
—
|
|
|
(1,153,359)
|
|
|
—
|
|
|
—
|
|
|
(1,153,359)
|
Cost of land sales and other revenues
|
|
|
—
|
|
|
(6,516)
|
|
|
—
|
|
|
—
|
|
|
(6,516)
|
|
|
|
—
|
|
|
(1,159,875)
|
|
|
—
|
|
|
—
|
|
|
(1,159,875)
|
Financial services costs
|
|
|
—
|
|
|
—
|
|
|
(8,664)
|
|
|
—
|
|
|
(8,664)
|
Selling, general and administrative
|
|
|
(49,072)
|
|
|
(127,232)
|
|
|
—
|
|
|
—
|
|
|
(176,304)
|
Acquisition expense
|
|
|
(9,905)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,905)
|
Equity in earnings from consolidated subsidiaries
|
|
|
84,425
|
|
|
—
|
|
|
—
|
|
|
(84,425)
|
|
|
—
|
Equity in income from unconsolidated subsidiaries
|
|
|
12,176
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,176
|
Other income (expense)
|
|
|
1,080
|
|
|
1,820
|
|
|
37
|
|
|
—
|
|
|
2,937
|
Income before income tax expense
|
|
|
38,704
|
|
|
128,659
|
|
|
1,226
|
|
|
(84,425)
|
|
|
84,164
|
Income tax expense
|
|
|
11,591
|
|
|
(45,031)
|
|
|
(429)
|
|
|
—
|
|
|
(33,869)
|
Net income
|
|
$
|
50,295
|
|
$
|
83,628
|
|
$
|
797
|
|
$
|
(84,425)
|
|
$
|
50,295
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Condensed Consolidated Statement of Operations
|
|
For the Year Ended December 31, 2016 (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
Non Guarantor
|
|
Elimination
|
|
Consolidated
|
|
|
Century
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Entries
|
|
Century
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Homebuilding revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home sales revenues
|
|
$
|
—
|
|
$
|
978,733
|
|
$
|
—
|
|
$
|
—
|
|
$
|
978,733
|
Land sales and other revenues
|
|
|
—
|
|
|
15,707
|
|
|
—
|
|
|
—
|
|
|
15,707
|
|
|
|
—
|
|
|
994,440
|
|
|
—
|
|
|
—
|
|
|
994,440
|
Financial services revenue
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
Total revenues
|
|
|
—
|
|
|
994,440
|
|
|
—
|
|
|
—
|
|
|
994,440
|
Homebuilding cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of homes sales revenues
|
|
|
—
|
|
|
(786,127)
|
|
|
—
|
|
|
—
|
|
|
(786,127)
|
Cost of land sales and other revenues
|
|
|
—
|
|
|
(14,217)
|
|
|
—
|
|
|
—
|
|
|
(14,217)
|
|
|
|
—
|
|
|
(800,344)
|
|
|
—
|
|
|
—
|
|
|
(800,344)
|
Financial services costs
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
Selling, general and administrative
|
|
|
(25,674)
|
|
|
(96,235)
|
|
|
(315)
|
|
|
—
|
|
|
(122,224)
|
Acquisition expense
|
|
|
(490)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(490)
|
Equity in earnings from consolidated subsidiaries
|
|
|
64,297
|
|
|
—
|
|
|
—
|
|
|
(64,297)
|
|
|
—
|
Equity in income from unconsolidated subsidiaries
|
|
|
191
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
191
|
Other income (expense)
|
|
|
34
|
|
|
1,542
|
|
|
—
|
|
|
—
|
|
|
1,576
|
Income before income tax expense
|
|
|
38,358
|
|
|
99,403
|
|
|
(315)
|
|
|
(64,297)
|
|
|
73,149
|
Income tax expense
|
|
|
11,182
|
|
|
(34,791)
|
|
|
—
|
|
|
—
|
|
|
(23,609)
|
Net income
|
|
$
|
49,540
|
|
$
|
64,612
|
|
$
|
(315)
|
|
$
|
(64,297)
|
|
$
|
49,540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Condensed Consolidated Statement of Cash Flows
|
|
|
For the Year Ended December 31, 2018 (in thousands)
|
|
|
|
|
|
Guarantor
|
|
Non Guarantor
|
|
Elimination
|
|
Consolidated
|
|
|
Century
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Entries
|
|
Century
|
Net cash provided by/(used in) operating activities
|
|
$
|
(74,074)
|
|
$
|
(71,532)
|
|
$
|
(49,972)
|
|
$
|
—
|
|
$
|
(195,578)
|
Net cash used in investing activities
|
|
$
|
(98,523)
|
|
$
|
(170,862)
|
|
$
|
(461)
|
|
$
|
226,310
|
|
$
|
(43,536)
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings under revolving credit facilities
|
|
$
|
721,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
721,000
|
Payments on revolving credit facilities
|
|
|
(518,500)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(518,500)
|
Net proceeds on mortgage repurchase facility
|
|
|
—
|
|
|
—
|
|
|
56,236
|
|
|
—
|
|
|
56,236
|
Proceeds from insurance notes payable
|
|
|
—
|
|
|
11,839
|
|
|
—
|
|
|
—
|
|
|
11,839
|
Extinguishments of debt assumed in business combination
|
|
|
(94,231)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94,231)
|
Principal payments on notes payable
|
|
|
(9)
|
|
|
(5,362)
|
|
|
—
|
|
|
—
|
|
|
(5,371)
|
Debt issuance costs
|
|
|
(3,642)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,642)
|
Issuance of common stock - taxes for vesting
|
|
|
(5,484)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,484)
|
Repurchases of common stock under our stock repurchase program
|
|
|
30,947
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,947
|
Repurchases of common stock upon vesting of stock based compensation
|
|
|
(10,952)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,952)
|
Payments from (and advances to) parent/subsidiary
|
|
|
(583)
|
|
|
211,879
|
|
|
15,014
|
|
|
(226,310)
|
|
|
—
|
Net cash provided by (used in) financing activities
|
|
$
|
118,546
|
|
$
|
218,356
|
|
$
|
71,250
|
|
$
|
(226,310)
|
|
$
|
181,842
|
Net increase (decrease)
|
|
$
|
(54,051)
|
|
$
|
(24,038)
|
|
$
|
20,817
|
|
$
|
—
|
|
$
|
(57,272)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents and restricted cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
$
|
56,234
|
|
$
|
28,044
|
|
$
|
9,435
|
|
$
|
—
|
|
$
|
93,713
|
End of period
|
|
$
|
2,183
|
|
$
|
4,006
|
|
$
|
30,252
|
|
$
|
—
|
|
$
|
36,441
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
2,183
|
|
$
|
2,101
|
|
$
|
28,618
|
|
$
|
—
|
|
$
|
32,902
|
Restricted Cash
|
|
|
—
|
|
|
1,905
|
|
|
1,634
|
|
|
—
|
|
|
3,539
|
Cash and cash equivalents and restricted cash
|
|
$
|
2,183
|
|
$
|
4,006
|
|
$
|
30,252
|
|
$
|
—
|
|
$
|
36,441
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Condensed Consolidated Statement of Cash Flows
|
|
|
For the Year Ended December 31, 2017 (in thousands)
|
|
|
|
|
|
Guarantor
|
|
Non Guarantor
|
|
Elimination
|
|
Consolidated
|
|
|
Century
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Entries
|
|
Century
|
Net cash provided by/(used in) operating activities
|
|
$
|
(27,787)
|
|
$
|
(33,169)
|
|
$
|
(50,316)
|
|
$
|
—
|
|
$
|
(111,272)
|
Net cash used in investing activities
|
|
$
|
(456,299)
|
|
$
|
(118,583)
|
|
$
|
(513)
|
|
$
|
440,949
|
|
$
|
(134,446)
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
Borrowings under revolving credit facilities
|
|
$
|
175,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
175,000
|
Payments on revolving credit facilities
|
|
|
(370,000)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(370,000)
|
Proceeds from issuance of senior notes
|
|
|
527,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
527,500
|
Proceeds from insurance notes payable
|
|
|
—
|
|
|
2,320
|
|
|
—
|
|
|
—
|
|
|
2,320
|
Extinguishments of debt assumed in business combination
|
|
|
—
|
|
|
(151,919)
|
|
|
—
|
|
|
—
|
|
|
(151,919)
|
Principal payments on notes payable
|
|
|
—
|
|
|
(6,998)
|
|
|
—
|
|
|
—
|
|
|
(6,998)
|
Debt issuance costs
|
|
|
(8,579)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,579)
|
Repurchases of common stock upon vesting of restricted stock awards
|
|
|
(5,231)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,231)
|
Payments from (and advances to) parent/subsidiary
|
|
|
108,930
|
|
|
326,242
|
|
|
5,777
|
|
|
(440,949)
|
|
|
—
|
Net proceeds from mortgage repurchase facilities
|
|
|
—
|
|
|
—
|
|
|
48,320
|
|
|
—
|
|
|
48,320
|
Net proceeds from issuances of common stock
|
|
|
98,063
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98,063
|
Net cash provided by financing activities
|
|
|
525,683
|
|
$
|
169,645
|
|
$
|
54,097
|
|
$
|
(440,949)
|
|
|
308,476
|
Net increase (decrease)
|
|
|
41,597
|
|
$
|
17,893
|
|
$
|
3,268
|
|
$
|
—
|
|
|
62,758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents and restricted cash
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
$
|
14,637
|
|
$
|
10,151
|
|
$
|
6,167
|
|
$
|
—
|
|
$
|
30,955
|
End of period
|
|
|
56,234
|
|
$
|
28,044
|
|
$
|
9,435
|
|
$
|
—
|
|
|
93,713
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
56,234
|
|
$
|
23,399
|
|
$
|
9,199
|
|
$
|
—
|
|
$
|
88,832
|
Restricted Cash
|
|
|
—
|
|
|
4,645
|
|
|
236
|
|
|
—
|
|
|
4,881
|
Cash and cash equivalents and Restricted cash
|
|
$
|
56,234
|
|
$
|
28,044
|
|
$
|
9,435
|
|
$
|
—
|
|
$
|
93,713
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Condensed Consolidated Statement of Cash Flows
|
|
|
For the Year Ended December 31, 2016 (in thousands)
|
|
|
|
|
|
Guarantor
|
|
Non Guarantor
|
|
Elimination
|
|
Consolidated
|
|
|
Century
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Entries
|
|
Century
|
Net cash used in operating activities
|
|
$
|
(16,138)
|
|
|
(27,978)
|
|
|
(575)
|
|
|
—
|
|
|
(44,691)
|
Net cash used in investing activities
|
|
|
(58,032)
|
|
|
(5,585)
|
|
|
(23)
|
|
|
40,439
|
|
|
(23,201)
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings under revolving credit facilities
|
|
$
|
220,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
220,000
|
Payments on revolving credit facilities
|
|
|
(160,000)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(160,000)
|
Proceeds from issuance of senior notes
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
Proceeds from insurance premium notes and other
|
|
|
—
|
|
|
11,612
|
|
|
—
|
|
|
—
|
|
|
11,612
|
Repurchases of common stock under our stock repurchase program
|
|
|
(2,393)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,393)
|
Principal payments on notes payable
|
|
|
—
|
|
|
(9,217)
|
|
|
—
|
|
|
—
|
|
|
(9,217)
|
Debt issuance costs
|
|
|
(1,156)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,156)
|
Repurchases of common stock upon vesting of restricted stock awards
|
|
|
(1,015)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,015)
|
Payments from (and advances to) parent/subsidiary
|
|
|
—
|
|
|
33,674
|
|
|
6,765
|
|
|
(40,439)
|
|
|
—
|
Net proceeds from mortgage credit facility
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
Net proceeds from issuances of common stock
|
|
|
11,369
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,369
|
Net cash provided by financing activities
|
|
$
|
66,805
|
|
|
36,069
|
|
|
6,765
|
|
|
(40,439)
|
|
|
69,200
|
Net decrease in cash and cash equivalents
|
|
$
|
(7,365)
|
|
|
2,506
|
|
|
6,167
|
|
|
—
|
|
|
1,308
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
$
|
22,002
|
|
|
7,645
|
|
|
—
|
|
|
—
|
|
|
29,647
|
End of period
|
|
$
|
14,637
|
|
|
10,151
|
|
|
6,167
|
|
|
—
|
|
|
30,955
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
14,637
|
|
|
8,646
|
|
|
6,167
|
|
|
—
|
|
|
29,450
|
Restricted Cash
|
|
|
—
|
|
|
1,505
|
|
|
—
|
|
|
—
|
|
|
1,505
|
Cash and cash equivalents and restricted cash
|
|
|
14,637
|
|
|
10,151
|
|
|
6,167
|
|
|
—
|
|
|
30,955
|
|