Supplemental Guarantor Information

6 Months Ended

Jun. 30, 2019

Supplemental Guarantor Information [Abstract]

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:

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	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

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	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