Supplemental Guarantor Information

9 Months Ended

Sep. 30, 2019

Supplemental Guarantor Information [Abstract]

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 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

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		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

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	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