Supplemental Guarantor Information

3 Months Ended

Mar. 31, 2020

Supplemental Guarantor Information [Abstract]

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:

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	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

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		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

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	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