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Century Communities, Inc. - Quarter Report: 2022 June (Form 10-Q)

ccs-20220630x10q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

or

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-36491

Century Communities, Inc.

(Exact name of registrant as specified in its charter)

Delaware

68-0521411

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

8390 East Crescent Parkway, Suite 650
Greenwood Village, CO

80111

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code): (303770-8300

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.01 per share

CCS

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

x

Accelerated filer

o

Non-accelerated filer

o  

Smaller reporting company

o

Emerging growth company

¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x

On July 22, 2022, 32,273,160 shares of common stock, par value $0.01 per share, of the registrant were outstanding.  


CENTURY COMMUNITIES, INC.

FORM 10-Q

For the Three and Six Months Ended June 30, 2022

Index

Page No.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021 (audited)

3

Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021

4

Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021

5

Unaudited Condensed Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended June 30, 2022 and 2021

6

Notes to the Unaudited Condensed Consolidated Financial Statements

7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

Item 3. Quantitative and Qualitative Disclosures About Market Risk

38

Item 4. Controls and Procedures

38

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

39

Item 1A. Risk Factors

39

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

39

Item 3. Defaults Upon Senior Securities

39

Item 4. Mine Safety Disclosures

39

Item 5. Other Information

39

Item 6. Exhibits

40

Signatures

41

2


PART I – FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS.

Century Communities, Inc.

Condensed Consolidated Balance Sheets

As of June 30, 2022 and December 31, 2021

(in thousands, except share and per share amounts)

 

June 30,

December 31,

2022

2021

Assets

(unaudited)

(audited)

Cash and cash equivalents

$

78,011

$

316,310

Cash held in escrow

82,494

52,297

Accounts receivable

58,755

41,932

Inventories

3,002,338

2,456,614

Mortgage loans held for sale

216,367

353,063

Prepaid expenses and other assets

257,715

200,087

Property and equipment, net

27,304

24,939

Deferred tax assets, net

19,356

21,239

Goodwill

30,395

30,395

Total assets

$

3,772,735

$

3,496,876

Liabilities and stockholders' equity

Liabilities:

Accounts payable

$

117,390

$

84,679

Accrued expenses and other liabilities

344,549

316,877

Notes payable

1,009,631

998,936

Revolving line of credit

141,000

Mortgage repurchase facilities

209,001

331,876

Total liabilities

1,821,571

1,732,368

Stockholders' equity:

Preferred stock, $0.01 par value, 50,000,000 shares authorized, none outstanding

Common stock, $0.01 par value, 100,000,000 shares authorized, 32,273,160 and 33,760,940 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively

323

338

Additional paid-in capital

596,727

697,845

Retained earnings

1,354,114

1,066,325

Total stockholders' equity

1,951,164

1,764,508

Total liabilities and stockholders' equity

$

3,772,735

$

3,496,876

See Notes to Unaudited Condensed Consolidated Financial Statements

3


Century Communities, Inc.

Unaudited Condensed Consolidated Statements of Operations

For the Three and Six Months Ended June 30, 2022 and 2021

(in thousands, except share and per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

2022

2021

2022

2021

Revenues

Homebuilding revenues

Home sales revenues

$

1,134,535

$

1,004,789

$

2,122,950

$

1,964,068

Land sales and other revenues

8,810

8,258

10,440

23,928

Total homebuilding revenues

1,143,345

1,013,047

2,133,390

1,987,996

Financial services revenues

22,797

29,865

49,102

63,485

Total revenues

1,166,142

1,042,912

2,182,492

2,051,481

Homebuilding cost of revenues

Cost of home sales revenues

(814,895)

(764,668)

(1,523,968)

(1,521,175)

Cost of land sales and other revenues

(8,012)

(7,000)

(8,858)

(17,020)

Total homebuilding cost of revenues

(822,907)

(771,668)

(1,532,826)

(1,538,195)

Financial services costs

(14,186)

(18,168)

(29,340)

(36,469)

Selling, general and administrative

(109,158)

(99,656)

(210,797)

(191,807)

Inventory impairment and other

(41)

(41)

Other income (expense)

(6,243)

(1,245)

(7,105)

(1,786)

Income before income tax expense

213,648

152,134

402,424

283,183

Income tax expense

(54,980)

(34,224)

(101,260)

(63,621)

Net income

$

158,668

$

117,910

$

301,164

$

219,562

Earnings per share:

Basic

$

4.83

$

3.49

$

9.08

$

6.52

Diluted

$

4.78

$

3.47

$

8.97

$

6.47

Weighted average common shares outstanding:

Basic

32,839,402

33,738,586

33,183,097

33,651,727

Diluted

33,227,383

33,956,638

33,582,900

33,920,939

See Notes to Unaudited Condensed Consolidated Financial Statements

4


Century Communities, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2022 and 2021

(in thousands)

Six Months Ended June 30,

2022

2021

Operating activities

Net income

$

301,164

$

219,562

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Depreciation and amortization

5,352

5,655

Stock-based compensation expense

9,791

7,212

Fair value of mortgage loans held for sale and other

5,322

3,359

Inventory impairment and other

41

Deferred income taxes

1,883

(5,942)

Loss on disposition of assets

1,067

804

Changes in assets and liabilities:

Cash held in escrow

(30,197)

(14,491)

Accounts receivable

(15,624)

(8,505)

Inventories

(493,618)

(56,779)

Mortgage loans held for sale

128,114

42,659

Prepaid expenses and other assets

(23,572)

(25,694)

Accounts payable

32,466

(27,103)

Accrued expenses and other liabilities

(25,035)

2,643

Net cash (used in) provided by operating activities

(102,887)

143,421

Investing activities

Purchases of property and equipment

(8,785)

(4,405)

Expenditures related to development of rental properties

(13,618)

Other investing activities

(2,879)

54

Net cash used in investing activities

(25,282)

(4,351)

Financing activities

Borrowings under revolving credit facilities

571,000

Payments on revolving credit facilities

(430,000)

Proceeds from issuance of insurance premium notes and other

18,031

9,477

Principal payments on insurance premium notes and other

(9,043)

(3,854)

Net payments for mortgage repurchase facilities

(122,875)

(99,274)

Withholding of common stock upon vesting of stock-based compensation awards

(12,735)

(13,726)

Repurchases of common stock under stock repurchase program

(98,305)

Dividend payments

(13,225)

(5,065)

Other financing activities

879

(34)

Net cash used in financing activities

(96,273)

(112,476)

Net (decrease) increase

$

(224,442)

$

26,594

Cash and cash equivalents and Restricted cash

Beginning of period

322,241

398,081

End of period

$

97,799

$

424,675

Supplemental cash flow disclosure

Cash paid for income taxes

$

117,476

$

78,909

Cash and cash equivalents and Restricted cash

Cash and cash equivalents

$

78,011

$

419,416

Restricted cash (Note 5)

19,788

5,259

Cash and cash equivalents and Restricted cash

$

97,799

$

424,675

See Notes to Unaudited Condensed Consolidated Financial Statements

5


Century Communities, Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

For the Three and Six Months Ended June 30, 2022 and 2021

(in thousands)

For the Three Months Ended June 30, 2022 and 2021

Common Stock

Shares

Amount

Additional Paid-In Capital

Retained Earnings

Total Stockholders' Equity

Balance at March 31, 2022

33,038

$

330

$

627,447

$

1,202,085

$

1,829,862

Vesting of stock-based compensation awards

36

Withholding of common stock upon vesting of stock-based compensation awards

(10)

(598)

(598)

Repurchases of common stock

(791)

(7)

(35,920)

(35,927)

Stock-based compensation expense

5,727

5,727

Cash dividends declared and dividend equivalents

71

(6,639)

(6,568)

Net income

158,668

158,668

Balance at June 30, 2022

32,273

$

323

$

596,727

$

1,354,114

$

1,951,164

Balance at March 31, 2021

33,708

$

337

$

688,009

$

684,823

$

1,373,169

Vesting of stock-based compensation awards

74

1

(1)

Withholding of common stock upon vesting of stock-based compensation awards

(21)

(1,549)

(1,549)

Stock-based compensation expense

4,193

4,193

Cash dividends declared and dividend equivalents

55

(5,120)

(5,065)

Net income

117,910

117,910

Balance at June 30, 2021

33,761

$

338

$

690,707

$

797,613

$

1,488,658

For the Six Months Ended June 30, 2022 and 2021

Common Stock

Shares

Amount

Additional Paid-In Capital

Retained Earnings

Total Stockholders' Equity

Balance at December 31, 2021

33,761

$

338

$

697,845

$

1,066,325

$

1,764,508

Vesting of stock-based compensation awards

516

5

(5)

Withholding of common stock upon vesting of stock-based compensation awards

(200)

(2)

(12,733)

(12,735)

Repurchases of common stock

(1,804)

(18)

(98,287)

(98,305)

Stock-based compensation expense

9,791

9,791

Cash dividends declared and dividend equivalents

150

(13,375)

(13,225)

Other

(34)

(34)

Net income

301,164

301,164

Balance at June 30, 2022

32,273

$

323

$

596,727

$

1,354,114

$

1,951,164

Balance at December 31, 2020

33,351

$

334

$

697,200

$

583,171

$

1,280,705

Vesting of stock-based compensation awards

675

7

(7)

Withholding of common stock upon vesting of stock-based compensation awards

(265)

(3)

(13,723)

(13,726)

Stock-based compensation expense

7,212

7,212

Cash dividends declared and dividend equivalents

55

(5,120)

(5,065)

Other

(30)

(30)

Net income

219,562

219,562

Balance at June 30, 2021

33,761

$

338

$

690,707

$

797,613

$

1,488,658

See Notes to Unaudited Condensed Consolidated Financial Statements


6


Century Communities, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2022

1. Basis of Presentation

Century Communities, Inc. (which we refer to as “we,” “CCS,” or the “Company”), together with its subsidiaries, is engaged in the development, design, construction, marketing and sale of single-family attached and detached homes in 17 states. In many of our projects, in addition to building homes, we are responsible for the entitlement and development of the underlying land. We build and sell homes under our Century Communities and Century Complete brands. Our Century Communities brand targets a wide range of buyer profiles including: entry-level, first and second time move-up, and lifestyle homebuyers, and provides our homebuyers with the ability to personalize their homes through certain option and upgrade opportunities. Our Century Complete brand targets entry-level homebuyers, primarily sells homes through retail studios and the internet, and generally provides no option or upgrade opportunities. We now have six states where both Century brands have a presence, and we believe there are more opportunities for increased penetration within our over 45 high-growth markets to enable both brands to benefit from increased scale and enhanced operational efficiencies.

Our homebuilding operations are organized into the following five reportable segments: West, Mountain, Texas, Southeast, and Century Complete. Our indirect wholly-owned subsidiaries, Inspire Home Loans Inc., Parkway Title, LLC, and IHL Home Insurance Agency, LLC, which provide mortgage, title, and insurance services, respectively, primarily to our homebuyers, have been identified as our Financial Services segment. Additionally, our wholly owned subsidiary, Century Living, LLC, is engaged in the development, construction and management of multi-family rental properties, primarily in Colorado, with the intent to dispose of properties shortly after achieving stabilized rental operations.  Century Living, LLC is included in our Corporate segment.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (which we refer to as “GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (which we refer to as the “SEC”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation of our financial position and results of operations for the periods presented. Interim results of operations are not necessarily indicative of the results that may be achieved for the full year. The financial statements and related notes do not include all information and footnotes required by GAAP and should be read in conjunction with the consolidated financial statements for the year ended December 31, 2021, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 that was filed with the SEC on February 3, 2022.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company, as well as all subsidiaries in which we have a controlling interest, and variable interest entities for which the Company is deemed to be the primary beneficiary. We do not have any variable interest entities in which we are deemed the primary beneficiary. All intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.

2. Reporting Segments

Our homebuilding operations are engaged in the development, design, construction, marketing and sale of single-family attached and detached homes in 17 states. We build and sell homes under our Century Communities and Century Complete brands. Our Century Communities brand is managed by geographic location, and each of our four geographic regions offers a wide range of buyer profiles including: entry-level, first and second time move-up, and lifestyle homebuyers, and provides our homebuyers with the ability to personalize their homes through certain option and upgrade selections. Each of our four geographic regions is considered a separate operating segment. Our Century Complete brand targets entry-level homebuyers, primarily sells homes through retail studios and the internet, and generally provides no option or upgrade selections. Our Century Complete brand currently has operations in 11 states and is managed separately from our four geographic regions. Accordingly, it is considered a separate operating segment.

7


The management of our four Century Communities geographic regions and Century Complete reports to our chief operating decision makers (which we refer to as “CODMs”), the Co-Chief Executive Officers of our Company. The CODMs review the results of our operations, including total revenue and income before income tax expense to determine profitability and to allocate resources. Accordingly, we have presented our homebuilding operations as the following five reportable segments:

 

West (California and Washington)

Mountain (Arizona, Colorado, Nevada, and Utah)

Texas

Southeast (Florida, Georgia, North Carolina, South Carolina, and Tennessee)

Century Complete (Alabama, Arizona, Florida, Georgia, Indiana, Kentucky, Michigan, North Carolina, Ohio, South Carolina, and Texas)

We have identified our Financial Services operations, which provide mortgage, title, and insurance services to our homebuyers, as a sixth reportable segment. Our Corporate operations are a non-operating segment, as they serve to support our homebuilding, and to a lesser extent our Financial Services operations, through functions, such as our executive, finance, treasury, human resources, accounting and legal departments.

Additionally, our wholly owned subsidiary, Century Living, LLC, is engaged in the development, construction and management of multi-family rental properties, primarily in Colorado, with the intent to dispose of properties shortly after achieving stabilized rental operations. Century Living, LLC is included in our Corporate segment. 

The following table summarizes total revenue and income (loss) before income tax expense by segment (in thousands):

 

Three Months Ended June 30,

Six Months Ended June 30,

2022

2021

2022

2021

Revenue:

West

$

293,839

$

237,367

$

556,548

$

423,193

Mountain

283,002

295,001

564,362

600,314

Texas

122,864

132,789

247,441

220,524

Southeast

180,556

168,519

330,157

388,925

Century Complete

263,084

179,371

434,882

355,040

Financial Services

22,797

29,865

49,102

63,485

Corporate

Total revenue

$

1,166,142

$

1,042,912

$

2,182,492

$

2,051,481

Income (loss) before income tax expense:

West

$

77,945

$

40,903

$

149,187

$

68,364

Mountain

51,500

55,814

108,503

107,794

Texas

25,327

19,139

45,898

27,670

Southeast

38,782

26,096

69,647

49,536

Century Complete

40,134

23,089

64,821

44,819

Financial Services

8,611

11,697

19,762

27,016

Corporate

(28,651)

(24,604)

(55,394)

(42,016)

Total income before income tax expense

$

213,648

$

152,134

$

402,424

$

283,183

The following table summarizes total assets by segment (in thousands):

June 30,

December 31,

2022

2021

West

$

816,300

$

668,830

Mountain

1,083,966

1,008,481

Texas

449,936

322,302

Southeast

439,321

360,644

Century Complete

491,925

371,096

Financial Services

351,300

533,159

Corporate

139,987

232,364

Total assets

$

3,772,735

$

3,496,876

8


Corporate assets primarily include certain cash and cash equivalents, certain property and equipment, costs associated with development of multi-family rental properties, prepaid insurance, and deferred financing costs on our revolving line of credit.

 

3. Inventories

Inventories included the following (in thousands):

June 30,

December 31,

2022

2021

Homes under construction

$

1,556,089

$

1,188,270

Land and land development

1,389,125

1,214,965

Capitalized interest

57,124

53,379

Total inventories

$

3,002,338

$

2,456,614

4. Financial Services

Our Financial Services are principally comprised of our mortgage lending operations, Inspire Home Loans Inc. (which we refer to as “Inspire”). Inspire is a full-service mortgage lender and primarily originates mortgage loans for our homebuyers. Inspire sells substantially all of the loans it originates either as loans with servicing rights released, or with servicing rights retained, in the secondary mortgage market within a short period of time after origination, generally within 30 days. Inspire primarily finances these loans using its mortgage repurchase facilities. Mortgage loans in process for which interest rates were locked by borrowers, or interest rate lock commitments, totaled approximately $222.5 million and $164.3 million at June 30, 2022 and December 31, 2021, respectively, and carried a weighted average interest rate of approximately 5.2% and 3.3%, respectively As of June 30, 2022 and December 31, 2021, Inspire had mortgage loans held for sale with an aggregate fair value of $216.4 million and $353.1 million, respectively, and an aggregate outstanding principal balance of $213.8 million and $342.0 million, respectively. Our net gains on the sale of mortgage loans were $1.5 million and $24.5 million for the three months ended June 30, 2022 and 2021, respectively, and were $2.2 million and $42.5 million for the six months ended June 30, 2022 and 2021, respectively, and are included in financial services revenue on the condensed consolidated statements of operations. Interest rate risks related to these obligations are typically mitigated by the preselling of loans to investors or through our interest rate hedging program.

Mortgage loans held for sale, including the rights to service the mortgage loans, mortgage loans in process for which interest rates were committed to the borrowers (referred to as “interest rate lock commitments”), as well as the derivative instruments used to economically hedge our interest rate risk, which are typically forward commitments on mortgage-backed securities and interest rate lock commitments, are carried at fair value. Management believes carrying loans held for sale at fair value improves financial reporting by mitigating volatility in reported earnings caused by measuring the fair value of the loans and the derivative instruments used to economically hedge them. Gains and losses from the changes in fair value are reflected in financial services revenue on the condensed consolidated statements of operations. Gains from the change in fair value for mortgage loans held for sale were $1.1 million and $0.6 million for the three months ended June 30, 2022 and 2021, respectively, and losses from the change in fair value were $8.6 million and $4.3 million for the six months ended June 30, 2022 and 2021, respectively. Refer to Note 11 – Fair Value Disclosures for further information regarding our derivative instruments.

9


5. Prepaid Expenses and Other Assets

Prepaid expenses and other assets included the following (in thousands):

June 30,

December 31,

2022

2021

Prepaid insurance

$

31,903

$

37,814

Lot option and escrow deposits

66,765

61,649

Performance deposits

11,813

11,196

Deferred financing costs on revolving line of credit, net

5,040

5,135

Restricted cash (1)

19,788

5,931

Right of use assets

15,448

16,939

Mortgage loans held for investment at fair value

14,509

10,631

Mortgage loans held for investment at amortized cost

6,846

2,825

Derivative assets and mortgage servicing rights

27,458

19,645

Other assets and prepaid expenses

58,145

28,322

Total prepaid expenses and other assets

$

257,715

$

200,087

(1)Restricted cash consists of restricted cash related to land purchases, earnest money deposits for home sale contracts held by third parties as required by various jurisdictions, and certain pledge balances associated with our mortgage repurchase facilities.

6. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities included the following (in thousands):

June 30,

December 31,

2022

2021

Earnest money deposits

$

56,058

$

56,811

Warranty reserve

14,127

13,343

Accrued compensation costs

61,551

81,604

Land development and home construction accruals

139,252

88,155

Accrued interest

10,789

9,653

Lease liabilities - operating leases

16,047

17,359

Income taxes payable

1,684

Derivative liabilities

359

Other accrued liabilities

46,725

47,909

Total accrued expenses and other liabilities

$

344,549

$

316,877

7. Warranties

Estimated future direct warranty costs are accrued and charged to cost of home sales revenues in the period when the related home sales revenues are recognized. Amounts accrued, which are included in accrued expenses and other liabilities on the condensed consolidated balance sheets, are based upon historical experience rates. We subsequently assess the adequacy of our warranty accrual on a quarterly basis through a model that incorporates historical payment trends and adjust the amounts recorded, if necessary. Based on warranty payment trends relative to our estimates at the time of home closing, we increased our warranty reserve by $58.0 thousand during the three months ended June 30, 2022 and reduced our warranty reserve by $0.4 million during the three months ended June 30, 2021, respectively, and we reduced our warranty reserve by $0.5 million and $2.2 million during the six months ended June 30, 2022 and 2021, respectively. These adjustments are included in cost of home sales revenues on our condensed consolidated statements of

10


operations.  Changes in our warranty accrual for the three and six months ended June 30, 2022 and 2021 are detailed in the table below (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

2022

2021

2022

2021

Beginning balance

$

13,503

$

13,480

$

13,343

$

13,824

Warranty expense provisions

2,245

2,382

4,147

4,680

Payments

(1,679)

(1,605)

(2,867)

(2,444)

Warranty adjustment

58

(395)

(496)

(2,198)

Ending balance

$

14,127

$

13,862

$

14,127

$

13,862

 

8. Debt

Our outstanding debt obligations included the following as of June 30, 2022 and December 31, 2021 (in thousands):  

June 30,

December 31,

2022

2021

3.875% senior notes, due August 2029(1)

$

494,503

$

494,117

6.750% senior notes, due May 2027(1)

495,985

495,581

Other financing obligations(2)

19,143

9,238

Notes payable

1,009,631

998,936

Revolving line of credit

141,000

Mortgage repurchase facilities

209,001

331,876

Total debt

$

1,359,632

$

1,330,812

(1)The carrying value of senior notes reflects the impact of premiums, discounts, and issuance costs that are amortized to interest expense over the respective terms of the senior notes.

(2)As of June 30, 2022, other financing obligations included $18.2 million related to insurance premium notes and certain secured borrowings, as well as $0.9 million outstanding under the Construction Loan Agreement. As of June 30, 2021, other financing obligations included $9.2 million related to insurance premium notes and certain secured borrowings.

Construction Loan Agreement

On March 17, 2022, a wholly owned subsidiary of Century Living entered into a Construction Loan Agreement with U.S. Bank National Association, a national banking association, d/b/a Housing Capital Company (which we refer to as “the Lender”). The Construction Loan Agreement provides that we may borrow up to $80.0 million from the Lender for purposes of construction of a multi-family project in Colorado, with advances made by the Lender upon the satisfaction of certain conditions. Borrowings under the Construction Loan Agreement bear interest at a rate per annum equal to a forward-looking term rate based on the secured overnight financing rate (which we refer to as “SOFR”) plus 210 basis points. The outstanding principal balance and all accrued and unpaid interest is due on the maturity date of March 17, 2026, and prepayments of the unpaid principal balance and accrued interest may be prepaid in full or in part, without premium or penalty. We have the option to extend the maturity date for a period of 12 months if certain conditions are satisfied. The Construction Loan Agreement contains customary affirmative and negative covenants (including covenants related to construction completion, and limitations on the use of loan proceeds, transfers of land, equipment, and improvements), as well as customary events of default.

As of June 30, 2022, $0.9 million was outstanding under the Construction Loan Agreement, and we were in compliance with all covenants thereunder.

Revolving Line of Credit

On May 21, 2021, we entered into a Second Amended and Restated Credit Agreement (which we refer to as the “Second A&R Credit Agreement”) with Texas Capital Bank, National Association, as Administrative Agent and L/C Issuer, and the lenders party thereto. The Second A&R Credit Agreement, which amended and restated our prior Amended and Restated Credit Agreement, provides us with a senior unsecured revolving line of credit (which we refer to as the “Credit Facility”) of up to $800.0 million, and unless terminated earlier, will mature on April 30, 2026. The Credit Facility includes a $250.0 million sublimit for standby letters of credit. Under the terms of the Second A&R Credit Agreement, the Company is entitled to request an increase in the size of the Credit Facility by an amount not exceeding $200 million. Our obligations under the Second A&R Credit Agreement are guaranteed by certain of our subsidiaries. The Second A&R Credit Agreement contains customary affirmative and negative covenants (including limitations on our ability to grant liens, incur additional debt, pay dividends, redeem our common stock, make certain investments and engage in certain

11


merger, consolidation or asset sale transactions), as well as customary events of default. Borrowings under the Second A&R Credit Agreement bear interest at a floating rate equal to the adjusted Eurodollar Rate plus an applicable margin between 2.05% and 2.65% per annum, and if made available in the Administrative Agent’s discretion, a base rate plus an applicable margin between 1.05% and 1.65% per annum.

As of June 30, 2022 and December 31, 2021, $141.0 million and no amounts were outstanding under the Credit Facility, respectively, and we were in compliance with all covenants under the Second A&R Credit Agreement.

Mortgage Repurchase Facilities – Financial Services

On May 4, 2018, September 14, 2018, and August 1, 2019, Inspire entered into mortgage warehouse facilities, with Comerica Bank, J.P. Morgan, and Wells Fargo, respectively. The mortgage warehouse lines of credit (which we refer to as the “Repurchase Facilities”), which were increased in 2020, provide Inspire with uncommitted repurchase facilities of up to $325.0 million as of June 30, 2022, secured by the mortgage loans financed thereunder. The Repurchase Facilities have varying short term maturity dates through August 23, 2022 and bear a weighted average interest rate of 2.938%.

Amounts outstanding under the Repurchase Facilities are not guaranteed by us or any of our subsidiaries, and the agreements contain various affirmative and negative covenants applicable to Inspire that are customary for arrangements of this type. As of June 30, 2022, and December 31, 2021, we had $209.0 million and $331.9 million outstanding under the Repurchase Facilities, respectively, and were in compliance with all covenants thereunder.

During the three months ended June 30, 2022 and 2021, we incurred interest expense on the Repurchase Facilities of $0.4 million and $0.6 million, respectively, which are included in financial services costs on our condensed consolidated statements of operations. During the six months ended June 30, 2022 and 2021, we incurred interest expense on the Repurchase Facilities of $0.8 million and $1.4 million, respectively.

9. Interest on Senior Notes and Revolving Line of Credit

Interest on our senior notes and Revolving Line of Credit is capitalized to inventories while the related communities are being actively developed and until homes are completed. As our qualifying assets exceeded our outstanding debt during the three and six months ended June 30, 2022 and 2021, we capitalized all interest costs incurred on these facilities during these periods.

Our interest costs were as follows (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

2022

2021

2022

2021

Interest capitalized beginning of period

$

55,252

$

57,509

$

53,379

$

60,838

Interest capitalized during period

15,345

15,058

29,364

30,106

Less: capitalized interest in cost of sales

(13,473)

(18,406)

(25,619)

(36,783)

Interest capitalized end of period

$

57,124

$

54,161

$

57,124

$

54,161

10. Income Taxes

At the end of each interim period we are required to estimate our annual effective tax rate for the fiscal year and to use that rate to provide for income taxes for the current year-to-date reporting period. Our 2022 estimated annual effective tax rate, before discrete items, of 25.6% is driven by our blended federal and state statutory rate of 24.8%, and certain permanent differences between GAAP and tax, including disallowed deductions for executive compensation which increased our rate by 0.8%.

For the six months ended June 30, 2022, our estimated annual rate of 25.6% was impacted by discrete items which had a net impact of decreasing our rate by 0.4%, including excess tax benefits for vested stock-based compensation and federal energy tax credits claimed on prior year home deliveries in excess of previous estimates.

Our estimated annual rate for the six months ended June 30, 2022 of 25.6% increased by 340 basis points as compared to our effective tax rate for the year ended December 31, 2021 of 22.2%.  The increase in our estimated rate is driven by the expiration of the Energy Efficient Home Credit on December 31, 2021.  The Energy Efficient Home Credit provided a $2,000 tax credit for each home delivered that met the energy saving and certification requirements under the statute.

For the three months ended June 30, 2022 and 2021, we recorded income tax expense of $55.0 million and $34.2 million, respectively. For the six months ended June 30, 2022 and 2021, we recorded income tax expense of $101.3 million and $63.6 million, respectively.

12


 

11. Fair Value Disclosures

Fair value measurements are used for the Company’s mortgage loans held for sale, mortgage loans held for investment, mortgage servicing rights, interest rate lock commitments and other derivative instruments on a recurring basis. We also utilize fair value measurements on a non-recurring basis for inventories and intangible assets when events and circumstances indicate that the carrying value is not recoverable. The fair value hierarchy and its application to the Company’s assets and liabilities is as follows:

Level 1 – Quoted prices for identical instruments in active markets.

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are inactive; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets at the measurement date.

Mortgage loans held for sale – Fair value is based on quoted market prices for committed and uncommitted mortgage loans.

Derivative assets and liabilitiesDerivative assets are interest rate lock commitments and derivative liabilities are associated with forward commitments and investor commitments on loans. Fair value is based on market prices for similar instruments.

Level 3 – Valuations derived from techniques where one or more significant inputs or significant value drivers are unobservable in active markets at the measurement date.

Mortgage servicing rights - The fair value of the mortgage servicing rights is calculated using third-party valuations. The key assumptions, which are generally unobservable inputs, used in the valuation of the mortgage servicing rights include mortgage prepayment rates, discount rates and cost to service.

Mortgage loans held for investment at fair value – The fair value of mortgage loans held for investment at fair value is calculated based on Level 3 analysis which incorporates information including the value of underlying collateral, from markets where there is little observable trading activity.

The following outlines the Company’s assets and liabilities measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, respectively (in thousands):

June 30,

December 31,

Balance Sheet Classification

Hierarchy

2022

2021

Mortgage loans held for sale

Mortgage loans held for sale

Level 2

$

216,367

$

353,063

Mortgage loans held for investment at fair value (1)

Prepaid expenses and other assets

Level 3

$

14,509

$

10,631

Derivative assets

Prepaid expenses and other assets

Level 2

$

7,262

$

5,944

Mortgage servicing rights (2)

Prepaid expenses and other assets

Level 3

$

20,196

$

13,701

Derivative liabilities

Accrued expenses and other liabilities

Level 2

$

$

359

(1)The unobservable inputs used in the valuation of the mortgage loans held for investment at fair value include, among other items, the value of underlying collateral, from markets where there is little observable trading activity.

(2)The unobservable inputs used in the valuation of the mortgage servicing rights include mortgage prepayment rates, discount rates and cost to service, which were 7.7%, 9.9%, and $0.086 per year per loan, respectively as of June 30, 2022, and 8.5%, 9.9%, and $0.085 per year per loan, respectively, as of December 31, 2021. The high and low end of the range of unobservable inputs used in the valuation did not result in a significant change to the fair value measurement.

The following table represents the reconciliation of the beginning and ending balance for the Level 3 recurring fair value measurements, with gains and losses from the changes in fair value reflected in financial services revenue on the condensed consolidated statements of operations (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Mortgage servicing rights

2022

2021

2022

2021

Beginning of period

$

18,050

$

8,249

$

13,701

$

4,115

Originations

1,967

2,500

5,373

6,382

Settlements

(230)

(143)

(535)

(270)

Changes in fair value

409

(308)

1,657

71

End of period

$

20,196

$

10,298

$

20,196

$

10,298

13


Three Months Ended June 30,

Six Months Ended June 30,

Mortgage loans held-for-investment at fair value

2022

2021

2022

2021

Beginning of period

$

13,955

$

10,078

$

10,631

$

8,727

Transfers from loans held for sale

1,216

1,981

5,142

3,381

Settlements

(592)

(1,180)

(1,121)

(1,180)

Reduction in unpaid principal balance

(70)

(56)

(124)

(105)

Changes in fair value

(19)

End of period

$

14,509

$

10,823

$

14,509

$

10,823

For the financial assets and liabilities that the Company does not reflect at fair value, the following present both their respective carrying value and fair value at June 30, 2022 and December 31, 2021, respectively (in thousands).

June 30, 2022

December 31, 2021

Hierarchy

Carrying

Fair Value

Carrying

Fair Value

Cash and cash equivalents

Level 1

$

78,011

$

78,011

$

316,310

$

316,310

3.875% senior notes (1)(2)

Level 2

$

494,503

$

387,500

$

494,117

$

504,375

6.750% senior notes (1)(2)

Level 2

$

495,985

$

475,625

$

495,581

$

526,875

Revolving line of credit(3)

Level 2

$

141,000

$

141,000

$

$

Other financing obligations(3)(4)

Level 3

$

19,143

$

19,143

$

9,238

$

9,238

Mortgage repurchase facilities(3)

Level 2

$

209,001

$

209,001

$

331,876

$

331,876

(1)Estimated fair value of the senior notes is based on recent trading activity in inactive markets.

(2)Carrying amounts include any associated unamortized deferred financing costs, premiums and discounts. As of June 30, 2022, these amounts totaled $5.5 million and $4.0 million for the 3.875% senior notes and 6.750% senior notes, respectively. As of December 31, 2021, these amounts totaled $5.9 million and $4.4 million for the 6.750% senior notes and 5.875% senior notes, respectively.

(3)Carrying amount approximates fair value due to short-term nature and interest rate terms.

(4)Other financing obligations included $0.9 million related to outstanding borrowings on the Construction Loan Agreement, and $18.2 million related to insurance premium notes and certain secured borrowings that generally bore interest rates ranging from 2.40% to 3.64% during the period ended June 30, 2022 and from 2.99% to 3.24% during the period ended December 31, 2021.

Non-financial assets and liabilities include items such as inventory and property and equipment that are measured at fair value when acquired and as a result of impairments, if deemed necessary. No impairment charges were recorded in the three and six months ended June 30, 2022 and nominal impairment charges were recorded in the three and six months ended June 30, 2021. When impairment charges are recognized, the estimated fair value of communities are determined through a discounted cash flow approach utilizing Level 3 inputs. Changes in our cash flow projections in future periods related to these communities may change our conclusions on the recoverability of inventory in the future.

12. Stock-Based Compensation

During the six months ended June 31, 2022 and 2021, we granted performance share units (which we refer to as “PSUs”) covering up to 0.5 million and 0.2 million shares of common stock, respectively, assuming maximum level of performance, with a grant date fair value of $55.93 and $58.28 per share, respectively, that are subject to both service and performance vesting conditions. The quantity of shares that will ultimately vest for the PSUs ranges from 0% to up to 250% of a targeted number of shares for each participant and will be determined based on an achievement of a three year adjusted pre-tax income performance goal. During the six months ended June 30, 2022 and 2021, we issued 0.3 million and 0.3 million shares of common stock, respectively, upon the vesting and settlement of PSUs that were granted in previous periods. Approximately 0.9 million shares will vest from 2022 to 2024 if the defined maximum performance targets are met, and no shares will vest if the defined minimum performance targets are not met.  

During the six months ended June 30, 2022 and 2021, we granted restricted stock units (which we refer to as “RSUs”) covering 0.2 million and 0.2 million shares of common stock, respectively, with a grant date fair value of $63.77 and $53.43 per share, respectively, that primarily vest over a three year period. During the six months ended June 30, 2022, we granted 11.0 thousand shares of common stock on an unrestricted basis (which we refer to as “stock awards”) with a grant date fair value of $54.46 per share to our non-employee directors.

14


A summary of our outstanding PSUs, assuming the current estimated level of performance achievement, and RSUs are as follows (in thousands, except years):

As of June 30, 2022

Unvested units

998

Unrecognized compensation cost

$

30,110

Weighted-average period to recognize compensation cost

1.78

During the three months ended June 30, 2022 and 2021, we recognized stock-based compensation expense of $5.7 million and $4.2 million, respectively. During the six months ended June 30, 2022 and 2021, we recognized stock-based compensation expense of $9.8 million and $7.2 million, respectively. Stock-based compensation expense is included in selling, general, and administrative expense on our condensed consolidated statements of operations.

 

13. Stockholders’ Equity

Our authorized capital stock consists of 100.0 million shares of common stock, par value $0.01 per share, and 50.0 million shares of preferred stock, par value $0.01 per share. As of June 30, 2022 and December 31, 2021, there were 32.3 million and 33.8 million shares of common stock issued and outstanding, respectively, and no shares of preferred stock outstanding.

On May 4, 2022, the stockholders approved the adoption of the Century Communities, Inc. 2022 Omnibus Incentive Plan (which we refer to as the “2022 Incentive Plan”), which replaced the Century Communities, Inc. Amended and Restated 2017 Omnibus Incentive Plan (which we refer to as our “2017 Incentive Plan”). Under the 2022 Incentive Plan, 3.1 million shares of common stock are available for issuance to eligible participants, plus 51.2 thousand shares of our common stock that remained available for issuance under the 2017 Incentive Plan and any shares subject to awards outstanding under the 2017 Incentive Plan that are subsequently forfeited, cancelled, expire or otherwise terminate without the issuance of such shares. During the six months ended June 30, 2022 and 2021, we issued 0.5 million and 0.7 million shares of common stock, respectively, related to the vesting and settlement of RSUs, PSUs, and stock awards. As of June 30, 2022, approximately 3.1 million shares of common stock remained available for issuance under the 2022 Incentive Plan.

The following table sets forth cash dividends declared by our Board of Directors to holders of record of our common stock during the six months ended June 30, 2022 (in thousands, except per share information):

Cash Dividends Declared

Declaration Date

Record Date

Payable Date

Per Share

Amount

February 16, 2022

March 2, 2022

March 16, 2022

$

0.20

$

6,657

May 18, 2022

June 1, 2022

June 15, 2022

$

0.20

$

6,568

Under the 2022 Incentive Plan and the previous 2017 Incentive Plan, at the discretion of the Compensation Committee of the Board of Directors, RSUs and PSUs granted under the plan have the right to earn dividend equivalents, which entitles the holders of such RSUs and PSUs to additional RSUs and PSUs equal to the same dividend value per share as holders of common stock. Dividend equivalents are subject to the same vesting and other terms and conditions as the underlying RSUs and PSUs.

On November 27, 2019, we entered into a Distribution Agreement with J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc., and Fifth Third Securities, Inc. (which we refer to as the “Distribution Agreement”), as sales agents pursuant to which we may offer and sell shares of our common stock having an aggregate offering price of up to $100.0 million from time to time through any of the sales agents party thereto in “at-the-market” offerings, in accordance with the terms and conditions set forth in the Distribution Agreement. This Distribution Agreement, which superseded and replaced a prior similar distribution agreement, and was amended in July 2021 to acknowledge our filing of a new registration statement on Form S-3 registering the issuance and sale of shares of our common stock under the Distribution Agreement and replace Citigroup Global Markets Inc. with Wells Fargo Securities, LLC as a sales agent, had all $100.0 million available for sale as of June 30, 2022.  We did not sell or issue any shares of our common stock during the three and six months ended June 30, 2022 and 2021, respectively. The Distribution Agreement will remain in full force and effect until terminated by either party pursuant to the terms of the agreement or such date that the maximum offering amount has been sold in accordance with the terms of the agreement.

On November 6, 2018, we authorized a stock repurchase program, under which we may repurchase up to 4.5 million shares of our outstanding common stock. During the three and six months ended June 30, 2022, an aggregate of 0.8 million and 1.8 million shares, respectively, were repurchased for a total purchase price of approximately $35.9 million and $98.3 million, respectively, and a weighted average price of $45.42 and $54.46 per share, respectively. During the three and six months ended June 30, 2021, we did not repurchase any shares of common stock. The maximum number of shares available to be repurchased under the stock repurchase program as of June 30, 2022 was 2,008,994 shares.

15


During the six months ended June 30, 2022 and 2021, shares of common stock at a total cost of $12.7 million and $13.7 million, respectively, were netted and surrendered as payment for minimum statutory withholding obligations in connection with the vesting of outstanding stock-based compensation awards. Shares surrendered by the participants in accordance with the applicable award agreements and plan are deemed repurchased and retired by us but are not part of our publicly announced share repurchase programs.

 

14. Earnings Per Share

We use the treasury stock method to calculate earnings per share as our currently issued non-vested RSUs and PSUs do not have participating rights.

The following table sets forth the computation of basic and diluted EPS for the three and six months ended June 30, 2022 and 2021 (in thousands, except share and per share information):

Three Months Ended June 30,

Six Months Ended June 30,

2022

2021

2022

2021

Numerator

Net income

$

158,668

$

117,910

$

301,164

$

219,562

Denominator

Weighted average common shares outstanding - basic

32,839,402

33,738,586

33,183,097

33,651,727

Dilutive effect of restricted stock units

387,981

218,052

399,803

269,212

Weighted average common shares outstanding - diluted

33,227,383

33,956,638

33,582,900

33,920,939

Earnings per share:

Basic

$

4.83

$

3.49

$

9.08

$

6.52

Diluted

$

4.78

$

3.47

$

8.97

$

6.47

Stock-based awards are excluded from the calculation of diluted EPS in the event they are subject to unsatisfied performance conditions or are antidilutive. We excluded 0.5 million and 0.8 million common stock unit equivalents from diluted earnings per share during the three months ended June 30, 2022 and 2021, respectively, and we excluded 0.5 million and 0.8 million common stock unit equivalents from diluted earnings per share during the six months ended June 30, 2022 and 2021, respectively, related to the PSUs for which performance conditions remained unsatisfied.

15. Commitments and Contingencies

Letters of Credit and Performance Bonds

In the normal course of business, we post letters of credit and performance and other bonds primarily related to our land development performance obligations with local municipalities. As of June 30, 2022 and December 31, 2021, we had $564.0 million and $492.5 million, respectively, in letters of credit and performance and other bonds issued and outstanding.

Legal Proceedings

We are subject to claims and lawsuits that arise primarily in the ordinary course of business, which consist primarily of construction claims. It is the opinion of our management that if the claims have merit, parties other than the Company would be, at least in part, liable for the claims, and the eventual outcome of these claims will not have a material adverse effect upon our consolidated financial condition, results of operations, or cash flows. When we believe that a loss is probable and estimable, we record a charge on our condensed consolidated statements of operations for our estimated loss.

Under various insurance policies, we have the ability to recoup costs in excess of applicable self-insured retentions. Estimates of such amounts are recorded in other assets on our condensed consolidated balance sheet when recovery is probable. 

We do not believe that the ultimate resolution of any claims and lawsuits will have a material adverse effect upon our consolidated financial position, results of operations, or cash flows.

16


ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Some of the statements included in this Quarterly Report on Form 10-Q (which we refer to as this “Form 10-Q”) constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, forecasts, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. These statements are only predictions. We caution that forward-looking statements are not guarantees. Actual events and results of operations could differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements are typically identified by the use of terms such as “may,” “will,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential,” “outlook,” the negative of such terms and other comparable terminology and the use of future dates. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors.

The forward-looking statements included in this Form 10-Q reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. Statements regarding the following subjects, among others, may be forward-looking and subject to risks and uncertainties including among others:

economic changes, either nationally or in the markets in which we operate, including increased interest rates, inflation, and employment levels;

shortages of or increased prices for labor, land or raw materials, including lumber, used in housing construction and resource shortages;

a downturn in the homebuilding industry, including a reduction in demand or a decline in real estate values or market conditions resulting in an adverse impact on our business, operating results and financial condition, including an impairment of our assets;

changes in assumptions used to make industry forecasts, population growth rates or trends affecting housing demand or prices;

continued volatility and uncertainty in the credit markets and broader financial markets;

the impact of the COVID-19 pandemic and measures taken in response to the COVID-19 pandemic on our business operations, operating results and financial condition, as well as the general economy and housing market in particular;

our future operating results and financial condition;

our business operations;

changes in our business and investment strategy;

availability and price of land to acquire, and our ability to acquire such land on favorable terms or at all;

availability, terms and deployment of capital;

availability or cost of mortgage financing or an increase in the number of foreclosures in the market;

delays in land development or home construction resulting from adverse weather conditions or other events outside our control;

impact of construction defect, product liability, and/or home warranty claims, including the adequacy of accruals and the applicability and sufficiency of our insurance coverage;

changes in, or the failure or inability to comply with, governmental laws and regulations;

the timing of receipt of municipal, utility and other regulatory approvals and the opening of projects;

the impact and cost of compliance with evolving environmental, health and safety and other laws and regulations and third-party challenges to required permits and other approvals and potential legal liability in connection therewith;

the degree and nature of our competition;

our leverage, debt service obligations and exposure to changes in interest rates and our ability to refinance our debt when needed or on favorable terms;

our ability to continue to fund and succeed in our mortgage lending business and the additional risks involved in that business;

availability of qualified personnel and contractors and our ability to retain key personnel and contractor relationships;

our ability to pay dividends in the future;

taxation and tax policy changes, tax rate changes, new tax laws, new or revised tax law interpretations or guidance; and

changes in United States generally accepted accounting principles (which we refer to as “GAAP”).

Forward-looking statements are based on our beliefs, assumptions and expectations of future events, taking into account all information currently available to us. Forward-looking statements are not guarantees of future events or of our performance. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. Some of these events and factors are described above and in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K, and other risks and uncertainties detailed in this report, including “Part II, Item 1A. Risk Factors”, and our other reports and filings with the SEC. If a change occurs, our business, financial condition, liquidity, cash flows and results of operations may vary materially from those expressed in or implied by our forward-looking statements. New risks and uncertainties arise over time, and it is not possible for us to predict the occurrence of those matters or the manner in which they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or

17


revise any forward-looking statements, whether as a result of new information, future events or otherwise. Therefore, you should not rely on these forward-looking statements as of any date subsequent to the date of this Form 10-Q.

As used in this Form 10-Q, references to “we,” “us,” “our,” “Century” or the “Company” refer to Century Communities, Inc., a Delaware corporation, and, unless the context otherwise requires, its subsidiaries and affiliates.

The following discussion and analysis of our financial condition and results of operations is intended to help the reader understand our Company, business, operations and present business environment and is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the related notes to those statements included elsewhere in this Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. We use certain non-GAAP financial measures that we believe are important for purposes of comparison to prior periods. This information is also used by our management to measure the profitability of our ongoing operations and analyze our business performance and trends. Some of the numbers included herein have been rounded for the convenience of presentation.

Overview

Century is engaged in the development, design, construction, marketing and sale of single-family attached and detached homes in 17 states. In many of our projects, in addition to building homes, we are responsible for the entitlement and development of the underlying land. We build and sell homes under our Century Communities and Century Complete brands.

Our Century Communities brand offers a wide range of buyer profiles including: entry-level, first and second time move-up, and lifestyle homebuyers, and provides our homebuyers with the ability to personalize their homes through certain option and upgrade opportunities. Our Century Complete brand targets entry-level homebuyers, primarily sells homes through retail studios and the internet and generally provides no option or upgrade opportunities. We now have six states where both Century brands have a presence and we believe there are more opportunities for increased penetration within our over 45 high-growth markets to enable both brands to benefit from increased scale and enhanced operational efficiencies.

Our homebuilding operations are organized into the following five reportable segments: West, Mountain, Texas, Southeast, and Century Complete. Our indirect wholly-owned subsidiaries, Inspire Home Loans Inc., Parkway Title, LLC, and IHL Home Insurance Agency, LLC, which provide mortgage, title, and insurance services, respectively, primarily to our homebuyers have been identified as our Financial Services segment. Additionally, our wholly owned subsidiary, Century Living, LLC, is engaged in the development, construction and management of multi-family rental properties, primarily in Colorado, with the intent to dispose of properties shortly after achieving stabilized rental operations.  Century Living, LLC is included in our Corporate segment.

While we offer homes that appeal to a broad range of entry-level, move-up, and lifestyle homebuyers, our offerings are heavily weighted towards providing affordable housing options in each of our homebuyer segments. Additionally, we prefer building move-in-ready homes over built-to-order homes, which we believe allows for a faster construction process, advantageous pricing with subcontractors, and shortened time period from home sale to home delivery, thus allowing us to more appropriately price the homes and deploy our capital. Of the 5,061 homes delivered during the first six months of 2022, approximately 77% of our deliveries were made to entry-level homebuyers and approximately 96% of homes delivered were built as move-in ready homes.

During the second quarter of 2022 we experienced a moderation of sales pace across our markets resulting in a decrease of 28.4% in our net new home contracts as compared to the prior year period. This decrease in our sales pace was consistent with second quarter 2022 trends seen in the overall housing market, as increases in interest rates on mortgages, rising inflation, and macro-economic uncertainty caused demand for home sales to decrease from the historically strong market conditions experienced since the second quarter of 2020.

We anticipate the homebuilding markets in each of our operating segments will continue to be tied to both the local economy and the macro-economic environment. We believe future demand for our homes is uncertain as future economic and market conditions are uncertain, in particular with respect to inflation; the impact of raising the federal funds interest rate by the Federal Reserve; the extent to which and how long COVID-19 and related government directives, actions, and economic relief efforts will impact the U.S. economy, financial markets, credit and mortgage markets; consumer confidence; interest rates; availability and cost of mortgage loans to homebuyers; wage growth; household formations; levels of new and existing homes for sale; prevailing home prices, availability and cost of land, labor and construction materials; demographic trends; housing demand; and other factors, including those described elsewhere in this Form 10-Q. Specifically, the recent rise in interest rates increases the costs of owning a home and adversely affects the purchasing power of our customers. Increased interest rates also could decrease homebuyer confidence and hinder not only demand for our homes, but also our ability to realize our backlog. A decrease in demand for our homes or an increase in cancellations due to increased interest rates or otherwise would adversely affect our operating results in future periods, including our net sales, home deliveries, gross margin, origination volume of and revenues from our Financial Services segment, and net income. As a result, our past performance may not be indicative of our future results.

18


Despite the future macro-economic uncertainty, we believe we are well-positioned to benefit from the ongoing shortage of both new and resale homes available for purchase in our key markets and the favorable demographics that support the need for new housing. Subject to further deteriorating market conditions, we believe our operations are well-positioned for future growth as a result of the markets in which we operate, our product offerings which both span the home buying segment, and focus on affordable price points, and our current and future inventories of attractive land positions. As we have grown, we have continued to focus on maintaining an appropriate balance of home and land inventories in relation to anticipated future demand, as well as prudent leverage, and, as a result, we believe we are well positioned to continue to execute on our strategy in order to grow and optimize stockholder returns.

Results of Operations

During the three and six months ended June 30, 2022, we generated $213.6 million and $402.4 million in income before income tax expense, respectively, and net income of $158.7 million, or $4.78 per diluted share, and $301.2 million, or $8.97 per diluted share, respectively, representing substantial increases as compared to the respective prior year periods, and resulting in a 33.7% return on equity on an annualized basis for the three months ended June 30, 2022. During the first six months of 2022, we paid cash dividends to our stockholders of $0.20 per share, and we also returned capital to our stockholders via share repurchases of 1.8 million shares for $98.3 million or a weighted average price of $54.46 per share.

Our second quarter 2022 financial results for the second quarter are reflective of the strength of our markets during previous quarters when the homes were contracted for which allowed us to pass on higher costs through higher selling prices and thereby positively affecting our margins during the first six months of 2022. While we continued to experience labor and raw material shortages and municipal and utility delays in many of our markets, the severity of the shortages and delays moderated during the second quarter of 2022.

During the three and six months ended June 30, 2022, we delivered 2,713 and 5,061 homes, respectively, with an average sales price of $418.2 thousand and $419.5 thousand, respectively. Average sales price increased 15.3% and 18.9% during the three and six months ended June 30, 2022 as compared to the respective prior year period, driving homebuilding revenues of $1.1 billion and $2.1 billion, respectively, representing increases of 12.9% and 7.3% over the respective prior year period. The number of homes delivered represent decreases of 2.1% and 9.1%, respectively, as compared to the respective prior year period, which were primarily driven by the timing of new community openings. As of June 30, 2022, we had a backlog of 4,767 homes, a 7.2% increase as compared to June 30, 2021, representing approximately $2.0 billion in sales value, and a 12.2% increase as compared to June 30, 2021.

During the three and six months ended June 30, 2022, we generated financial services revenue of $22.8 million and $49.1 million, respectively, representing decreases of 23.7% and 22.7% over the respective prior year period, driven by a reduced number of mortgages originated, as well as reduced gain on sale margins on loans sold to third parties.

We ended the second quarter of 2022 with $141.0 million outstanding under our revolving line of credit, $78.0 million of cash and cash equivalents, $82.5 million of cash held in escrow, and a net homebuilding debt to net capital ratio of 33.6%. Additionally, we increased our land acquisition and development activities during the first six months of 2022 to bolster our lot pipeline and support future community growth, which resulted in 75,551 lots owned and controlled at June 30, 2022, a 15.2% increase as compared to June 30, 2021 and a 5.4% decrease as compared to December 31, 2021.

During the six months ended June 30, 2022, our Century Living operations commenced construction on a 425-unit multi-family project in Lone Tree, Colorado, which we anticipate will be available for leasing in 2024.


19


The following table summarizes our results of operations for the three and six months ended June 30, 2022 and 2021.

(in thousands, except per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

2022

2021

2022

2021

Consolidated Statements of Operations:

Revenue

Home sales revenues

$

1,134,535

$

1,004,789

$

2,122,950

$

1,964,068

Land sales and other revenues

8,810

8,258

10,440

23,928

Total homebuilding revenues

1,143,345

1,013,047

2,133,390

1,987,996

Financial services revenues

22,797

29,865

49,102

63,485

Total revenues

1,166,142

1,042,912

2,182,492

2,051,481

Homebuilding cost of revenues

Cost of home sales revenues

(814,895)

(764,668)

(1,523,968)

(1,521,175)

Cost of land sales and other revenues

(8,012)

(7,000)

(8,858)

(17,020)

(822,907)

(771,668)

(1,532,826)

(1,538,195)

Financial services costs

(14,186)

(18,168)

(29,340)

(36,469)

Selling, general, and administrative

(109,158)

(99,656)

(210,797)

(191,807)

Inventory impairment and other

(41)

(41)

Other income (expense)

(6,243)

(1,245)

(7,105)

(1,786)

Income before income tax expense

213,648

152,134

402,424

283,183

Income tax expense

(54,980)

(34,224)

(101,260)

(63,621)

Net income

$

158,668

$

117,910

$

301,164

$

219,562

Earnings per share:

Basic

$

4.83

$

3.49

$

9.08

$

6.52

Diluted

$

4.78

$

3.47

$

8.97

$

6.47

Adjusted diluted earnings per share(1)

$

4.78

$

3.47

$

8.97

$

6.47

Other Operating Information (dollars in thousands):

Number of homes delivered

2,713

2,771

5,061

5,568

Average sales price of homes delivered

$

418.2

$

362.6

$

419.5

$

352.7

Homebuilding gross margin percentage(2)

28.2

%

23.9

%

28.2

%

22.5

%

Adjusted homebuilding gross margin excluding interest and inventory impairment and other (1)

29.4

%

25.7

%

29.4

%

24.4

%

Backlog at end of period, number of homes

4,767

4,446

4,767

4,446

Backlog at end of period, aggregate sales value

$

1,977,560

$

1,762,465

$

1,977,560

$

1,762,465

Average sales price of homes in backlog

$

414.8

$

396.4

$

414.8

$

396.4

Net new home contracts

2,233

3,120

5,177

6,575

Selling communities at period end

213

184

213

184

Average selling communities

202

179

200

187

Total owned and controlled lot inventory

75,551

65,610

75,551

65,610

Adjusted EBITDA(1)

$

229,720

$

173,258

$

433,383

$

325,379

Adjusted income before income tax expense(1)

$

213,648

$

152,175

$

402,424

$

283,224

Adjusted net income(1)

$

158,668

$

117,987

$

301,164

$

219,594

Net homebuilding debt to net capital (1)

33.6

%

23.0

%

33.6

%

23.0

%

(1) This is a non-GAAP financial measure and should not be used as a substitute for the Company’s operating results prepared in accordance with GAAP. See the reconciliations to the most comparable GAAP measure and other information under “Non-GAAP Financial Measures.” An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP.

(2) Homebuilding gross margin percentage includes inventory impairment, which is included within inventory impairment and other on our condensed consolidated financial statements. No inventory impairments were recognized for the three and six months ended June 30, 2022 and we recognized nominal inventory impairment for the three and six months ended June 30, 2021.


20


Results of Operations by Segment

(dollars in thousands)

New Homes Delivered

Average Sales Price of Homes Delivered

Home Sales Revenues

Income before Income Tax Expense

Three Months Ended June 30,

Three Months Ended June 30,

Three Months Ended June 30,

Three Months Ended June 30,

2022

2021

2022

2021

2022

2021

2022

2021

West

426

385

$

689.4

$

616.5

$

293,668

$

237,359

$

77,945

$

40,903

Mountain

458

611

600.9

473.1

275,214

289,058

51,500

55,814

Texas

363

477

337.5

273.9

122,530

130,641

25,327

19,139

Southeast

404

429

446.5

392.7

180,372

168,453

38,782

26,096

Century Complete

1,062

869

247.4

206.3

262,751

179,278

40,134

23,089

Financial Services

8,611

11,697

Corporate

(28,651)

(24,604)

Total

2,713

2,771

$

418.2

$

362.6

$

1,134,535

$

1,004,789

$

213,648

$

152,134

New Homes Delivered

Average Sales Price of Homes Delivered

Home Sales Revenues

Income before Income Tax Expense

Six Months Ended June 30,

Six Months Ended June 30,

Six Months Ended June 30,

Six Months Ended June 30,

2022

2021

2022

2021

2022

2021

2022

2021

West

822

704

$

676.9

$

601.1

$

556,400

$

423,149

$

149,187

$

68,364

Mountain

972

1,296

571.9

446.9

555,869

579,123

108,503

107,794

Texas

729

805

338.5

271.3

246,786

218,380

45,898

27,670

Southeast

770

997

428.4

389.7

329,849

388,534

69,647

49,536

Century Complete

1,768

1,766

245.5

201.0

434,046

354,882

64,821

44,819

Financial Services

19,762

27,016

Corporate

(55,394)

(42,016)

Total

5,061

5,568

$

419.5

$

352.7

$

2,122,950

$

1,964,068

$

402,424

$

283,183

West

During the three and six months ended June 30, 2022, our West segment generated income before income tax expense of $77.9 million and $149.2 million, respectively, a 90.6% and 118.2% increase, respectively, over the respective prior year period. These increases were driven by increases in home sales revenue of $56.3 million and $133.3 million, respectively, and increases of 931 basis points and 1,066 basis points, respectively, in the percentage of income before income tax expense to home sales revenues, as a result of (1) increased revenue on a partially fixed cost base and (2) increased gross margins on home sales. The revenue increases during the three and six months ended June 30, 2022 were primarily generated by increases of 10.6% and 16.8% in the number of homes delivered, as well as increases of 11.8% and 12.6% in the average sales price per home.  For both the three and six month comparisons, the increases in the number of homes delivered were driven by an increase in the number of open communities as compared to the prior year period and the average sales price increase were driven by the mix of deliveries within individual communities.

Mountain

During the three months ended June 30, 2022, our Mountain segment generated income before income tax expense of $51.5 million, a 7.7% decrease over the respective prior year period. This decrease was primarily driven by a decrease in home sales revenue of $13.8 million. During the six months ended June 30, 2022, our Mountain segment generated income before income tax expense of $108.5 million, remaining relatively flat over the respective prior year period. Revenue decreased during the three and six months ended June 30, 2022, primarily driven by decreases of 25.0% and 25.0%, respectively, in the number of homes delivered, partially offset by increases of 27.0% and 28.0%, respectively, in the average sales price per home. For both the three and six month comparisons, the decreases in the number of homes delivered were driven by the timing of new community openings between the periods and the average sales price increases were driven by the mix of deliveries within individual communities.

21


Texas

During the three and six months ended June 30, 2022, our Texas segment generated income before income tax expense of $25.3 million and $45.9 million, respectively, a 32.3% and 65.9% increase, respectively, over the respective prior year period. During the three months ended June 30, 2022, the increase was driven by an increase of 602 basis points in the percentage of income before income tax expense to home sales revenues, as a result of increased gross margins on home sales, partially offset by a decrease in home sales revenue of $8.1 million. The revenue decrease during the three months ended June 30, 2022 was primarily generated by a decrease of 23.9% in the number of homes delivered, partially offset by an increase of 23.2% in the average sales price per home. During the six months ended June 30, 2022, the increase in income before income tax expense was driven by an increase in home sales revenue of $28.4 million and an increase of 593 basis points in the percentage of income before income tax expense to home sales revenues, as a result of (1) increased revenue on a partially fixed cost base and (2) increased gross margins on home sales. The revenue increase during the six months ended June 30, 2022 was primarily generated by an increase of 24.8% in the average sales price per home, partially offset by a 9.4% decrease in the number of homes delivered. For both the three and six month comparisons, the decreases in the number of homes delivered were driven by the timing of new community openings, and the average sales price increases were driven by the mix of deliveries within individual communities.

Southeast

During the three and six months ended June 30, 2022, our Southeast segment generated income before income tax expense of $38.8 million and $69.6 million, respectively, a 48.6% and 40.6% increase, respectively, over the respective prior year period. During the three months ended June 30, 2022, the increase was driven by an increase in home sales revenue of $11.9 million and an increase of 601 basis points in the percentage of income before income tax expense to home sales revenues, as a result of (1) increased revenue on a partially fixed cost base and (2) increased gross margins on home sales. The revenue increase during the three months ended June 30, 2022 was primarily generated by an increase of 13.7% in the average sales price per home. During the six months ended June 30, 2022, the increase in income before income tax expense was driven by an increase of 837 basis points in the percentage of income before income tax expense to home sales revenues, as a result of increased gross margins on home sales, partially offset by a decrease in home sales revenue of $58.7 million. The revenue decrease during the six months ended June 30, 2022 was primarily generated by a decrease of 22.8% in the number of homes delivered, partially offset by an increase of 9.9% in the average sales price per home. For both the three and six month comparisons, the decreases in the number of homes delivered were driven by timing of new community openings.

Century Complete

During the three and six months ended June 30, 2022, our Century Complete segment generated income before income tax expense of $40.1 million and $64.8 million, respectively, a 73.8% and 44.6% increase, respectively, over the respective prior year period. These increases were driven by increases in home sales revenue of $83.5 million and $79.2 million, respectively. The revenue increase during the three months ended June 30, 2022 was primarily generated by an increase of 22.2% in the number of homes delivered, driven by an increase in the number of open communities as compared to the prior year period, as well as an increase of 19.9% in the average sales price per home. The revenue increase during the six months ended June 30, 2022 was primarily generated by an increase of 22.1% in the average sales price per home.  For both the three and six month comparisons, the average sales price increases were driven by the mix of deliveries within individual communities.

Financial Services

Our Financial Services segment originates mortgages for primarily our homebuyers, and as such, performance typically correlates to the number of homes delivered. Our Financial Services segment generated income before income tax of $8.6 million for the three months ended June 30, 2022, a 26.4% decrease over the prior year period. This decrease was primarily the result of a $7.1 million decrease in financial services revenue during the three months ended June 30, 2022 compared to the prior year period, due to (1) a 31.5% decrease to 1,465 in the number of mortgages originated during the three months ended June 30, 2022, due in part to a decrease in originations related to refinancing, and (2) reduced gain on sale margins on loans sold to third parties period over period. Our Financial Services segment generated income before income tax of $19.8 million for the six months ended June 30, 2022, a 26.9% decrease over the prior year period. This decrease was primarily the result of a $14.4 million decrease in financial services revenue during the six months ended June 30, 2022 compared to the prior year period, due to (1) a 32.8% decrease to 2,985 in the number of mortgages originated during the six months ended June 30, 2022, due in part to a decrease in originations related to refinancing, and (2) reduced gain on sale margins on loans sold to third parties period over period.

22


The following table presents selected operational data for our Financial Services segment in relation to our loan origination activities (dollars in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

2022

2021

2022

2021

Total originations:

Number of loans

1,465

2,138

2,985

4,439

Principal

$

528,646

$

661,853

$

1,080,701

$

1,374,144

Capture rate of Century homebuyers

70

%

74

%

74

%

75

%

Century Communities

77

%

78

%

79

%

81

%

Century Complete

57

%

66

%

60

%

62

%

Average FICO score

733

737

733

737

Century Communities

740

748

740

746

Century Complete

715

711

712

711

Loans sold to third parties:

Number of loans sold

1,417

2,326

3,376

4,605

Principal

$

508,003

$

725,393

$

1,200,067

$

1,406,550

Corporate

During the three and six months ended June 30, 2022, our Corporate segment generated losses of $28.7 million and $55.4 million, respectively, as compared to losses of $24.6 million and $42.0 million, respectively, for the same respective period in 2021. This increase in losses is primarily attributed to higher compensation costs and other corporate costs to support our growth.

Homebuilding Gross Margin

(dollars in thousands)

Homebuilding gross margin represents home sales revenues less cost of home sales revenues and inventory impairment and other. Our homebuilding gross margin percentage, which represents homebuilding gross margin divided by home sales revenues, increased during the three and six months ended June 30, 2022 to 28.2%, as compared to 23.9% and 22.5%, respectively, for the same periods in 2021. This increase was driven by (1) our ability to increase sales price in excess of an increase in our labor and direct costs period over period, (2) benefits from our increased scale driving building efficiencies and streamlined production processes, and (3) the realization of less interest in cost of home sales revenue over the prior period.

23


In the following table, we calculate our homebuilding gross margin, as adjusted to exclude inventory impairment and other and interest in cost of home sales revenues.

Three Months Ended June 30,

2022

%

2021

%

Home sales revenues

$

1,134,535

100.0

%

$

1,004,789

100.0

%

Cost of home sales revenues

(814,895)

(71.8)

%

(764,668)

(76.1)

%

Inventory impairment and other

%

(41)

(0.0)

%

Gross margin from home sales

319,640

28.2

%

240,080

23.9

%

Add: Inventory impairment and other

%

41

0.0

%

Add: Interest in cost of home sales revenues

13,473

1.2

%

18,406

1.8

%

Adjusted homebuilding gross margin excluding interest and inventory impairment and other (1)

$

333,113

29.4

%

$

258,527

25.7

%

Six Months Ended June 30,

2022

%

2021

%

Home sales revenues

$

2,122,950

100.0

%

$

1,964,068

100.0

%

Cost of home sales revenues

(1,523,968)

(71.8)

%

(1,521,175)

(77.5)

%

Inventory impairment and other

%

(41)

(0.0)

%

Gross margin from home sales

598,982

28.2

%

442,852

22.5

%

Add: Inventory impairment and other

%

41

0.0

%

Add: Interest in cost of home sales revenues

25,619

1.2

%

36,783

1.9

%

Adjusted homebuilding gross margin excluding interest and inventory impairment and other (1)

$

624,601

29.4

%

$

479,676

24.4

%

(1)This non-GAAP financial measure should not be used as a substitute for the Company’s operating results in accordance with GAAP. See the reconciliations to the most comparable GAAP measure and other information under “—Non-GAAP Financial Measures.” An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP.

 

For the three and six months ended June 30, 2022, excluding inventory impairment and other, and interest in cost of home sales revenues, our adjusted homebuilding gross margin percentage was 29.4%, as compared to 25.7% and 24.4%, respectively, for the same periods in 2021. We believe the above information is meaningful as it isolates the impact that inventory impairment, indebtedness and acquisitions (if applicable) have on our homebuilding gross margin and allows for comparability of our homebuilding gross margins to previous periods and our competitors.


24


Selling, General and Administrative Expense

(dollars in thousands)

Three Months Ended June 30,

Increase

2022

2021

Amount

%

Selling, general and administrative

$

109,158

$

99,656

$

9,502

9.5

%

As a percentage of home sales revenue

9.6

%

9.9

%

Six Months Ended June 30,

Increase

2022

2021

Amount

%

Selling, general and administrative

$

210,797

$

191,807

$

18,990

9.9

%

As a percentage of home sales revenue

9.9

%

9.8

%

Our selling, general and administrative expense increased $9.5 million and $19.0 million, respectively, for the three and six months ended June 30, 2022 as compared to the same periods in 2021. These increases were primarily attributable to increases of $8.5 million and $17.4 million, respectively, in salaries and wages expense as compared to the same respective period in 2021 due to increased headcount, increased base pay due to market conditions, and increased incentive based compensation accruals, as well as increases in expenses in numerous areas to support our growth. The increases for the three and six months ended June 30, 2022 were partially offset by decreases in internal and external commission expense of $2.7 million and $8.4 million, respectively. During the three months ended June 30, 2022, our selling, general, and administrative expense decreased 30 basis points as a percentage of home sales revenue as compared to the same period in 2021, and during the six months ended June 30, 2022, our selling, general, and administrative expense increased slightly by 10 basis points as a percentage of home sales revenue as compared to the same period in 2021, which increase was partially offset by increased revenues on a partially fixed cost base.

Income Tax Expense

At the end of each interim period we are required to estimate our annual effective tax rate for the fiscal year, and to use that rate to provide for income taxes for the current year-to-date reporting period. Our 2022 estimated annual effective tax rate, before discrete items, of 25.6% is driven by our blended federal and state statutory rate of 24.8%, and certain permanent differences between GAAP and tax, including disallowed deductions for executive compensation which increased our rate by 0.8%.

For the six months ended June 30, 2022, our estimated annual rate of 25.6% was impacted by discrete items which had a net impact of decreasing our rate by 0.4%, including excess tax benefits for vested stock-based compensation and federal energy tax credits claimed on prior year home deliveries in excess of previous estimates.

Our estimated annual rate for the six months ended June 30, 2022 of 25.6% increased by 340 basis points as compared to our effective tax rate for the year ended December 31, 2021 of 22.2%.  The increase in our estimated rate is driven by the expiration of the Energy Efficient Home Credit on December 31, 2021.  The Energy Efficient Home Credit provided a $2,000 tax credit for each home delivered that met the energy saving and certification requirements under the statute.

For the three months ended June 30, 2022 and 2021, we recorded income tax expense of $55.0 million and $34.2 million, respectively. For the six months ended June 30, 2022 and 2021, we recorded income tax expense of $101.3 million and $63.6 million, respectively.

Segment Assets

(dollars in thousands)

June 30,

December 31

Increase (Decrease)

2022

2021

Amount

Change

West

$

816,300

$

668,830

$

147,470

22.0

%

Mountain

1,083,966

1,008,481

75,485

7.5

%

Texas

449,936

322,302

127,634

39.6

%

Southeast

439,321

360,644

78,677

21.8

%

Century Complete

491,925

371,096

120,829

32.6

%

Financial Services

351,300

533,159

(181,859)

(34.1)

%

Corporate

139,987

232,364

(92,377)

(39.8)

%

Total assets

$

3,772,735

$

3,496,876

$

275,859

7.9

%

25


Total assets increased to $3.8 billion as of June 30, 2022 as compared to December 31, 2021, primarily as a result of overall growth of the Company and increased in investment in homebuilding inventory, partially offset by a decrease in Financial Services assets primarily related to a decrease in mortgage loans held for sale period over period. The decrease in our Corporate assets was driven by a decrease in our cash and cash equivalents, partially offset by increases related to Century Living.

Lots owned and controlled

June 30, 2022

December 31, 2021

% Change

Owned

Controlled

Total

Owned

Controlled

Total

Owned

Controlled

Total

West

5,129

2,453

7,582

4,440

4,877

9,317

15.5

%

(49.7)

%

(18.6)

%

Mountain

11,706

3,653

15,359

11,860

8,039

19,899

(1.3)

%

(54.6)

%

(22.8)

%

Texas

6,708

6,741

13,449

5,340

8,159

13,499

25.6

%

(17.4)

%

(0.4)

%

Southeast

6,123

14,209

20,332

5,928

14,195

20,123

3.3

%

0.1

%

1.0

%

Century Complete

5,467

13,362

18,829

5,287

11,734

17,021

3.4

%

13.9

%

10.6

%

Total

35,133

40,418

75,551

32,855

47,004

79,859

6.9

%

(14.0)

%

(5.4)

%

Of our total lots owned and controlled as of June 30, 2022, 46.5% were owned and 53.5% were controlled, as compared to 41.1% owned and 58.9% controlled as of December 31, 2021. The decrease in the number of controlled lots was driven by the termination of certain contracts in our markets that did not meet our investment criteria.

Other Homebuilding Operating Data

Net new home contracts

Three Months Ended

Six Months Ended

June 30,

Increase (Decrease)

June 30,

Increase (Decrease)

2022

2021

Amount

% Change

2022

2021

Amount

% Change

West

248

497

(249)

(50.1)

%

665

891

(226)

(25.4)

%

Mountain

478

617

(139)

(22.5)

%

1,064

1,564

(500)

(32.0)

%

Texas

274

399

(125)

(31.3)

%

686

917

(231)

(25.2)

%

Southeast

415

288

127

44.1

%

824

764

60

7.9

%

Century Complete

818

1,319

(501)

(38.0)

%

1,938

2,439

(501)

(20.5)

%

Total

2,233

3,120

(887)

(28.4)

%

5,177

6,575

(1,398)

(21.3)

%

Net new home contracts (new home contracts net of cancellations) for the three months ended June 30, 2022 decreased by 887 homes, or 28.4%, to 2,233, as compared to 3,120 for the same period in 2021. Net new home contracts for the six months ended June 30, 2022 decreased by 1,398 homes, or 21.3%, to 5,177, as compared to 6,575 for the same period in 2021. During the second quarter of 2022 we experienced a moderation of home sales pace across our markets as compared to prior periods. These decreases were primarily driven by the impact on demand for new homes of increasing interest rates, rising inflation, and macro-economic uncertainty, and to some extent, an increase in cancellations primarily due to interest rate increases.

26


Monthly absorption rate

Our overall monthly “absorption rate” (the rate at which home orders are contracted, net of cancelations) for the three and six months ended June 30, 2022 and 2021 by segment are included in the tables below:

Three Months Ended June 30,

Increase (Decrease)

2022

2021

Amount

% Change

West

3.8

9.7

(5.9)

(60.8)

%

Mountain

4.8

7.6

(2.8)

(36.8)

%

Texas

4.2

9.5

(5.3)

(55.8)

%

Southeast

6.0

4.4

1.6

36.4

%

Century Complete

2.4

4.2

(1.8)

(42.9)

%

Total

3.5

5.7

(2.2)

(38.6)

%

Six Months Ended June 30,

Increase (Decrease)

2022

2021

Amount

% Change

West

5.0

8.7

(3.7)

(42.5)

%

Mountain

5.4

9.7

(4.3)

(44.3)

%

Texas

5.2

10.9

(5.7)

(52.3)

%

Southeast

6.0

5.8

0.2

3.4

%

Century Complete

2.9

3.9

(1.0)

(25.6)

%

Total

4.1

6.0

(1.9)

(31.7)

%

During the three and six months ended June 30, 2022, our absorption rates decreased by 38.6% and 31.7%, respectively, to 3.5 and 4.1 per month, respectively, as compared to the same periods in 2021.  During the second quarter of 2022, we experienced a moderation of sales pace across our markets compared to prior periods. The second quarter 2022 decrease in sales pace was consistent with trends seen in the overall housing market, as increases in interest rates on mortgages, rising inflation, and macro-economic uncertainty caused demand to decrease from the historically strong market conditions experienced since the second quarter of 2020.

Selling communities at period end

As of June 30,

Increase/(Decrease)

2022

2021

Amount

% Change

West

22

17

5

29.4

%

Mountain

33

27

6

22.2

%

Texas

22

14

8

57.1

%

Southeast

23

22

1

4.5

%

Century Complete

113

104

9

8.7

%

Total

213

184

29

15.8

%

Our selling communities increased to 213 communities at June 30, 2022 as compared to 184 at June 30, 2021. This increase was a result of new community openings.

Backlog

(dollars in thousands)

As of June 30,

2022

2021

% Change

Homes

Dollar Value

Average Sales Price

Homes

Dollar Value

Average Sales Price

Homes

Dollar Value

Average Sales Price

West

367

$

294,274

$

801.8

673

$

440,008

$

653.8

(45.5)

%

(33.1)

%

22.6

%

Mountain

1,137

632,865

556.6

1,057

544,365

515.0

7.6

%

16.3

%

8.1

%

Texas

343

128,574

374.9

497

182,080

366.4

(31.0)

%

(29.4)

%

2.3

%

Southeast

767

349,120

455.2

568

230,558

405.9

35.0

%

51.4

%

12.1

%

Century Complete

2,153

572,727

266.0

1,651

365,454

221.4

30.4

%

56.7

%

20.1

%

Total / Weighted Average

4,767

$

1,977,560

$

414.8

4,446

$

1,762,465

$

396.4

7.2

%

12.2

%

4.6

%

27



Backlog reflects the number of homes, net of cancellations, for which we have entered into a sales contract with a customer but for which we have not yet delivered the home. At June 30, 2022, we had 4,767 homes in backlog with a total value of $2.0 billion, which represents increases of 7.2% and 12.2%, respectively, as compared to 4,446 homes in backlog with a total value of $1.8 billion at June 30, 2021.  The increase in backlog dollar value is primarily attributable to the increase in backlog units and a 4.6% increase in the average sales price of homes in backlog.

Supplemental Guarantor Information

Our 6.750% senior notes due 2027 (which we collectively refer to as our “2027 Notes”) and our 3.875% senior notes due 2029 (which we collectively refer to as our “2029 Notes” and together with the 2027 Notes, the “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 5.875% senior notes due 2025 (which we collectively refer to as our “2025 Notes”), which were extinguished during the year ended December 31, 2021, were our unsecured senior obligations and were fully and unconditionally guaranteed on an unsecured basis, jointly and severally, by the Guarantors. Our subsidiaries associated with our Financial Services operations (referred to as “Non-Guarantors”) do not guarantee the Senior Notes. The guarantees are senior unsecured obligations of the Guarantors that rank equal with all existing and future senior debt of the Guarantors and senior to all subordinated debt of the Guarantors. The guarantees are effectively subordinated to any secured debt of the Guarantors. As of June 30, 2022, Century Communities, Inc. had outstanding $1.0 billion in total principal amount of Senior Notes.

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 2025 Notes contained a similar provision.

If a guarantor were to become a debtor in a case under the US Bankruptcy Code, a court may decline to enforce its guarantee of the Senior Notes. This may occur when, among other factors, it is found that the guarantor originally received less than fair consideration for the guarantee and the guarantor would be rendered insolvent by enforcement of the guarantee. On the basis of historical financial information, operating history and other factors, we believe that each of the guarantors, after giving effect to the issuance of its guarantee of the Senior Notes when the guarantee was issued, was not insolvent and did not and has not incurred debts beyond its ability to pay such debts as they mature. The Company cannot predict, however, what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

Only the 2027 Notes and the related guarantees are, and the former 2025 Notes and the related guarantees were, registered securities under the Securities Act of 1933, as amended (the “Securities Act”). The offer and sale of the 2029 Notes and the related guarantees were not and will not be registered under the Securities Act or the securities laws of any other jurisdiction and instead were issued in reliance upon an exemption from such registration. Unless they are subsequently registered under the Securities Act, neither the 2029 Notes nor the related guarantees may be offered and sold only in transactions that are exempt from the registration requirements under the Securities Act and the applicable securities laws of any other jurisdiction.

As the guarantees for the 2027 Notes and the guarantees for the former 2025 Notes were made in connection with the issuance of the 2027 Notes and former 2025 Notes and exchange offers effected under the Securities Act in February 2015, October 2015 and April 2017, the Guarantors’ condensed supplemental financial information is presented in this report as if the guarantees existed during the periods presented pursuant to applicable SEC rules and guidance. If any Guarantors are released from the guarantees in future periods,

28


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.

The following summarized financial information is presented for Century Communities, Inc. and the Guarantor Subsidiaries on a combined basis after eliminating intercompany transactions and balances among Century Communities, Inc. and the Guarantor Subsidiaries, as well as their investment in, and equity in earnings from Non-Guarantor Subsidiaries.

Century Communities, Inc. and Guarantor Subsidiaries

Summarized Balance Sheet Data (in thousands)

June 30, 2022

December 31, 2021

Assets

Cash and cash equivalents

$

3,626

$

180,843

Cash held in escrow

82,494

52,297

Accounts receivable

55,638

39,492

Inventories

3,002,338

2,456,614

Prepaid expenses and other assets

203,169

160,999

Property and equipment, net

26,709

24,220

Deferred tax assets, net

19,356

21,239

Goodwill

30,395

30,395

Total assets

$

3,423,725

$

2,966,099

Liabilities and stockholders’ equity

Liabilities:

Accounts payable

$

115,617

$

82,734

Accrued expenses and other liabilities

391,932

288,229

Notes payable

1,009,631

998,936

Revolving line of credit

141,000

Total liabilities

1,658,180

1,369,899

Stockholders’ equity:

1,765,545

1,596,200

Total liabilities and stockholders’ equity

$

3,423,725

$

2,966,099

Summarized Statements of Operations Data (in thousands)

Six Months Ended

Year Ended

June 30, 2022

December 31, 2021

Total homebuilding revenues

$

2,133,390

$

4,092,576

Total homebuilding cost of revenues

(1,532,826)

(3,095,363)

Selling, general and administrative

(210,797)

(389,610)

Loss on debt extinguishment

(14,458)

Inventory impairment and other

(41)

Other income (expense)

(6,209)

(3,307)

Income before income tax expense

383,558

589,797

Income tax expense

(96,513)

(131,201)

Net income

$

287,045

$

458,596


29


Critical Accounting Policies

Critical accounting estimates are those that we believe are both significant and require us to make difficult, subjective or complex judgments, often because we need to estimate the effect of inherently uncertain matters. We base our estimates and judgments on historical experiences and various other factors that we believe to be appropriate under the circumstances. Actual results may differ from these estimates, and the estimates included in our financial statements might be impacted if we used different assumptions or conditions. A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 3, 2022, in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies.” 

Liquidity and Capital Resources

Overview

Our liquidity, consisting of our cash and cash equivalents and cash held in escrow and Credit Facility availability, was $819.5 million as of June 30, 2022, compared to $1.2 billion as of December 31, 2021.

Our principal uses of capital for the three and six months ended June 30, 2022 were our land purchases, land development, home construction, share repurchases, and the payment of routine liabilities. We increased our investment in homebuilding inventory during 2022, which resulted in 35,133 lots owned at June 30, 2022, a 6.9% increase as compared to December 31, 2021.

Cash flows for each of our communities depend on the stage in the development cycle and can differ substantially from reported earnings. Early stages of development or expansion require significant cash outlays for land acquisitions, entitlements and other approvals, and construction of model homes, roads, utilities, general landscaping and other amenities. Because these costs are a component of our inventory and not recognized in our consolidated statements of operations until a home closes, we incur significant cash outlays prior to our recognition of earnings. In the later stages of community development, cash inflows may significantly exceed earnings reported for financial statement purposes, as the cash outflow associated with home and land construction was previously incurred. From a liquidity standpoint, we are actively acquiring and developing lots in our markets to maintain and grow our lot supply and active selling communities. As we continue to expand our business, our cash outlays for land purchases and land development to grow our lot inventory may exceed our cash generated by operations.

Under our shelf registration statement, which we filed with the SEC on July 1, 2021 and was automatically effective upon filing, we have the ability to access the debt and equity capital markets in registered transactions from time to time and as needed as part of our ongoing financing strategy and subject to market conditions. In August 2021, we filed a prospectus supplement to offer up to $100.0 million under the shelf registration statement under our at-the-market facility described below.

Short-term Liquidity and Capital Resources

We use funds generated by operations, available borrowings under our Credit Facility, and proceeds from issuances of debt or equity, including our current at-the-market facility, to fund our short term working capital obligations and fund our purchases of land, as well as land development, home construction activities, and other cash needs.

Our Financial Services operations use funds generated from operations, and availability under our mortgage repurchase facilities to finance its operations including originations of mortgage loans to our homebuyers.

Our Century Living operations use excess cash from our operations as well as project specific secured financing to fund development of multi-family projects.

We believe that we will be able to fund our current liquidity needs for at least the next twelve months with our cash on hand, cash generated from operations, and cash expected to be available from our revolving line of credit or through accessing debt or equity capital, as needed or appropriate, although no assurance can be provided that such additional debt or equity capital will be available or on acceptable terms, especially in light of the current COVID-19 pandemic, the macro-economy, and market conditions at the time. While the impact of the COVID-19 pandemic will continue to evolve, we believe we are well positioned from a cash and liquidity standpoint to not only operate in an uncertain environment, but also continue to grow with the market and pursue other ways to properly deploy capital to enhance returns, which may include taking advantage of strategic opportunities as they arise.

Long-term Liquidity and Capital Resources

Beyond the next twelve months, we believe that our principal uses of capital will be land and inventory purchases and other expenditures to invest in our future growth, as well as principal and interest payments on our long-term debt obligations. We believe that we will be able to fund our long-term liquidity needs with cash generated from operations and cash expected to be available from our revolving

30


line of credit or through accessing debt or equity capital, as needed or appropriate, although no assurance can be provided that such additional debt or equity capital will be available. To the extent these sources of capital are insufficient to meet our needs, we may also conduct additional public or private offerings of our securities, refinance debt, or dispose of certain assets to fund our operating activities and capital needs.

Material Cash Requirements

In the normal course of business, we enter into contracts and commitments that obligate us to make payments in the future. These obligations impact our short-term and long-term liquidity and capital resource needs. For the three and six months ended June 30, 2022, there were no material changes to the contractual obligations we previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 that was filed with the SEC on February 3, 2022.

In the ordinary course of business, we enter into land purchase contracts in order to procure lots for the construction of our homes. We are subject to customary obligations associated with entering into contracts for the purchase of land and improved lots. Purchase and option contracts for the purchase of land enable us to defer acquiring portions of properties owned by third parties until we have determined whether to exercise our option, which may serve to reduce our financial risks associated with long-term land holdings. These purchase contracts typically require a cash deposit, and the purchase of properties under these contracts is generally contingent upon satisfaction of certain requirements, including obtaining applicable property and development entitlements. We also utilize option contracts with land sellers and others as a method of acquiring land in staged takedowns, to help us manage the financial and market risk associated with land holdings, and to reduce the use of funds from our corporate financing sources. Option contracts generally require payment by us of a non-refundable deposit for the right to acquire lots over a specified period of time at pre-determined prices. Our obligations with respect to purchase contracts and option contracts are generally limited to the forfeiture of the related non-refundable cash deposits.

As of June 30, 2022, we had outstanding purchase contracts and option contracts for 40,418 lots, totaling approximately $1.7 billion, and we had $66.8 million of deposits for land contracts, of which $36.5 million were non-refundable cash deposits pertaining to land contracts. Subject to the terms of the outstanding contracts continuing to meet our investment criteria, we currently anticipate performing on the majority of the purchase and option contracts during the next twelve to eighteen months, with performance on the remaining purchase and option contacts occurring in future periods. Our performance, including the timing and amount of purchase, if any, under these outstanding purchase and option contracts is subject to change and dependent on future market conditions.

Our utilization of land option contracts is dependent on, among other things, the availability of land sellers willing to enter into option takedown arrangements, the availability of capital to financial intermediaries to finance the development of optioned lots, general housing market conditions, and local market dynamics. Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions.

Outstanding Debt Obligations and Debt Service Requirements

Our outstanding debt obligations included the following as of June 30, 2022 and December 31, 2021 (in thousands):  

June 30,

December 31,

2022

2021

3.875% senior notes, due August 2029(1)

$

494,503

$

494,117

6.750% senior notes, due May 2027(1)

495,985

495,581

Other financing obligations(2)

19,143

9,238

Notes payable

1,009,631

998,936

Revolving line of credit

141,000

Mortgage repurchase facilities

209,001

331,876

Total debt

$

1,359,632

$

1,330,812

 

(1)The carrying value of the senior notes reflects the impact of premiums, discounts, and issuance costs that are amortized to interest cost over the respective terms of the senior notes.

(2)As of June 30, 2022, other financing obligations included $18.2 million related to insurance premium notes and certain secured borrowings, as well as $0.9 million outstanding under the Construction Loan Agreement. As of June 30, 2021, other financing obligations included $9.2 million related to insurance premium notes and certain secured borrowings.

A summary of our debt obligations is included in Note 9 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 3, 2022 and in Note 8 to our condensed consolidated financial statements in this Form 10-Q.

31


We may from time to time seek to refinance or increase our outstanding debt or retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may or may not be material during any particular reporting period.

Letters of Credit and Performance Bonds

In the normal course of business, we post letters of credit and performance and other bonds primarily related to our land development performance obligations with local municipalities. As of June 30, 2022 and December 31, 2021, we had $564.0 million and $492.5 million, respectively, in letters of credit and performance and other bonds issued and outstanding. Although significant development and construction activities have been completed related to the improvements at these sites, the letters of credit and performance and other bonds are not generally released until all development and construction activities are completed.

Construction Loan Agreement

On March 17, 2022, a wholly owned subsidiary of Century Living entered into a Construction Loan Agreement with U.S. Bank National Association, a national banking association, d/b/a Housing Capital Company (which we refer to as “the Lender”). The Construction Loan Agreement provides that we may borrow up to $80.0 million from the Lender for purposes of construction of a multi-family project in Colorado, with advances made by the Lender upon the satisfaction of certain conditions. Borrowings under the Construction Loan Agreement bear interest at a rate per annum equal to a forward-looking term rate based on the secured overnight financing rate (which we refer to as “SOFR”) plus 210 basis points. The outstanding principal balance and all accrued and unpaid interest is due on the maturity date of March 17, 2026, and prepayments of the unpaid principal balance and accrued interest may be prepaid in full or in part, without premium or penalty. We have the option to extend the maturity date for a period of 12 months if certain conditions are satisfied. The Construction Loan Agreement contains customary affirmative and negative covenants (including covenants related to construction completion, and limitations on the use of loan proceeds, transfers of land, equipment, and improvements), as well as customary events of default.

As of June 30, 2022, $0.9 million was outstanding under the Construction Loan Agreement, and we were in compliance with all covenants thereunder.

Revolving Line of Credit

On May 21, 2021, we entered into a Second Amended and Restated Credit Agreement (which we refer to as the “Second A&R Credit Agreement”) with, Texas Capital Bank, National Association, as Administrative Agent and L/C Issuer, and the lenders party thereto. The Second A&R Credit Agreement, which amended and restated the Amended and Restated Credit Agreement, provides us with a senior unsecured revolving line of credit (which we refer to as the “Credit Facility”) of up to $800 million, and unless terminated earlier, will mature on April 30, 2026. The Credit Facility includes a $250.0 million sublimit for standby letters of credit. Under the terms of the Second A&R Credit Agreement, the Company is entitled to request an increase in the size of the Credit Facility by an amount not exceeding $200 million. Our obligations under the Second A&R Credit Agreement are guaranteed by certain of our subsidiaries. The Second A&R Credit Agreement contains customary affirmative and negative covenants (including limitations on our ability to grant liens, incur additional debt, pay dividends, redeem our common stock, make certain investments and engage in certain merger, consolidation or asset sale transactions), as well as customary events of default. Borrowings under the Second A&R Credit Agreement bear interest at a floating rate equal to the adjusted Eurodollar Rate plus an applicable margin between 2.05% and 2.65% per annum, and if made available in the Administrative Agent’s discretion, a base rate plus an applicable margin between 1.05% and 1.65% per annum.

As of June 30, 2022, we had $141.0 million outstanding under the Credit Facility and were in compliance with all covenants under the Second A&R Credit Agreement.

Mortgage Repurchase Facilities – Financial Services

On May 4, 2018, September 14, 2018, and August 1, 2019, Inspire entered into mortgage warehouse facilities, with Comerica Bank, J.P. Morgan, and Wells Fargo, respectively. The mortgage warehouse lines of credit (which we refer to as the “Repurchase Facilities”), which were increased during 2020, provide Inspire with uncommitted repurchase facilities of up to an aggregate of $325.0 million as of June 30, 2022, secured by the mortgage loans financed thereunder. The Repurchase Facilities have varying short term maturity dates through August 23, 2022 and bear a weighted average interest rate of 2.938%.

Amounts outstanding under the Repurchase Facilities are not guaranteed by us or any of our subsidiaries and the agreements contain various affirmative and negative covenants applicable to Inspire that are customary for arrangements of this type. As of June 30, 2022, we had $209.0 million outstanding under these Repurchase Facilities and were in compliance with all covenants thereunder.

32


During the three and six months ended June 30, 2022, we incurred interest expense on the Repurchase Facilities of $0.4 million and $0.6 million, respectively. During the same periods in 2021, we incurred interest expense on the Repurchase Facilities of $0.8 million and $1.4 million, respectively. Interest expense on the Repurchase Facilities is included in financial services costs on our condensed consolidated statements of operations.

At-the-Market Offerings

On November 27, 2019, we entered into a Distribution Agreement with J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc., and Fifth Third Securities, Inc. (which we refer to as the “Distribution Agreement”), as sales agents pursuant to which we may offer and sell shares of our common stock having an aggregate offering price of up to $100.0 million from time to time through any of the sales agents party thereto in “at-the-market” offerings, in accordance with the terms and conditions set forth in the Distribution Agreement. This Distribution Agreement, which superseded and replaced a prior similar distribution agreement, and was amended in July 2021 to acknowledge our filing of a new registration statement on Form S-3 registering the issuance and sale of shares of our common stock under the Distribution Agreement and replace Citigroup Global Markets Inc. with Wells Fargo Securities, LLC as a sales agent, had all $100.0 million available for sale as of June 30, 2022.  We did not sell or issue any shares of our common stock during the three and six months ended June 30, 2022 and 2021, respectively. The Distribution Agreement will remain in full force and effect until terminated by either party pursuant to the terms of the agreement or such date that the maximum offering amount has been sold in accordance with the terms of the agreement.

Stock Repurchase Program

On November 6, 2018, our Board of Directors authorized a stock repurchase program, under which we may repurchase up to 4.5 million shares of our outstanding common stock. The shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with federal securities laws. The actual manner, timing, amount and value of repurchases under the stock repurchase program will be determined by management at its discretion and will depend on a number of factors, including the market price of our common stock, trading volume, other capital management objectives and opportunities, applicable legal requirements, and general market and economic conditions.

We intend to finance any stock repurchases through available cash and our Credit Facility. Repurchases also may be made under a trading plan under Rule 10b5-1 under the Securities Exchange Act of 1934, which would permit shares to be repurchased when we otherwise may be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions. The stock repurchase program has no expiration date and may be extended, suspended or discontinued by our Board of Directors at any time without notice at our discretion. All shares of common stock repurchased under the program will be cancelled and returned to the status of authorized but unissued shares of common stock.

During the three and six months ended June 30, 2022, an aggregate of 0.8 million and 1.8 million shares, respectively, of our common stock were repurchased for a total purchase price of approximately $35.9 million and $98.3 million, respectively, and a weighted average price of $45.42 and $54.46 per share, respectively. During the three and six months ended June 30, 2021, we did not repurchase any shares of our common stock. The maximum number of shares available to be purchased under the stock repurchase program as of June 30, 2022 was 2,008,994 shares.

Dividends

The following table sets forth cash dividends declared by our Board of Directors to holders of record of our common stock during the six months ended June 30, 2022, (in thousands, except per share information):

Cash Dividends Declared

Declaration Date

Record Date

Payable Date

Per Share

Amount

February 16, 2022

March 2, 2022

March 16, 2022

$

0.20

$

6,657

May 18, 2022

June 1, 2022

June 15, 2022

$

0.20

$

6,568

The declaration and payment of future cash dividends on our common stock, whether at current levels or at all, are at the discretion of our Board of Directors and depend upon, among other things, our expected future earnings, cash flows, capital requirements, access to external financing, debt structure and any adjustments thereto, operational and financial investment strategy and general financial condition, as well as general business conditions.

33


Cash Flows— Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021

For the six months ended June 30, 2022 and 2021, the comparison of cash flows is as follows:

Our primary sources of cash flows from operations are from the sale of single-family attached and detached homes and mortgages. Our primary uses of cash flows from operations are the acquisition of land and expenditures associated with the construction of our single-family attached and detached homes and the origination of mortgages held for sale. Net cash used in operating activities was $102.9 million during the six months ended June 30, 2022 as compared to net cash provided by operating activities of $143.4 million during 2021. The increase in cash used in operations is primarily a result of increased investment in our homebuilding inventories for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, partially offset by a decrease in originations of mortgage loans held for sale and a $81.6 million increase in net income during six months ended June 30, 2022 as compared to the six months ended June 30, 2021.

Net cash used in investing activities increased to $25.3 million during the six months ended June 30, 2022, compared to $4.4 million used during the same period in 2021. The increase was primarily related to expenditures related to the development, construction, and management of multi-family rental properties by our wholly owned subsidiary Century Living.

Net cash used in financing activities decreased to $96.3 million during the six months ended June 30, 2022, compared to net cash used by financing activities of $112.5 million during the same period in 2021. The decrease in cash used in financing activities was primarily attributable to a $141.0 million cash inflow from borrowings under our revolving line of credit for the six months ended June 30, 2022 compared to no revolving line of credit borrowings outstanding for the six months ended June 30, 2021 partially offset by (1) a $23.6 million increase in net payments on the Repurchase Facilities (2) a $98.3 million increase in repurchases of our common stock and (3) an $8.2 million increase in dividend payments during the six months ended June 30, 2022 compared to the six months ended June 30, 2021.

As of June 30, 2022, our cash and cash equivalents and restricted cash balance was $97.8 million.


34


Non-GAAP Financial Measures

In this Form 10-Q, we use certain non-GAAP financial measures, including EBITDA, Adjusted EBITDA, net homebuilding debt to net capital, and adjusted net earnings per diluted common shares. These non-GAAP financial measures are presented to provide investors additional information to facilitate the comparison of our past and present operations. We believe these non-GAAP financial measures provide useful information to investors because they are used to evaluate our performance on a comparable year-over-year basis. These non-GAAP financial measures are not in accordance with, or an alternative for, GAAP measures and may be different from non-GAAP financial measures used by other companies. In addition, these non-GAAP financial measures are not based on any comprehensive or standard set of accounting rules or principles. Accordingly, the calculation of our non-GAAP financial measures may differ from the definitions of other companies using the same or similar names limiting, to some extent, the usefulness of such measures for comparison purposes. Non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with our financial results as determined in accordance with GAAP. These measures should only be used to evaluate our financial results in conjunction with the corresponding GAAP measures. Accordingly, we qualify our use of non-GAAP financial information in a statement when non-GAAP financial information is presented.

EBITDA and Adjusted EBITDA

The following table presents EBITDA and Adjusted EBITDA for the three and six months ended June 31, 2022 and 2021. Adjusted EBITDA is a non-GAAP financial measure we use as a supplemental measure in evaluating operating performance. We define Adjusted EBITDA as consolidated net income before (i) income tax expense, (ii) interest in cost of home sales revenues, (iii) other interest expense, (iv) depreciation and amortization expense, (v) loss on debt extinguishment, and (vi) inventory impairment and other. We believe Adjusted EBITDA provides an indicator of general economic performance that is not affected by fluctuations in interest rates or effective tax rates, levels of depreciation or amortization, and items considered to be non-recurring. Accordingly, our management believes that this measurement is useful for comparing general operating performance from period to period. Adjusted EBITDA should be considered in addition to, and not as a substitute for, consolidated net income in accordance with GAAP as a measure of performance. Our presentation of Adjusted EBITDA should not be construed as an indication that our future results will be unaffected by unusual or non-recurring items. Our Adjusted EBITDA is limited as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

(dollars in thousands)

Three Months Ended June 30,

Six Months Ended June 30,

2022

2021

% Change

2022

2021

% Change

Net income

$

158,668

$

117,910

34.6

%

$

301,164

$

219,562

37.2

%

Income tax expense

54,980

34,224

60.6

%

101,260

63,621

59.2

%

Interest in cost of home sales revenues

13,473

18,406

(26.8)

%

25,619

36,783

(30.4)

%

Interest expense (income)

(147)

(172)

(14.5)

%

(12)

(283)

(95.8)

%

Depreciation and amortization expense

2,746

2,849

(3.6)

%

5,352

5,655

(5.4)

%

EBITDA

229,720

173,217

32.6

%

433,383

325,338

33.2

%

Inventory impairment and other

41

NM

41

NM

Adjusted EBITDA

$

229,720

$

173,258

32.6

%

$

433,383

$

325,379

33.2

%

NM – Not Meaningful


35


Net Homebuilding Debt to Net Capital

The following table presents our ratio of net homebuilding debt to net capital, which is a non-GAAP financial measure.  We calculate this by dividing net homebuilding debt (homebuilding debt less cash and cash equivalents, and cash held in escrow) by net capital (net homebuilding debt plus total stockholders’ equity). Homebuilding debt is our total debt minus our outstanding borrowings under our Construction Loan Agreement and our Repurchase Facilities. The most directly comparable GAAP measure is the ratio of debt to total capital. We believe the ratio of net homebuilding debt to net capital is a relevant and useful financial measure to investors in understanding the leverage employed in our operations and as an indicator of our ability to obtain external financing.

(dollars in thousands)

June 30,

December 31,

2022

2021

Notes payable

$

1,009,631

$

998,936

Revolving line of credit

141,000

Construction loan agreement

(917)

Total homebuilding debt

1,149,714

998,936

Total stockholders' equity

1,951,164

1,764,508

Total capital

$

3,100,878

$

2,763,444

Homebuilding debt to capital

37.1%

36.1%

Total homebuilding debt

$

1,149,714

$

998,936

Cash and cash equivalents

(78,011)

(316,310)

Cash held in escrow

(82,494)

(52,297)

Net homebuilding debt

989,209

630,329

Total stockholders' equity

1,951,164

1,764,508

Net capital

$

2,940,373

$

2,394,837

Net homebuilding debt to net capital

33.6%

26.3%


36


Adjusted Net Income and Adjusted Diluted Earnings per Share

Adjusted Net Income and Adjusted Diluted Earnings per Share (which we refer to as “Adjusted EPS”) are non-GAAP financial measures that we believe are useful to management, investors and other users of our financial information in evaluating our operating results and understanding our operating trends without the effect of certain non-recurring items. We believe excluding certain non-recurring items provides more comparable assessment of our financial results from period to period. We define Adjusted Net Income as consolidated net income before (i) income tax expense, (ii) inventory impairment and other (iii) restructuring costs, and (iv) loss on debt extinguishment, less adjusted income tax expense, calculated using the Company’s estimated annual effective tax rate after discrete items for the applicable period. Adjusted Diluted EPS is calculated by excluding the effect of loss on inventory impairment and other, restructuring costs and loss on debt extinguishment from the calculation of reported EPS.

(in thousands, except per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

2022

2021

2022

2021

Numerator

Net income

$

158,668

$

117,910 

$

301,164

$

219,562 

Denominator

Weighted average common shares outstanding - basic

32,839,402

33,738,586 

33,183,097

33,651,727 

Dilutive effect of restricted stock units

387,981

218,052 

399,803

269,212 

Weighted average common shares outstanding - diluted

33,227,383

33,956,638 

33,582,900

33,920,939 

Earnings per share:

Basic

$

4.83

$

3.49 

$

9.08

$

6.52 

Diluted

$

4.78

$

3.47 

$

8.97

$

6.47 

Adjusted earnings per share

Numerator

Net income

$

158,668

$

117,910 

$

301,164

$

219,562 

Income tax expense

54,980

34,224 

101,260

63,621 

Income before income tax expense

213,648

152,134 

402,424

283,183 

Inventory impairment and other

41 

41 

Adjusted income before income tax expense

213,648

152,175 

402,424

283,224 

Adjusted income tax expense(1)

(54,980)

(34,188)

(101,260)

(63,630)

Adjusted net income

$

158,668

117,987 

$

301,164

219,594 

Denominator - Diluted

33,227,383

33,956,638 

33,582,900

33,920,939 

Adjusted diluted earnings per share

$

4.78

$

3.47 

$

8.97

$

6.47 

(1)The tax rates used in calculating adjusted net income for the three and six months ended June 30, 2022 was 25.7% and 25.2%, respectively, and for the three and six months ended June 30, 2021 was 22.5%, which are reflective of the Company’s GAAP tax rates for the applicable periods.


37


ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Interest Rates

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risks associated with our Second A&R Credit Agreement and Construction Loan Agreement.

Borrowings under the Second A&R Credit Agreement bear interest at a floating rate equal to the adjusted Eurodollar Rate plus an applicable margin between 2.05% and 2.65% per annum, and if made available in the Administrative Agent’s discretion, a base rate plus an applicable margin between 1.05% and 1.65% per annum. The “applicable margins” described above are determined by a schedule based on the leverage ratio of the Company, as defined in the Second A&R Credit Agreement. The Second A&R Credit Agreement also provides for fronting fees and letter of credit fees payable to the L/C Issuer and commitment fees payable to the Administrative Agent equal to 0.20% of the unused portion of the senior unsecured revolving line of credit.

Borrowings under the Construction Loan Agreement bear interest at a rate per annum equal to a forward-looking term rate based on the SOFR plus 210 basis points.

For fixed rate debt, such as our senior notes, changes in interest rates generally affect the fair value of the debt instrument, but not our earnings or cash flows. As interest rates increase, the fair value of the debt instrument will decrease.

Our Financial Services business utilizes mortgage backed securities forward commitments, option contracts and investor commitments to protect the value of rate-locked commitments and loans held for sale from fluctuations in mortgage-related interest rates. To mitigate interest risk associated with loans held for sale, we typically use derivative financial instruments to hedge our exposure to risk from the time a borrower locks a loan until the time the loan is securitized. We also typically hedge our interest rate exposure through entering into interest rate swap futures.

Inflation

Our homebuilding operations have been and may continue to be adversely impacted by inflation, primarily from higher land, financing, labor, material, particularly lumber, and construction costs. In addition, inflation has led and could continue to lead to higher mortgage rates, which has and could continue to significantly affect the affordability of mortgage financing to homebuyers and lead to weakened demand for our homes, as well as increased cancellations. As inflation remained elevated during the three and six months ended June 30, 2022, interest rates on 30-year fixed mortgages have risen, coupled with the Federal Reserve raising the federal funds interest rate during the first and second quarters of 2022. While we were generally able to pass on cost increases from inflationary impacts to customers through increased home prices during the three and six months ended June 30, 2022, we may not be able to continue to offset cost increases with higher home selling prices in the future if weak housing market conditions exist.

Seasonality

Historically, the homebuilding industry experiences seasonal fluctuations in quarterly operating results and capital requirements. We typically experience the highest new home order activity during the spring, although this activity is also highly dependent on the number of active selling communities, timing of new community openings and other market factors. Since it historically has taken four to eight months to construct a new home, we typically deliver more homes in the second half of the year as spring and summer home orders convert to home deliveries. Because of this seasonality, home starts, construction costs and related cash outflows have historically been highest in the second and third quarters, and the majority of cash receipts from home deliveries occurs during the second half of the year. We expect this seasonal pattern to continue over the long term, although it may be affected by volatility in the homebuilding industry, supply chain challenges, changes in demand for our homes, and the COVID-19 pandemic.

 

ITEM 4.     CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our co-principal executive officers and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined under Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”)) as of June 30, 2022, the end of the period covered by this Form 10-Q. Based on this evaluation, our co-principal executive officers and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2022 in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

38


Changes in Internal Control over Financial Reporting

There were no changes during the second quarter of 2022 in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS.

Because of the nature of the homebuilding business, we and certain of our subsidiaries and affiliates have been named as defendants in various claims, complaints and other legal actions arising in the ordinary course of business. In the opinion of our management, the outcome of these ordinary course matters will not have a material adverse effect upon our financial condition, results of operations or cash flows.

ITEM 1A.     RISK FACTORS.

There have been no material changes to the risk factors we previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 that was filed with the SEC on February 3, 2022.

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table summarizes the number of shares of our common stock that were purchased by the Company during each of the three fiscal months in our second quarter ended June 30, 2022.

Total number of shares purchased (1)

Average price paid per share

Total number of shares purchased as part of publicly announced plans or programs

Maximum number of shares that may yet be purchased under the plans or programs

April

Purchased 4/1 through 4/30

114,171

$

54.30

114,171

2,685,381

May

Purchased 5/1 through 5/31

95,901

49.48

95,901

2,589,480

June

Purchased 6/1 through 6/30

580,486

43.00

580,486

2,008,994

Total

790,558

$

45.42

(1)On November 6, 2018, the Company's Board of Directors authorized a stock repurchase program, under which we may repurchase up to 4,500,000 shares of our outstanding common stock. Under the terms of the program, the shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with federal securities laws. This program has no expiration date but may be terminated by the Board of Directors at any time. The Company repurchased 790,558 shares during the period indicated above under this program and 2,008,994 shares remained available to repurchase under this program as of June 30, 2022.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.     MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.     OTHER INFORMATION.

Not applicable.


39


ITEM 6.     EXHIBITS.

The following exhibits are either filed herewith or incorporated herein by reference:

Item No.

Description

3.1

Certificate of Incorporation of Century Communities, Inc., as amended (incorporated by reference to Exhibit 3.1 to the initial filing of Century Communities, Inc.’s Registration Statement on Form S-1, filed with the SEC on May 5, 2014 (File No. 333-195678))

3.2

Restated Bylaws of Century Communities, Inc. (incorporated by reference to Exhibit 3.2 to Century Communities, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 (File No. 001-36491))

10.1

Century Communities, Inc. 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Century Communities, Inc.’s Current Report on Form 8-K as filed with the SEC on May 5, 2022 (File No. 001-36491)

10.2

Form of Employee Performance Share Unit Award Agreement for use with the Century Communities, Inc. 2022 Omnibus Incentive Plan – (incorporated by reference to Exhibit 10.2 to Century Communities, Inc.’s Current Report on Form 8-K as filed with the SEC on May 5, 2022 (File No. 001-36491)

10.3

Form of Employee Restricted Stock Unit Award Agreement for use with the Century Communities, Inc. 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to Century Communities, Inc.’s Current Report on Form 8-K as filed with the SEC on May 5, 2022 (File No. 001-36491)

10.4

Form of Co-Chief Executive Officer Restricted Stock Unit Award Agreement for use with the Century Communities, Inc. 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to Century Communities, Inc.’s Current Report on Form 8-K as filed with the SEC on May 5, 2022 (File No. 001-34691)

22.1

List of Guarantor Subsidiaries (filed herewith)

31.1

Certification of the Co-Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith)

31.2

Certification of the Co-Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith)

31.3

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith)

32.1

Certification of the Co-Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

32.2

Certification of the Co-Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

32.3

Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

101.INS

Inline XBRL Instance Document (the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document)

101.SCH

Inline XBRL Taxonomy Extension Schema Document (filed herewith)

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)

101.DEF

Inline XBRL Taxonomy Definition Linkbase Document (filed herewith)

101.LAB

Inline XBRL Taxonomy Extension Labels Linkbase Document (filed herewith)

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)

104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)


40


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Century Communities, Inc.

Date: July 27, 2022

By:

/s/ Dale Francescon

Dale Francescon

Chairman of the Board and Co-Chief Executive Officer

(Co-Principal Executive Officer)

Date: July 27, 2022

By:

/s/ Robert J. Francescon

Robert J. Francescon

Co-Chief Executive Officer and President

(Co-Principal Executive Officer)

Date: July 27, 2022

By:

/s/ David Messenger

David Messenger

Chief Financial Officer

(Principal Financial Officer)

Date: July 27, 2022

By:

/s/ J. Scott Dixon

J. Scott Dixon

Assistant Chief Financial Officer

(Principal Accounting Officer)

41