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

ccs-20220331x10q

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 March 31, 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 April 22, 2022, 32,924,190 shares of common stock, par value $0.01 per share, were outstanding.  


CENTURY COMMUNITIES, INC.

FORM 10-Q

For the Three Months Ended March 31, 2022

Index

Page No.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

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

3

Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021

4

Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021

5

Unaudited Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 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

16

Item 3. Quantitative and Qualitative Disclosures About Market Risk

36

Item 4. Controls and Procedures

36

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

37

Item 1A. Risk Factors

37

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

37

Item 3. Defaults Upon Senior Securities

37

Item 4. Mine Safety Disclosures

37

Item 5. Other Information

37

Item 6. Exhibits

38

Signatures

39

2


PART I – FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS.

Century Communities, Inc.

Condensed Consolidated Balance Sheets

As of March 31, 2022 and December 31, 2021

(in thousands, except share and per share amounts)

 

March 31,

December 31,

2022

2021

Assets

(unaudited)

(audited)

Cash and cash equivalents

$

209,046

$

316,310

Cash held in escrow

45,212

52,297

Accounts receivable

46,038

41,932

Inventories

2,680,195

2,456,614

Mortgage loans held for sale

198,985

353,063

Prepaid expenses and other assets

236,567

200,087

Property and equipment, net

27,791

24,939

Deferred tax assets, net

21,272

21,239

Goodwill

30,395

30,395

Total assets

$

3,495,501

$

3,496,876

Liabilities and stockholders' equity

Liabilities:

Accounts payable

$

91,520

$

84,679

Accrued expenses and other liabilities

370,130

316,877

Notes payable

1,010,961

998,936

Revolving line of credit

Mortgage repurchase facilities

193,028

331,876

Total liabilities

1,665,639

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, 33,038,361 and 33,760,940 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively

330

338

Additional paid-in capital

627,447

697,845

Retained earnings

1,202,085

1,066,325

Total stockholders' equity

1,829,862

1,764,508

Total liabilities and stockholders' equity

$

3,495,501

$

3,496,876

See Notes to Unaudited Condensed Consolidated Financial Statements

3


Century Communities, Inc.

Unaudited Condensed Consolidated Statements of Operations

For the Three Months Ended March 31, 2022 and 2021

(in thousands, except share and per share amounts)

Three Months Ended March 31,

2022

2021

Revenues

Homebuilding revenues

Home sales revenues

$

988,415

$

959,279

Land sales and other revenues

1,630

15,670

Total homebuilding revenues

990,045

974,949

Financial services revenues

26,305

33,620

Total revenues

1,016,350

1,008,569

Homebuilding cost of revenues

Cost of home sales revenues

(709,073)

(756,507)

Cost of land sales and other revenues

(846)

(10,020)

Total homebuilding cost of revenues

(709,919)

(766,527)

Financial services costs

(15,154)

(18,301)

Selling, general and administrative

(101,639)

(92,151)

Other income (expense)

(862)

(541)

Income before income tax expense

188,776

131,049

Income tax expense

(46,280)

(29,397)

Net income

$

142,496

$

101,652

Earnings per share:

Basic

$

4.25

$

3.03

Diluted

$

4.20

$

3.00

Weighted average common shares outstanding:

Basic

33,530,610

33,563,903

Diluted

33,942,234

33,884,275

See Notes to Unaudited Condensed Consolidated Financial Statements

4


Century Communities, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2022 and 2021

(in thousands)

Three Months Ended March 31,

2022

2021

Operating activities

Net income

$

142,496

$

101,652

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

2,606

2,806

Stock-based compensation expense

4,064

3,019

Fair value of mortgage loans held for sale and other

4,443

(15)

Deferred income taxes

(33)

(2,763)

Loss on disposition of assets

384

329

Changes in assets and liabilities:

Cash held in escrow

7,085

(31,071)

Accounts receivable

3,669

(3,075)

Inventories

(193,451)

63,586

Mortgage loans held for sale

144,361

(25,662)

Prepaid expenses and other assets

(28,084)

(14,900)

Accounts payable

8,720

(23,533)

Accrued expenses and other liabilities

13,173

25,747

Net cash provided by operating activities

109,433

96,120

Investing activities

Purchases of property and equipment

(5,841)

(2,913)

Other investing activities

750

27

Net cash used in investing activities

(5,091)

(2,886)

Financing activities

Borrowings under revolving credit facilities

141,500

Payments on revolving credit facilities

(141,500)

Proceeds from issuance of insurance premium notes and other

16,863

4,124

Principal payments on insurance premium notes and other

(5,235)

(1,602)

Net (payments) proceeds for mortgage repurchase facilities

(138,848)

26,000

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

(12,138)

(12,177)

Repurchases of common stock under stock repurchase program

(62,377)

Dividend payments

(6,657)

Other

(34)

(30)

Net cash (used in) provided by financing activities

(208,426)

16,315

Net (decrease) increase

$

(104,084)

$

109,549

Cash and cash equivalents and Restricted cash

Beginning of period

322,241

398,081

End of period

$

218,157

$

507,630

Supplemental cash flow disclosure

Cash (refunds) paid for income taxes

$

(893)

$

10

Cash and cash equivalents and Restricted cash

Cash and cash equivalents

$

209,046

$

502,906

Restricted cash (Note 5)

9,111

4,724

Cash and cash equivalents and Restricted cash

$

218,157

$

507,630

See Notes to Unaudited Condensed Consolidated Financial Statements

5


Century Communities, Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

For the Three Months Ended March 31, 2022 and 2021

(in thousands)

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

480

5

(5)

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

(190)

(3)

(12,135)

(12,138)

Repurchases of common stock

(1,013)

(10)

(62,367)

(62,377)

Stock-based compensation expense

4,064

4,064

Cash dividends declared and dividend equivalents

79

(6,736)

(6,657)

Other

(34)

(34)

Net income

142,496

142,496

Balance at March 31, 2022

33,038

$

330

$

627,447

$

1,202,085

$

1,829,862

Balance at December 31, 2020

33,351

$

334

$

697,200

$

583,171

$

1,280,705

Vesting of stock-based compensation awards

601

6

(6)

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

(244)

(3)

(12,174)

(12,177)

Stock-based compensation expense

3,019

3,019

Other

(30)

(30)

Net income

101,652

101,652

Balance at March 31, 2021

33,708

$

337

$

688,009

$

684,823

$

1,373,169

See Notes to Unaudited Condensed Consolidated Financial Statements


6


Century Communities, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 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.

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. 

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

 

Three Months Ended March 31,

2022

2021

Revenue:

West

$

262,710

$

185,826

Mountain

281,360

305,313

Texas

124,577

87,735

Southeast

149,600

220,406

Century Complete

171,798

175,669

Financial Services

26,305

33,620

Corporate

Total revenue

$

1,016,350

$

1,008,569

Income (loss) before income tax expense:

West

$

71,242

$

27,461

Mountain

56,999

51,980

Texas

20,570

8,531

Southeast

30,865

23,440

Century Complete

24,692

21,730

Financial Services

11,151

15,319

Corporate

(26,743)

(17,412)

Total income before income tax expense

$

188,776

$

131,049

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

March 31,

December 31,

2022

2021

West

$

724,968

$

668,830

Mountain

1,016,202

1,008,481

Texas

365,114

322,302

Southeast

401,522

360,644

Century Complete

424,854

371,096

Financial Services

396,178

533,159

Corporate

166,663

232,364

Total assets

$

3,495,501

$

3,496,876

Corporate assets primarily include certain cash and cash equivalents, certain property and equipment, prepaid insurance, and deferred financing costs on our revolving line of credit.

 

8


3. Inventories

Inventories included the following (in thousands):

March 31,

December 31,

2022

2021

Homes under construction

$

1,298,771

$

1,188,270

Land and land development

1,326,172

1,214,965

Capitalized interest

55,252

53,379

Total inventories

$

2,680,195

$

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 $230.7 million and $164.3 million at March 31, 2022 and December 31, 2021, respectively, and carried a weighted average interest rate of approximately 4.4% and 3.3%, respectively As of March 31, 2022 and December 31, 2021, Inspire had mortgage loans held for sale with an aggregate fair value of $199.0 million and $353.1 million, respectively, and an aggregate outstanding principal balance of $197.6 million and $342.0 million, respectively. Our net gains on the sale of mortgage loans were $0.7 million and $18.0 million for the three months ended March 31, 2022 and 2021, respectively, and are included in the 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. Losses from the change in fair value for mortgage loans held for sale were $9.7 million and $4.9 million for the three months ended March 31, 2022 and 2021, respectively. Refer to Note 11 – Fair Value Disclosures for further information regarding our derivative instruments.

5. Prepaid Expenses and Other Assets

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

March 31,

December 31,

2022

2021

Prepaid insurance

$

35,968

$

37,814

Lot option and escrow deposits

67,068

61,649

Performance deposits

11,606

11,196

Deferred financing costs on revolving line of credit, net

5,411

5,135

Restricted cash (1)

9,111

5,931

Right of use assets

16,899

16,939

Other assets and prepaid expenses

46,362

28,322

Mortgage loans held for investment

16,509

13,456

Derivative assets and mortgage servicing rights

27,633

19,645

Total prepaid expenses and other assets

$

236,567

$

200,087

(1)Restricted cash consists of 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.

9


6. Accrued Expenses and Other Liabilities

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

March 31,

December 31,

2022

2021

Earnest money deposits

$

65,553

$

56,811

Warranty reserve

13,503

13,343

Accrued compensation costs

43,665

81,604

Land development and home construction accruals

115,940

88,155

Accrued interest

13,765

9,653

Lease liabilities - operating leases

17,555

17,359

Income taxes payable

46,036

1,684

Derivative liabilities

359

Other accrued liabilities

54,113

47,909

Total accrued expenses and other liabilities

$

370,130

$

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 reduced our warranty reserve by $0.6 million and $1.8 million during the three months ended March 31, 2022 and 2021, respectively. These adjustments are included in cost of home sales revenues on our condensed consolidated statements of operations.  Changes in our warranty accrual for the three months ended March 31, 2022 and 2021 are detailed in the table below (in thousands):

Three Months Ended March 31,

2022

2021

Beginning balance

$

13,343

$

13,824

Warranty expense provisions

1,902

2,298

Payments

(1,185)

(839)

Warranty adjustment

(557)

(1,803)

Ending balance

$

13,503

$

13,480

 

8. Debt

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

March 31,

December 31,

2022

2021

3.875% senior notes, due August 2029(1)

$

494,310

$

494,117

6.750% senior notes, due May 2027(1)

495,785

495,581

Other financing obligations

20,866

9,238

Notes payable

1,010,961

998,936

Revolving line of credit

Mortgage repurchase facilities

193,028

331,876

Total debt

$

1,203,989

$

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.

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

10


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 March 31, 2022 and December 31, 2021, no amounts were outstanding under the Credit Facility, and we were in compliance with all covenants.

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 million as of March 31, 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 2.17%.

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 March 31, 2022 and December 31, 2021, we had $193.0 million and $331.9 million outstanding under the Repurchase Facilities, respectively, and were in compliance with all covenants thereunder.

During the three months ended March 31, 2022 and 2021, we incurred interest expense on the Repurchase Facilities of $0.4 million and $0.8 million, respectively, which are included in financial services costs on our condensed consolidated statements of operations.

9. Interest

Interest 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 months ended March 31, 2022 and 2021, we capitalized all interest costs incurred during these periods, except for interest incurred on our Repurchase Facilities.

Our interest costs were as follows (in thousands):

Three Months Ended March 31,

2022

2021

Interest capitalized beginning of period

$

53,379

$

60,838

Interest capitalized during period

14,019

15,048

Less: capitalized interest in cost of sales

(12,146)

(18,377)

Interest capitalized end of period

$

55,252

$

57,509

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 25.5% is driven by our blended federal and state statutory rate of 24.7%, and certain permanent differences between GAAP and tax, including disallowed deductions for executive compensation which increased our rate by 0.8%.

For the three months ended March 31, 2022, our estimated annual rate of 25.5% was impacted by discrete items which had a net impact of decreasing our rate by 1.0%, 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 three months ended March 31, 2022 of 25.5% increased by 330 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

11


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 March 31, 2022 and 2021, we recorded income tax expense of $46.3 million and $29.4 million, respectively.

 

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 – The fair value of mortgage loans held for investment 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 March 31, 2022 and December 31, 2021, respectively (in thousands):

March 31,

December 31,

Balance Sheet Classification

Hierarchy

2022

2021

Mortgage loans held for sale

Mortgage loans held for sale

Level 2

$

198,985

$

353,063

Mortgage loans held for investment (1)

Prepaid expenses and other assets

Level 3

$

16,509

$

13,456

Derivative assets

Prepaid expenses and other assets

Level 2

$

9,583

$

5,944

Mortgage servicing rights (2)

Prepaid expenses and other assets

Level 3

$

18,050

$

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 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 7.1%, 9.9%, and $0.090 per year per loan, respectively as of March 31, 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.

12


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 March 31,

Mortgage servicing rights

2022

2021

Beginning of period

$

13,701

$

4,115

Originations

3,406

3,882

Settlements

(305)

(126)

Changes in fair value

1,248

378

End of period

$

18,050

$

8,249

Three Months Ended March 31,

Mortgage loans held-for-investment

2022

2021

Beginning of period

$

13,456

$

8,727

Transfers from loans held for sale

4,166

1,400

Settlements

(975)

Reduction in unpaid principal balance

(64)

(49)

Changes in fair value

(74)

End of period

$

16,509

$

10,078

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 March 31, 2022 and December 31, 2021, respectively (in thousands).

March 31, 2022

December 31, 2021

Hierarchy

Carrying

Fair Value

Carrying

Fair Value

Cash and cash equivalents

Level 1

$

209,046

$

209,046

$

316,310

$

316,310

3.875% senior notes (1)(2)

Level 2

$

494,310

$

446,250

$

494,117

$

504,375

6.750% senior notes (1)(2)

Level 2

$

495,785

$

515,000

$

495,581

$

526,875

Revolving line of credit(3)

Level 2

$

$

$

$

Other financing obligations(3)(4)

Level 3

$

20,866

$

20,866

$

9,238

$

9,238

Mortgage repurchase facilities(3)

Level 2

$

193,028

$

193,028

$

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 March 31, 2022, these amounts totaled $5.7 million and $4.2 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 insurance premium notes and certain secured borrowings and generally bore interest rates ranging from 2.40% to 3.24% during the period ended March 31, 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 months ended March 31, 2022 and 2021, respectively. 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 three months ended March 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 three months ended March 31, 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 in 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 three months ended March 31, 2022 and 2021, we granted restricted stock units (which we refer to as “RSUs”) covering 0.2 million and 0.2 million shares of

13


common stock, respectively, with a grant date fair value of $64.37 and $52.74 per share, respectively, that primarily vest over a three year period.

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 March 31, 2022

Unvested units

1,026

Unrecognized compensation cost

$

34,672

Weighted-average period to recognize compensation cost

1.97

During the three months ended March 31, 2022 and 2021, we recognized stock-based compensation expense of $4.1 million and $3.0 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 March 31, 2022 and December 31, 2021, there were 33.0 million and 33.8 million shares of common stock issued and outstanding, respectively, and no shares of preferred stock outstanding.

On May 10, 2017, our stockholders approved the adoption of the Century Communities, Inc. 2017 Omnibus Incentive Plan (which we refer to as our “2017 Incentive Plan”), which replaced our First Amended & Restated 2013 Long-Term Incentive Plan.  We had reserved a total of 1.8 million shares of our common stock for issuance under our First Amended & Restated 2013 Long-Term Incentive Plan, of which approximately 0.6 million shares rolled over into the 2017 Incentive Plan when it became effective. On May 8, 2019, our stockholders approved the Century Communities, Inc. Amended and Restated 2017 Omnibus Incentive Plan (which we refer to as our “Amended 2017 Incentive Plan”), which increased the number of shares of our common stock authorized for issuance under the 2017 Incentive Plan by an additional 1.6 million shares. We issued 0.5 million and 0.6 million shares of common stock related to the vesting and settlement of RSUs and PSUs during the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, approximately 0.3 million shares of common stock remained available for issuance under the Amended 2017 Incentive Plan.  

On May 19, 2021, our Board of Directors announced the approval of the initiation of a quarterly cash dividend. The following table sets forth cash dividends declared by our Board of Directors to holders of record of our common stock during the three months ended March 31, 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

Under the Amended 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 March 31, 2022.  We did not sell or issue any shares of our common stock during the three months ended March 31, 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 4,500,000 shares of our outstanding common stock. During the three months ended March 31, 2022, an aggregate of 1.0 million shares were repurchased for a total purchase price of approximately $62.4 million and a weighted average price of $61.52 per share. During the three months ended

14


March 31, 2021 we did not repurchase any shares of common stock. The maximum number of shares available to be purchased under the stock repurchase program as of March 31, 2022 was 2,799,552 shares.

During the three months ended March 31, 2022 and 2021, shares of common stock at a total cost of $12.1 million and $12.2 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 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 months ended March 31, 2022 and 2021 (in thousands, except share and per share information):

Three Months Ended March 31,

2022

2021

Numerator

Net income

$

142,496

$

101,652

Denominator

Weighted average common shares outstanding - basic

33,530,610

33,563,903

Dilutive effect of restricted stock units

411,624

320,372

Weighted average common shares outstanding - diluted

33,942,234

33,884,275

Earnings per share:

Basic

$

4.25

$

3.03

Diluted

$

4.20

$

3.00

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 0.6 million and 0.8 million common stock unit equivalents from diluted earnings per share during each of the three months ended March 31, 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 March 31, 2022 and December 31, 2021, we had $528.9 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 to selling, general, and administrative expense 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.

15


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,” 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:

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;

economic changes, either nationally or in the markets in which we operate, including declines in employment, volatility of mortgage interest rates and inflation;

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 conditions, 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;

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 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

16


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.

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 2,348 homes delivered during the first quarter of 2022, approximately 80% of our deliveries were made to entry-level homebuyers and approximately 97% of homes delivered were built as move-in ready homes.

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. Despite overall strong demand and sales of our homes during the first quarter of 2022, continued future demand is uncertain as economic 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; 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. A decrease in demand for our homes would adversely affect our operating results in future periods, including our net sales, home deliveries, and average sales price, as well as have a direct effect on the origination volume of and revenues from our Financial Services segment. As a result, our past performance may not be indicative of future results.

Additionally, our operating results could be impacted by a decrease in home affordability as a result of price appreciation, mortgage interest rate increases or tightening of mortgage lending standards. While interest rates on 30-year fixed mortgages have risen in recent months, they still remain near historic lows and we believe housing demographics and buyer demand will continue to remain strong at least in the short term and that we are well-positioned to benefit from the ongoing shortage of both new and resale homes available for purchase. Subject to 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 span the home buying segment, but 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 prudent leverage, and, as a result, we believe we are well positioned to execute on our growth strategy in order to optimize stockholder returns.

17


Results of Operations

During the three months ended March 31, 2022, we generated total revenues of $1.0 billion, with home sales revenues of $988.4 million, an increase of 3.0% over the prior year period, and financial services revenue of $26.3 million, a decrease of 21.8% over the prior year period.  The increase in home sales revenue was fueled by a 22.7% increase in the average sales price per home to $421,000, partially offset by a 16.1% decrease in the number of homes delivered to 2,348 due to ongoing supply chain and labor challenges.  This increase in home sales revenue combined with a 720 basis point increase in homebuilding gross margin percent resulted in a $188.8 million in income before income tax expense, net income of $142.5 million, or $4.20 per diluted share, compared to $101.7 million, or $3.00 per diluted share in the prior year period, and driving our return on equity to 33.7% on an annualized basis for the first quarter of 2022. During the first quarter of 2022, we paid cash dividends to our stockholders of $0.20 per share, an increase of 33.0% over previously paid quarterly dividends. We also returned capital to our stockholders via share repurchases of 1.0 million shares for $62.4 million or a weighted average price of $61.52 per share.

 

As of March 31, 2022, we had a backlog of 5,247 homes, a 28.1% increase as compared to March 31, 2021, representing approximately $2.2 billion in sales value, a 37.4% increase as compared to March 31, 2021.

Driven by the continued strong demand for our homes through the first quarter of 2022, we ended the first quarter of 2022 with no amounts outstanding under our revolving line of credit, $209.0 million of cash and cash equivalents, $45.2 million of cash held in escrow, and a net homebuilding debt to net capital ratio of 29.3%. Additionally, we increased our land acquisition and development activities during the first quarter of 2022 to bolster our lot pipeline and support future community growth, which resulted in 85,577 lots owned and controlled at March 31, 2022, a 48.7% increase as compared to March 31, 2021 and a 7.2% increase as compared to December 31, 2021. Although the trajectory and strength of our markets have continued to remain strong and allowed us to pass on higher costs through selling price increases and thereby positively affecting our margins during the first quarter of 2022, we continued to experience labor, land and raw material shortages and delays, and material and labor supply cost pressures, and elongated construction cycle times to build homes in many of our markets, caused in part by increased demand, global supply chain disruptions, inflation, and municipal and utility delays, that could negatively impact our sales and margins in future periods.


18


The following table summarizes our results of operations for the three months ended March 31, 2022 and 2021.

(in thousands, except per share amounts)

Three Months Ended March 31,

Increase (Decrease)

2022

2021

Amount

%

Consolidated Statements of Operations:

Revenue

Home sales revenues

$

988,415

$

959,279

$

29,136

3.0

%

Land sales and other revenues

1,630

15,670

(14,040)

(89.6)

%

Total homebuilding revenues

990,045

974,949

15,096

1.5

%

Financial services revenues

26,305

33,620

(7,315)

(21.8)

%

Total revenues

1,016,350

1,008,569

7,781

0.8

%

Homebuilding cost of revenues

Cost of home sales revenues

(709,073)

(756,507)

47,434

(6.3)

%

Cost of land sales and other revenues

(846)

(10,020)

9,174

(91.6)

%

(709,919)

(766,527)

56,608

(7.4)

%

Financial services costs

(15,154)

(18,301)

3,147

(17.2)

%

Selling, general, and administrative

(101,639)

(92,151)

(9,488)

10.3

%

Other income (expense)

(862)

(541)

(321)

59.3

%

Income before income tax expense

188,776

131,049

57,727

44.0

%

Income tax expense

(46,280)

(29,397)

(16,883)

57.4

%

Net income

$

142,496

$

101,652

$

40,844

40.2

%

Earnings per share:

Basic

$

4.25

$

3.03

$

1.22

40.3

%

Diluted

$

4.20

$

3.00

$

1.20

40.0

%

Adjusted diluted earnings per share(1)

$

4.20

$

3.00

$

1.20

40.0

%

Other Operating Information (dollars in thousands):

Number of homes delivered

2,348

2,797

(449)

(16.1)

%

Average sales price of homes delivered

$

421.0

$

343.0

$

78

22.7

%

Homebuilding gross margin percentage(2)

28.3

%

21.1

%

7.2

%

34.1

%

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

29.5

%

23.1

%

6.4

%

27.7

%

Backlog at end of period, number of homes

5,247

4,097

1,150

28.1

%

Backlog at end of period, aggregate sales value

$

2,170,865

$

1,579,599

$

591,266

37.4

%

Average sales price of homes in backlog

$

413.7

$

385.6

$

28.1

7.3

%

Net new home contracts

2,944

3,455

(511)

(14.8)

%

Selling communities at period end

197

188

9

4.8

%

Average selling communities

198

194

4

2.1

%

Total owned and controlled lot inventory

85,577

57,536

28,041

48.7

%

Adjusted EBITDA(1)

$

203,663

$

152,121

$

51,542

33.9

%

Adjusted income before income tax expense(1)

$

188,776

$

131,049

$

57,727

44.0

%

Adjusted net income(1)

$

142,496

$

101,652

$

40,844

40.2

%

Net homebuilding debt to net capital (1)

29.3

%

19.9

%

9.4

%

47.2

%

(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 months ended March 31, 2022 and 2021.


19


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 March 31,

Three Months Ended March 31,

Three Months Ended March 31,

Three Months Ended March 31,

2022

2021

2022

2021

2022

2021

2022

2021

West

396

319

$

663.5

$

582.4

$

262,732

$

185,790

$

71,242

$

27,461

Mountain

514

685

546.0

423.5

280,655

290,065

56,999

51,980

Texas

366

328

339.5

267.5

124,256

87,739

20,570

8,531

Southeast

366

568

408.4

387.5

149,477

220,081

30,865

23,440

Century Complete

706

897

242.6

195.8

171,295

175,604

24,692

21,730

Financial Services

11,151

15,319

Corporate

(26,743)

(17,412)

Total

2,348

2,797

$

421.0

$

343.0

$

988,415

$

959,279

$

188,776

$

131,049

West

During the three months ended March 31, 2022, our West segment generated income before income tax expense of $71.2 million, a 159.4% increase over the prior year period. This increase was driven by an increase in home sales revenue of $76.9 million and an increase of 1,234 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 March 31, 2022 was primarily generated by a 24.1% increase in the number of homes delivered, as well as a 13.9% increase in the average sales price per home.  During the three months ended March 31, 2022, the increase in the number of homes delivered was driven by favorable market dynamics across our markets, in the midst of ongoing supply chain and labor challenges. The average sales price increase was driven by the mix of deliveries within individual communities, as well as increased pricing power as a result of strong market dynamics.

Mountain

During the three months ended March 31, 2022, our Mountain segment generated income before income tax expense of $57.0 million, a 9.7% increase over the prior year period. This increase was driven by an increase of 239 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 $9.4 million. The revenue decrease during the three months ended March 31, 2022 was primarily generated by a 25.0% decrease in the number of homes delivered, partially offset by a 28.9% increase in the average sales price per home.  During the three months ended March 31, 2022, the decrease in the number of homes delivered was driven by ongoing supply chain and labor challenges, and the average sales price increase was driven by the mix of deliveries within individual communities, as well as increased pricing power as a result of strong market dynamics.

Texas

During the three months ended March 31, 2022, our Texas segment generated income before income tax expense of $20.6 million, a 141.1% increase over the prior year period. This increase was driven by an increase in home sales revenue of $36.5 million and an increase of 683 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 March 31, 2022 was primarily generated by a 11.6% increase in the number of homes delivered, as well as a 26.9% increase in the average sales price per home.  During the three months ended March 31, 2022, the increase in the number of homes delivered was driven by favorable market dynamics across our markets, in the midst of ongoing supply chain and labor challenges. The average sales price increase was driven by the mix of deliveries within individual communities, as well as increased pricing power as a result of strong market dynamics

Southeast

During the three months ended March 31, 2022, our Southeast segment generated income before income tax expense of $30.9 million, a 31.7% increase over the prior year period. This increase was driven by an increase of 1,000 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 $70.6 million. The revenue decrease during the three months ended March 31, 2022 was primarily generated by a 35.6% decrease in the number of homes delivered, partially offset by a 5.4% increase in the average sales price per home.  During the

20


three months ended March 31, 2022, the decrease in the number of homes delivered was driven ongoing supply chain and labor challenges, and the average sales price increase was driven by the mix of deliveries within individual communities, as well as increased pricing power as a result of strong market dynamics.

Century Complete

During the three months ended March 31, 2022, our Century Complete segment generated income before income tax expense of $24.7 million, a 13.6% increase over the prior year period. This increase was driven by an increase of 204 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 $4.3 million. The revenue decrease during the three months ended March 31, 2022 was primarily generated by a 21.3% decrease in the number of homes delivered, partially offset by a 23.9% increase in the average sales price per home.  During the three months ended March 31, 2022, the decrease in the number of homes delivered was driven ongoing supply chain and labor challenges, and the average sales price increase was driven by the mix of deliveries within individual communities, as well as increased pricing power as a result of strong market dynamics.

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 $11.2 million for the three months ended March 31, 2022, a 27.2% decrease over the prior year period. This decrease was primarily the result of a $7.3 million decrease in financial services revenue during the three months ended March 31, 2022 compared to the prior year period, due to (1) a 33.9% decrease to 1,520 in the number of mortgages originated during the three months ended March 31, 2022, due to the decrease in the number of homes delivered by our Century Communities and Century Complete brands over the prior year period, and (2) reduced gain on sale margins on loans sold to third parties period over period due to market conditions driving increased interest rates.

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 March 31,

2022

2021

Total originations:

Number of loans

1,520

2,301

Principal

$

552,056

$

709,291

Capture rate of Century homebuyers

77

%

76

%

Century Communities

81

%

84

%

Century Complete

64

%

58

%

Average FICO score

732

737

Century Communities

739

744

Century Complete

708

710

Loans sold to third parties:

Number of loans sold

1,959

2,279

Principal

$

692,064

$

681,157

Corporate

During the three months ended March 31, 2022, our Corporate segment generated a loss of $26.7 million as compared to a loss of $17.4 million for the same period in 2021. This increase in loss is primarily attributed to higher compensation costs, including estimated bonuses.

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 months ended March 31, 2022 to 28.3% as compared to 21.1% for the same period in 2021. This increase was driven by (1) the positive homebuilding sales environment across our markets, which resulted in increased demand, (2) our ability to increase sales

21


price in excess of an increase in our labor and direct costs period over period, (3) benefits from our increased scale driving building efficiencies and streamlined production processes, and (4) the realization of less interest in cost of home sales revenue over the prior period.

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 March 31,

2022

%

2021

%

Home sales revenues

$

988,415

100.0

%

$

959,279

100.0

%

Cost of home sales revenues

(709,073)

(71.7)

%

(756,507)

(78.9)

%

Inventory impairment and other

%

%

Gross margin from home sales

279,342

28.3

%

202,772

21.1

%

Add: Inventory impairment and other

%

%

Add: Interest in cost of home sales revenues

12,146

1.2

%

18,377

1.9

%

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

$

291,488

29.5

%

$

221,149

23.1

%

(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 months ended March 31, 2022, excluding inventory impairment and other, and interest in cost of home sales revenues, our adjusted homebuilding gross margin percentage was 29.5% as compared to 23.1% for the same period 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.


22


Selling, General and Administrative Expense

(dollars in thousands)

Three Months Ended March 31,

Increase

2022

2021

Amount

%

Selling, general and administrative

$

101,639

$

92,151

$

9,488

10.3

%

As a percentage of home sales revenue

10.3

%

9.6

%

Our selling, general and administrative expense increased $9.5 million for the three months ended March 31, 2022 as compared to the prior year period. This increase was primarily attributable to an increase of $9.0 million in salaries and wages expense as compared to the same 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 increase for the three months ended March 31, 2022 was partially offset by a decrease in internal and external commission expense of $5.7 million. During the three months ended March 31, 2022, our selling, general, and administrative expense increased 70 basis points as a percentage of home sales revenue as compared to the prior year period, that was partially mitigated as a result of 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 25.5% is driven by our blended federal and state statutory rate of 24.7%, and certain permanent differences between GAAP and tax, including disallowed deductions for executive compensation which increased our rate by 0.8%.

For the three months ended March 31, 2022, our estimated annual rate of 25.5% was impacted by discrete items which had a net impact of decreasing our rate by 1.0%, 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 three months ended March 31, 2022 of 25.5% increased by 330 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 March 31, 2022 and 2021, we recorded income tax expense of $46.3 million and $29.4 million, respectively.

Segment Assets

(dollars in thousands)

March 31,

December 31

Increase (Decrease)

2022

2021

Amount

Change

West

$

724,968

$

668,830

$

56,138

8.4

%

Mountain

1,016,202

1,008,481

7,721

0.8

%

Texas

365,114

322,302

42,812

13.3

%

Southeast

401,522

360,644

40,878

11.3

%

Century Complete

424,854

371,096

53,758

14.5

%

Financial Services

396,178

533,159

(136,981)

(25.7)

%

Corporate

166,663

232,364

(65,701)

(28.3)

%

Total assets

$

3,495,501

$

3,496,876

$

(1,375)

0.0

%

23


Total assets remained relatively consistent at $3.5 billion as of March 31, 2022 as compared to December 31, 2021, primarily as a result of a decrease in mortgage loans held for sale period over period, partially offset by overall growth of the Company and the increase in the number of lots owned period over period.

Lots owned and controlled

March 31, 2022

December 31, 2021

% Change

Owned

Controlled

Total

Owned

Controlled

Total

Owned

Controlled

Total

West

4,835

3,789

8,624

4,440

4,877

9,317

8.9

%

(22.3)

%

(7.4)

%

Mountain

11,752

7,980

19,732

11,860

8,039

19,899

(0.9)

%

(0.7)

%

(0.8)

%

Texas

6,518

9,099

15,617

5,340

8,159

13,499

22.1

%

11.5

%

15.7

%

Southeast

6,185

16,677

22,862

5,928

14,195

20,123

4.3

%

17.5

%

13.6

%

Century Complete

5,521

13,221

18,742

5,287

11,734

17,021

4.4

%

12.7

%

10.1

%

Total

34,811

50,766

85,577

32,855

47,004

79,859

6.0

%

8.0

%

7.2

%

Of our total lots owned and controlled as of March 31, 2022, 40.7% were owned and 59.3% were controlled, as compared to 41.1% owned and 58.9% controlled as of December 31, 2021.

Other Homebuilding Operating Data

Three Months Ended

Net new home contracts

March 31,

Increase (Decrease)

2022

2021

Amount

% Change

West

417

394

23

5.8

%

Mountain

586

947

(361)

(38.1)

%

Texas

412

518

(106)

(20.5)

%

Southeast

409

476

(67)

(14.1)

%

Century Complete

1,120

1,120

%

Total

2,944

3,455

(511)

(14.8)

%

Net new home contracts (new home contracts net of cancellations) for the three months ended March 31, 2022 decreased by 511 homes, or 14.8%, to 2,944, as compared to 3,455 for the three months ended March 31, 2021.  The decrease was primarily driven by having fewer homes available to sell compared to the prior year period.

Monthly Absorption Rate

Our overall monthly “absorption rate” (the rate at which home orders are contracted, net of cancelations) for the three months ended March 31, 2022 and 2021 by segment are included in the tables below:

Three Months Ended March 31,

Increase (Decrease)

2022

2021

Amount

% Change

West

6.3

6.9

(0.6)

(8.7)

%

Mountain

5.6

8.1

(2.5)

(30.9)

%

Texas

7.6

13.3

(5.7)

(42.9)

%

Southeast

6.2

7.9

(1.7)

(21.5)

%

Century Complete

3.7

3.8

(0.1)

(2.6)

%

Total

5.0

6.1

(1.1)

(18.0)

%

24


During the three months ended March 31, 2022, our absorption rates decreased by 18.0% to 5.0 per month as compared to the same period in 2021.  The decrease was primarily driven by the decrease in net new home contracts primarily as a result of having fewer homes available to sell compared to the prior year period. Absorption rates, however, continued to be strong across all of our markets driven by favorable market dynamics across our markets.

Selling communities at period end

As of March 31,

Increase/(Decrease)

2022

2021

Amount

% Change

West

22

19

3

15.8

%

Mountain

35

39

(4)

(10.3)

%

Texas

18

13

5

38.5

%

Southeast

22

20

2

10.0

%

Century Complete

100

97

3

3.1

%

Total

197

188

9

4.8

%

Our selling communities increased to 197 communities at March 31, 2022 as compared to 188 at March 31, 2021. This increase was a result of new community openings.

Backlog

(dollars in thousands)

As of March 31,

2022

2021

% Change

Homes

Dollar Value

Average Sales Price

Homes

Dollar Value

Average Sales Price

Homes

Dollar Value

Average Sales Price

West

545

$

412,519

$

756.9

561

$

342,688

$

610.9

(2.9)

%

20.4

%

23.9

%

Mountain

1,117

641,820

574.6

1,051

520,004

494.8

6.3

%

23.4

%

16.1

%

Texas

432

156,391

362.0

575

187,594

326.3

(24.9)

%

(16.6)

%

10.9

%

Southeast

756

356,413

471.4

709

279,904

394.8

6.6

%

27.3

%

19.4

%

Century Complete

2,397

603,722

251.9

1,201

249,409

207.7

99.6

%

142.1

%

21.3

%

Total / Weighted Average

5,247

$

2,170,865

$

413.7

4,097

$

1,579,599

$

385.6

28.1

%

37.4

%

7.3

%


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 March 31, 2022, we had 5,247 homes in backlog with a total value of $2.2 billion, which represents increases of 28.1% and 37.4%, respectively, as compared to 4,097 homes in backlog with a total value of $1.6 billion at March 31, 2021.  The increase in backlog dollar value is primarily attributable to the increase in backlog units and a 7.3% increase in the average sales price of homes in backlog, partially offset by a decreases in backlog units for our Texas and West segments.

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 March 31, 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

25


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, 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.

26


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)

March 31, 2022

December 31, 2021

Assets

Cash and cash equivalents

$

67,618

$

180,843

Cash held in escrow

45,212

52,297

Accounts receivable

43,189

39,492

Inventories

2,680,195

2,456,614

Prepaid expenses and other assets

186,556

160,999

Property and equipment, net

27,171

24,220

Deferred tax assets, net

21,272

21,239

Goodwill

30,395

30,395

Total assets

$

3,101,608

$

2,966,099

Liabilities and stockholders’ equity

Liabilities:

Accounts payable

$

89,815

$

82,734

Accrued expenses and other liabilities

349,702

288,229

Notes payable

1,010,961

998,936

Revolving line of credit

Total liabilities

1,450,478

1,369,899

Stockholders’ equity:

1,651,130

1,596,200

Total liabilities and stockholders’ equity

$

3,101,608

$

2,966,099

Summarized Statements of Operations Data (in thousands)

Three Months Ended

Year Ended

March 31, 2022

December 31, 2021

Total homebuilding revenues

$

990,045

$

4,092,576

Total homebuilding cost of revenues

(709,919)

(3,095,363)

Selling, general and administrative

(101,639)

(389,610)

Loss on debt extinguishment

(14,458)

Inventory impairment and other

(41)

Other income (expense)

(1,099)

(3,307)

Income before income tax expense

177,388

589,797

Income tax expense

(43,488)

(131,201)

Net income

$

133,900

$

458,596


27


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 $1.1 billion as of March 31, 2022, compared to $1.2 billion as of December 31, 2021.

Our principal uses of capital for the three months ended March 31, 2022 were our land purchases, land development, home construction, share repurchases, and the payment of routine liabilities. We increased our land acquisition and development activities during 2022, which resulted in 34,811 lots owned at March 31, 2022, a 6.0% 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.

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, its impact on 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 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

28


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 months ended March 31, 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 March 31, 2022, we had outstanding purchase contracts and option contracts for 50,766 lots totaling approximately $2.2 billion and we had $67.1 million of deposits for land contracts, of which $38.4 million were non-refundable cash deposits pertaining to land contracts. While our performance, including the timing and amount of purchase, if any, under these outstanding purchase and option contracts is subject to change, 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 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 March 31, 2022 and December 31, 2021 (in thousands):  

March 31,

December 31,

2022

2021

3.875% senior notes, due August 2029(1)

$

494,310

$

494,117

6.750% senior notes, due May 2027(1)

495,785

495,581

Other financing obligations

20,866

9,238

Notes payable

1,010,961

998,936

Revolving line of credit

Mortgage repurchase facilities

193,028

331,876

Total debt

$

1,203,989

$

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.

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.

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.

29


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 March 31, 2022 and December 31, 2021, we had $528.9 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.

Revolving Line of Credit

On June 5, 2018, we entered into an Amended and Restated Credit Agreement with Texas Capital Bank, National Association, as Administrative Agent and L/C Issuer, the lenders party thereto and certain of our subsidiaries (which we refer to as the “Amended and Restated Credit Agreement”), which provided us with a revolving line of credit of up to $640.0 million, and unless terminated earlier, was scheduled to mature on April 30, 2023.

On May 21, 2021, we entered into a Second Amended and Restated Credit Agreement (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 (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 March 31, 2022, we had no amounts 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 million as of March 31, 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 2.172%.

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 March 31, 2022, we had $193.0 million outstanding under these Repurchase Facilities and were in compliance with all covenants thereunder.

During the three months ended March 31, 2022 and 2021, we incurred interest expense on the Repurchase Facilities of $0.4 million and $0.8 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 million available for sale as of March 31, 2022.  We did not sell or issue any shares of our common stock during the three months ended March 31, 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.

30


Stock Repurchase Program

On November 6, 2018, our Board of Directors authorized a stock repurchase program, under which we may repurchase up to 4,500,000 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 months ended March 31, 2022, an aggregate of 1.0 million shares of our common stock were repurchased for a total purchase price of approximately $62.4 million and a weighted average price of $61.52 per share. During the three months ended March 31, 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 March 31, 2022 was 2,799,552 shares.

Dividends

On May 19, 2021, our Board of Directors announced the approval of the initiation of a quarterly cash dividend. The following table sets forth cash dividends declared by our Board of Directors to holders of record of our common stock during the three months ended March 31, 2022, an increase of 33.0% over previously paid quarterly dividends (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

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.

31


Cash Flows— Three Months Ended March 31, 2022 Compared to the Three Months Ended March 31, 2021

For the three months ended March 31, 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 provided by operating activities was $109.4 million during the three months ended March 31, 2022 as compared to net cash provided by operating activities of $96.1 million during 2021. The increase in cash provided by operations is primarily a result of increased investment in our homebuilding inventories for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021, partially offset by a decrease in mortgage loans held for sale and a $40.8 million increase in net income during three months ended March 31, 2022 as compared to the three months ended March 31, 2021.

Net cash used in investing activities increased to $5.1 million during the three months ended March 31, 2022, compared to $2.9 million used during the same period in 2021. The increase was primarily related to more purchases of property and equipment during the current year period.

Net cash used in financing activities increased to $208.4 million during the three months ended March 31, 2022, compared to net cash provided by financing activities of $16.3 million during the same period in 2021. The increase in cash used in financing activities was primarily attributable to (1) a $164.8 million increase in net payments on the Repurchase Facilities (2) a $62.4 million increase in repurchases of our common stock and (3) $6.7 million in dividend payments during the three months ended March 31, 2022 compared to no dividend payments during the prior year period.

As of March 31, 2022, our cash and cash equivalents and restricted cash balance was $218.2 million.


32


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 months ended March 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 March 31,

2022

2021

% Change

Net income

$

142,496

$

101,652

40.2

%

Income tax expense

46,280

29,397

57.4

%

Interest in cost of home sales revenues

12,146

18,377

(33.9)

%

Interest expense (income)

135

(111)

(221.6)

%

Depreciation and amortization expense

2,606

2,806

(7.1)

%

EBITDA

203,663

152,121

33.9

%

Inventory impairment and other

NM

Adjusted EBITDA

$

203,663

$

152,121

33.9

%

NM – Not Meaningful


33


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 (notes payable and borrowings under our revolving line of credit 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 outstanding borrowings under our mortgage 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)

March 31,

December 31,

2022

2021

Notes payable

$

1,010,961

$

998,936

Revolving line of credit

Total homebuilding debt

1,010,961

998,936

Total stockholders' equity

1,829,862

1,764,508

Total capital

$

2,840,823

$

2,763,444

Homebuilding debt to capital

35.6%

36.1%

Total homebuilding debt

$

1,010,961

$

998,936

Cash and cash equivalents

(209,046)

(316,310)

Cash held in escrow

(45,212)

(52,297)

Net homebuilding debt

756,703

630,329

Total stockholders' equity

1,829,862

1,764,508

Net capital

$

2,586,565

$

2,394,837

Net homebuilding debt to net capital

29.3%

26.3%


34


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 March 31,

2022

2021

Numerator

Net income

$

142,496 

$

101,652 

Denominator

Weighted average common shares outstanding - basic

33,530,610 

33,563,903 

Dilutive effect of restricted stock units

411,624 

320,372 

Weighted average common shares outstanding - diluted

33,942,234 

33,884,275 

Earnings per share:

Basic

$

4.25 

$

3.03 

Diluted

$

4.20 

$

3.00 

Adjusted earnings per share

Numerator

Net income

$

142,496 

$

101,652 

Income tax expense

46,280 

29,397 

Income before income tax expense

188,776 

131,049 

Inventory impairment and other

Adjusted income before income tax expense

188,776 

131,049 

Adjusted income tax expense(1)

(46,280)

(29,397)

Adjusted net income

$

142,496 

101,652 

Denominator - Diluted

33,942,234 

33,884,275 

Adjusted diluted earnings per share

$

4.20 

$

3.00 

(1)The tax rate used in calculating adjusted net income for the three months ended March 31, 2022 and March 31, 2021 was 24.5% and 22.4%, respectively, which is reflective of the Company’s estimated annual effective tax rate after discrete items for the applicable period.


35


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.

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.

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 can be adversely impacted by inflation, primarily from higher land, financing, labor, material, particularly lumber, and construction costs. In addition, inflation can lead to higher mortgage rates, which can significantly affect the affordability of mortgage financing to homebuyers. As inflation remained elevated during the three months ended March 31, 2022, interest rates on 30-year fixed mortgages have risen, coupled with the Federal Reserve raising the federal funds interest rate in March 2022. During the three months ended March 31, 2022, we were generally able to pass on cost increases from inflationary impacts to customers through increased prices; however, when weak housing market conditions exist, we are often unable to offset cost increases with higher selling prices.

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, 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 March 31, 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 March 31, 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.

36


Changes in Internal Control over Financial Reporting

There were no changes during the first 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 first quarter ended March 31, 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

January

Purchased 1/1 through 1/31

$

3,812,939

February

Purchased 2/1 through 2/28

739,628

62.73

739,628

3,073,311

March

Purchased 3/1 through 3/31

273,759

58.26

273,759

2,799,552

Total

1,013,387

$

61.52

(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 1,013,387 shares during the period indicated above under this program and 2,799,552 shares remained available to repurchase under this program as of March 31, 2022.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.     MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.     OTHER INFORMATION.

Not applicable.


37


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

Form of Performance Share Unit Award Agreement for use with the Century Communities, Inc. Amended and Restated 2017 Omnibus Incentive Plan – 2022 Grants (filed herewith)

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)


38


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: April 27, 2022

By:

/s/ Dale Francescon

Dale Francescon

Chairman of the Board and Co-Chief Executive Officer

(Co-Principal Executive Officer)

Date: April 27, 2022

By:

/s/ Robert J. Francescon

Robert J. Francescon

Co-Chief Executive Officer and President

(Co-Principal Executive Officer)

Date: April 27, 2022

By:

/s/ David Messenger

David Messenger

Chief Financial Officer

(Principal Financial Officer)

Date: April 27, 2022

By:

/s/ J. Scott Dixon

J. Scott Dixon

Chief Accounting Officer

(Principal Accounting Officer)

39