Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS.
Century Communities, Inc.
Condensed Consolidated Balance Sheets
As of March 31, 2021 and December 31, 2020
(in thousands, except share and per share amounts)
March 31,
December 31,
2021
2020
Assets
(unaudited)
(audited)
Cash and cash equivalents
$
502,906
$
394,001
Cash held in escrow
54,220
23,149
Accounts receivable
24,856
21,781
Inventories
1,853,199
1,929,664
Mortgage loans held for sale
303,414
282,639
Prepaid expenses and other assets
139,300
122,630
Property and equipment, net
28,181
28,384
Deferred tax assets, net
15,213
12,450
Goodwill
30,395
30,395
Total assets
$
2,951,684
$
2,845,093
Liabilities and stockholders' equity
Liabilities:
Accounts payable
$
84,179
$
107,712
Accrued expenses and other liabilities
311,508
302,751
Notes payable
897,778
894,875
Revolving line of credit
—
—
Mortgage repurchase facilities
285,050
259,050
Total liabilities
1,578,515
1,564,388
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, 33,708,286 and 33,350,633 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively
337
334
Additional paid-in capital
688,009
697,200
Retained earnings
684,823
583,171
Total stockholders' equity
1,373,169
1,280,705
Total liabilities and stockholders' equity
$
2,951,684
$
2,845,093
See Notes to Unaudited Condensed Consolidated Financial Statements
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Century Communities, Inc.
Unaudited Condensed Consolidated Statements of Operations
For the Three Months Ended March 31, 2021 and 2020
(in thousands, except share and per share amounts)
Three Months Ended March 31,
2021
2020
Revenues
Homebuilding revenues
Home sales revenues
$
959,279
$
572,710
Land sales and other revenues
15,670
20,104
Total homebuilding revenues
974,949
592,814
Financial services revenues
33,620
9,795
Total revenues
1,008,569
602,609
Homebuilding cost of revenues
Cost of home sales revenues
( 756,507 )
( 470,526 )
Cost of land sales and other revenues
( 10,020 )
( 14,167 )
Total homebuilding cost of revenues
( 766,527 )
( 484,693 )
Financial services costs
( 18,301 )
( 9,586 )
Selling, general and administrative
( 92,151 )
( 73,619 )
Inventory impairment and other
—
( 781 )
Other income (expense)
( 541 )
158
Income before income tax expense
131,049
34,088
Income tax expense
( 29,397 )
( 7,962 )
Net income
$
101,652
$
26,126
Earnings per share:
Basic
$
3.03
$
0.79
Diluted
$
3.00
$
0.78
Weighted average common shares outstanding:
Basic
33,563,903
33,207,928
Diluted
33,884,275
33,476,444
See Notes to Unaudited Condensed Consolidated Financial Statements
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Century Communities, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2021 and 2020
( in thousands )
Three Months Ended March 31,
2021
2020
Operating activities
Net income
$
101,652
$
26,126
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization
2,806
3,415
Stock-based compensation expense
3,019
1,685
Fair value of mortgage loans held for sale and other
( 15 )
3,280
Inventory impairment and other
—
781
Deferred income taxes
( 2,763 )
( 521 )
Loss on disposition of assets
329
330
Changes in assets and liabilities:
Cash held in escrow
( 31,071 )
12,811
Accounts receivable
( 3,075 )
4,349
Inventories
63,586
( 60,930 )
Mortgage loans held for sale
( 25,662 )
41,554
Prepaid expenses and other assets
( 14,900 )
3,579
Accounts payable
( 23,533 )
( 44,624 )
Accrued expenses and other liabilities
25,747
( 4,211 )
Net cash provided by (used in) operating activities
96,120
( 12,376 )
Investing activities
Purchases of property and equipment
( 2,913 )
( 2,686 )
Other investing activities
27
60
Net cash used in investing activities
( 2,886 )
( 2,626 )
Financing activities
Borrowings under revolving credit facilities
—
678,000
Payments on revolving credit facilities
—
( 224,800 )
Proceeds from issuance of insurance premium notes and other
4,124
4,137
Principal payments on insurance notes payable
( 1,602 )
( 2,043 )
Net proceeds (payments) on mortgage repurchase facilities
26,000
( 40,302 )
Withholding of common stock upon vesting of restricted stock units
( 12,177 )
( 4,977 )
Other
( 30 )
—
Net cash provided by financing activities
16,315
410,015
Net increase
$
109,549
$
395,013
Cash and cash equivalents and Restricted cash
Beginning of period
398,081
58,521
End of period
$
507,630
$
453,534
Supplemental cash flow disclosure
Cash paid for income taxes
$
10
$
—
Cash and cash equivalents and Restricted cash
Cash and cash equivalents
$
502,906
$
450,973
Restricted cash (Note 5)
4,724
2,561
Cash and cash equivalents and Restricted cash
$
507,630
$
453,534
See Notes to Unaudited Condensed Consolidated Financial Statements
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Century Communities, Inc.
Unaudited Condensed Consolidated Statements of Stockholders’ Equity
For the Three Months Ended March 31, 2021 and 2020
( in thousands )
Common Stock
Shares
Amount
Additional Paid-In Capital
Retained Earnings
Total Stockholders' Equity
Balance at December 31, 2020
33,351
$
334
$
697,200
$
583,171
$
1,280,705
Vesting of restricted stock units
601
6
( 6 )
—
—
Withholding of common stock upon vesting of restricted stock units
( 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
Balance at December 31, 2019
33,067
$
331
$
684,354
$
377,014
$
1,061,699
Vesting of restricted stock units
412
4
( 4 )
—
—
Withholding of common stock upon vesting of restricted stock units
( 160 )
( 2 )
( 4,975 )
—
( 4,977 )
Stock-based compensation expense
—
—
1,685
—
1,685
Net income
—
—
—
26,126
26,126
Balance at March 31, 2020
33,319
$
333
$
681,060
$
403,140
$
1,084,533
See Notes to Unaudited Condensed Consolidated Financial Statements
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Century Communities, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2021
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 provides no option or upgrade opportunities. Our homebuilding operations are organized into the following five reportable segments: West, Mountain, Texas, Southeast, and Century Complete. Additionally, 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, particularly in light of the novel coronavirus (COVID-19) pandemic and measures intended to mitigate the spread. 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, 2020, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 that was filed with the SEC on February 5, 2021.
The COVID-19 pandemic has led to adverse impacts on the U.S. and global economies and initially created uncertainty regarding potential impacts to our operations and customer demand. Commencing in March 2020, numerous state and local municipalities issued public health orders with varying expiration dates requiring the closure of nonessential businesses, as well as ordering individuals to stay at home and/or shelter in place whenever possible. These public health orders generally exempted the sale and construction of new homes, other than a small portion of our operations, which had to cease operations in early April 2020. During the latter half of the second quarter of 2020, state and local municipalities in the majority of our markets began to lift the most stringent of the public health restrictions and numerous nonessential businesses were allowed to reopen. As of the date of this filing and throughout the first quarter of 2021, we are and were able to build and sell homes in all of our markets .
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 currently 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, particularly given the uncertainties associated with the ongoing COVID-19 pandemic.
Recently Adopted Accounting Standards
Income Taxes
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “ Income Taxes (Topic 740) : Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). The standard simplifies the accounting for income taxes, eliminates certain exceptions, and clarifies certain aspects of ASC 740 to promote consistency among reporting entities.
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We adopted this standard on January 1, 2021 with no material effect on the condensed consolidated financial statements and related disclosures.
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 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 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 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.
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 (Georgia, North Carolina, South Carolina and Tennessee)
Century Complete (Alabama, Arizona, Florida, Georgia, Indiana, Iowa, Michigan, North Carolina, Ohio, South Carolina, and Texas)
We have also 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 ):
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Three Months Ended March 31,
2021
2020
Revenue:
West
$
185,826
$
131,887
Mountain
305,313
171,152
Texas
87,735
60,164
Southeast
220,406
131,502
Century Complete
175,669
98,109
Financial Services
33,620
9,795
Corporate
—
—
Total revenue
$
1,008,569
$
602,609
Income (loss) before income tax expense:
West
$
27,461
$
15,341
Mountain
51,980
18,498
Texas
8,531
5,484
Southeast
23,440
8,308
Century Complete
21,730
780
Financial Services
15,319
209
Corporate
( 17,412 )
( 14,532 )
Total income before income tax expense
$
131,049
$
34,088
The following table summarizes total assets by segment (in thousands):
March 31,
December 31,
2021
2020
West
$
543,938
$
536,907
Mountain
801,217
778,198
Texas
226,367
207,746
Southeast
356,600
329,930
Century Complete
236,707
218,604
Financial Services
447,182
421,153
Corporate
339,673
352,555
Total assets
$
2,951,684
$
2,845,093
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.
3. Inventories
Inventories included the following (in thousands):
March 31,
December 31,
2021
2020
Homes under construction
$
1,028,488
$
1,040,584
Land and land development
767,202
828,242
Capitalized interest
57,509
60,838
Total inventories
$
1,853,199
$
1,929,664
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 whole loans, 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 committed to borrowers totaled approximately $ 219.6 million and $ 172.3 million at March 31, 2021 and December 31, 2020, respectively, and carried a weighted average interest rate of approximately 3.2 % and 2.8 %, respectively . As of March 31, 2021 and December 31, 2020, Inspire had mortgage loans held for sale
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with an aggregate fair value of $ 303.4 million and $ 282.6 million, respectively, and an aggregate outstanding principal balance of $ 295.2 million and $ 269.6 million, respectively. Our net gains on the sale of mortgage loans were $ 22.9 million and $ 11.6 million for the three months ended March 31, 2021 and 2020, 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 in process for which interest rates were committed to borrowers, mortgage loans held-for-sale, including the rights to service the mortgage loans, as well as the derivative instrument used to economically hedge our interest rate risk, which are typically forward commitments on mortgage backed securities, are carried at fair value and changes in fair value are reflected in financial services revenue on the condensed consolidated statements of operations. Management believes carrying loans held-for-sale and the derivative instruments used to economically hedge them at fair value improves financial reporting by more accurately reflecting the underlying transaction. 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,
2021
2020
Prepaid insurance
$
18,698
$
18,699
Lot option and escrow deposits
47,017
39,985
Performance deposits
9,594
9,372
Deferred financing costs on revolving line of credit, net
2,862
3,206
Restricted cash (1)
4,724
4,080
Secured note receivable
2,407
2,434
Right of use assets
15,169
16,175
Other assets and prepaid expenses
12,029
8,082
Mortgage loans held for investment
10,078
8,727
Derivative assets and mortgage servicing rights
16,722
11,870
Total prepaid expenses and other assets
$
139,300
$
122,630
(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.
6. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities included the following (in thousands):
March 31,
December 31,
2021
2020
Earnest money deposits
$
39,053
$
30,578
Warranty reserve
13,480
13,824
Accrued compensation costs
39,671
60,692
Land development and home construction accruals
80,711
80,088
Liability for product financing arrangements
48,597
62,084
Accrued interest
16,211
13,649
Lease liabilities - operating leases
15,673
16,801
Income taxes payable
35,137
3,118
Derivative liability
—
3,807
Other accrued liabilities
22,975
18,110
Total accrued expenses and other liabilities
$
311,508
$
302,751
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 $ 1.8 million and $ 1.1 million
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during the three months ended March 31, 2021 and 2020, 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, 2021 and 2020 are detailed in the table below (in thousands) :
Three Months Ended March 31,
2021
2020
Beginning balance
$
13,824
$
9,731
Warranty expense provisions
2,298
1,777
Payments
( 839 )
( 689 )
Warranty adjustment
( 1,803 )
( 1,092 )
Ending balance
$
13,480
$
9,727
8. Debt
Our outstanding debt obligations included the following as of March 31, 2021 and December 31, 2020 (in thousands):
March 31,
December 31,
2021
2020
6.750 % senior notes, due May 2027 (1)
$
494,972
$
494,768
5.875 % senior notes, due July 2025 (1)
396,997
396,821
Other financing obligations
5,809
3,286
Notes payable
897,778
894,875
Revolving line of credit, due April 2023
—
—
Mortgage repurchase facilities
285,050
259,050
Total debt
$
1,182,828
$
1,153,925
(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
We are party to 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, as amended most recently on December 13, 2019, provides us with a revolving line of credit of up to $ 640.0 million, and unless terminated earlier, will mature on April 30, 2023 . Our obligations under the Amended and Restated Credit Agreement are guaranteed by certain of our subsidiaries. The Amended and Restated 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. These covenants are measured as defined in the Amended and Restated Credit Agreement and are reported to the lenders quarterly. Borrowings under the Amended and Restated Credit Agreement bear interest at a floating rate equal to the adjusted Eurodollar Rate plus an applicable margin between 2.60 % and 3.10 % per annum, or, in the Administrative Agent’s discretion, a base rate plus an applicable margin between 1.60 % and 2.10 % per annum.
As of March 31, 2021 and December 31, 2020, 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 $ 350 million as of March 31, 2021, secured by the mortgage loans financed thereunder. The repurchase facilities have varying short term maturity dates through December 31, 2021 and bear a weighted average interest rate of 2.68 %.
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, 2021 and December 31, 2020, we had $ 285.1 million and $ 259.1 million outstanding under these repurchase facilities, respectively, and were in compliance with all covenants thereunder.
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During the three months ended March 31, 2021 and 2020, we incurred interest expense on the repurchase facilities of $ 0.8 million and $ 0.7 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, 2021 and 2020, we capitalized all interest costs incurred during these periods, except for interest incurred on our mortgage repurchase facilities.
Our interest costs are as follows (in thousands):
Three Months Ended March 31,
2021
2020
Interest capitalized beginning of period
$
60,838
$
67,069
Interest capitalized during period
15,048
17,453
Less: capitalized interest in cost of sales
( 18,377 )
( 13,685 )
Interest capitalized end of period
$
57,509
$
70,837
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 2021 estimated annual effective tax rate of 23.6 % is driven by our blended federal and state statutory rate of 24.7 %, and certain other permanent differences between GAAP and tax which decreased our rate by 1.1 %.
For the three months ended March 31, 2021, our estimated annual rate of 23.6 % was impacted by discrete items which had a net impact of decreasing our rate by 1.2 %, including excess tax benefits for vested stock-based compensation.
For the three months ended March 31, 2021 and 2020, we recorded income tax expense of $ 29.4 million and $ 8.0 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 measurement date.
Mortgage loans held for sale – Fair value is based on quoted market prices for committed mortgage loans.
Derivative assets and liabilities – Derivative assets and liabilities are related to our financial services segment and f air 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 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 delinquency rates.
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.
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The following outlines the Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020, and the changes in the fair value of the Level 3 assets during the three months ended March 31, 2021 and 2020, respectively:
March 31,
December 31,
Balance Sheet Classification
Hierarchy
2021
2020
Mortgage loans held for sale
Mortgage loans held for sale
Level 2
$
303,414
$
282,639
Mortgage loans held for investment
Prepaid expenses and other assets
Level 3
$
10,078
$
8,727
Derivative assets
Prepaid expenses and other assets
Level 2
$
8,473
$
7,755
Mortgage servicing rights (1)
Prepaid expenses and other assets
Level 3
$
8,249
$
4,115
Derivative liabilities
Accrued expenses and other liabilities
Level 2
$
—
$
3,807
(1) The unobservable inputs used in the valuation of the mortgage servicing rights include mortgage prepayment rates, discount rates and delinquency rates, which were 8.0 %, 9.8 %, and 0.4 %, respectively.
The following table represents the reconciliation of the beginning and ending balance for the Level 3 recurring fair value measurements:
Three Months Ended March, 31
Mortgage servicing rights:
2021
2020
Beginning of year
$
4,115
$
—
Originations
3,882
—
Disposals/settlements
( 126 )
—
Changes in fair value
378
—
End of year
$
8,249
$
—
Three Months Ended March, 31
Mortgage loans held-for-investment
2021
2020
Beginning of year
$
8,727
$
3,385
Originations
1,400
3,437
Disposals/settlements
—
( 419 )
Reduction in unpaid principal balance
( 49 )
( 16 )
Changes in fair value
—
—
End of year
$
10,078
$
6,387
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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, 2021 and December 31, 2020, respectively.
March 31, 2021
December 31, 2020
Hierarchy
Carrying
Fair Value
Carrying
Fair Value
Cash and cash equivalents
Level 1
$
502,906
$
502,906
$
394,001
$
394,001
Secured notes receivable (1)
Level 2
$
2,407
$
2,418
$
2,434
$
2,448
5.875 % senior notes (2)(3)
Level 2
$
396,997
$
414,000
$
396,821
$
417,500
6.750 % senior notes (2)(3)
Level 2
$
494,972
$
530,000
$
494,768
$
533,750
Revolving line of credit (4)
Level 2
$
—
$
—
$
—
$
—
Other financing obligations (4)(5)
Level 3
$
5,809
$
5,809
$
3,286
$
3,286
Mortgage repurchase facilities (4)
Level 2
$
285,050
$
285,050
$
259,050
$
259,050
(1) Estimated fair value of the secured notes receivable was based on cash flow models discounted at market interest rates which considered the underlying risks of the note. In May 2020, the maturity of the secured note receivable was extended by one year to May of 2021.
(2) Estimated fair value of the senior notes is based on recent trading activity in inactive markets.
(3) Carrying amounts include any associated unamortized deferred financing costs, premiums and discounts. As of March 31, 2021, these amounts totaled $ 5.0 million and $ 3.0 million for the 6.750 % senior notes and 5.875 % senior notes, respectively. As of December 31, 2020, these amounts totaled $ 5.2 million and $ 3.2 million for the 6.750 % senior notes and 5.875 % senior notes, respectively.
(4) Carrying amount approximates fair value due to short-term nature and interest rate terms.
(5) Insurance premium notes included in other financing obligations bore interest rates ranging from 3.200 % to 3.240 % during the period ended March 31, 2021 and during the period ended December 31, 2020.
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, 2021. During the three months ended March 31, 2020, we determined that inventory with a carrying value before impairment of $ 2.3 million within one community was not recoverable. Accordingly, we recognized an impairment charge of $ 0.8 million to reflect the estimated fair value of the community of $ 1.5 million. The estimated fair value of the community was determined through a discounted cash flow approach utilizing Level 3 inputs. This inventory impairment was incurred in the Century Complete segment. 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, 2021 and 2020, we granted restricted stock units (which we refer to as “RSUs”) covering 0.2 million and 0.3 million shares of common stock, respectively, with a grant date fair value of $ 52.74 per share and $ 31.19 per share, respectively, that vest over a three year period. During the three months ended March 31, 2021 we also granted performance share units (which we refer to as “PSUs”) covering up to 0.2 million shares of common stock, assuming maximum level of performance, with a grant date fair value of $ 58.28 per share. We did not grant any PSUs during the three months ended March 31, 2020. Granted PSUs are subject to both service and performance vesting conditions. The quantity of shares that will ultimately vest for the PSUs ranges from 0 % to 250 % of a targeted number of shares for each participant and will be determined based on an achievement of a three year pre-tax income performance goal. Approximately 0.8 million shares will vest if the defined maximum performance targets are met, and no shares will vest if the defined minimum performance targets are not met.
A summary of our outstanding RSUs and PSUs, assuming current estimated level of performance achievement, are as follows (in thousands, except years):
As of March 31, 2021
Unvested units
1,191
Unrecognized compensation cost
$
27,208
Remaining period to recognize compensation cost
2.24 years
During the three months ended March 31, 2021 and 2020, we recognized stock-based compensation expense of $ 3.0 million and $ 1.7 million, respectively. Stock-based compensation expense is included in selling, general, and administrative expense on our condensed consolidated statements of operations.
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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, 2021, and December 31, 2020 there were 33.7 million and 33.4 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 1.631 million shares. We issued 0.6 million and 0.4 million shares of common stock related to the vesting of RSUs during the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, approximately 0.7 million shares of common stock remained available for issuance under the Amended 2017 Incentive Plan.
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, had all $ 100.0 million available for sale as of March 31, 2021. We did no t sell or issue any shares of our common stock during the three months ended March 31, 2021 and 2020, 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, 2021 and 2020, 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, 2021 was 3,812,939 shares.
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, 2021 and 2020 (in thousands, except share and per share information):
Three Months Ended
March 31,
2021
2020
Numerator
Net income
$
101,652
$
26,126
Denominator
Weighted average common shares outstanding - basic
33,563,903
33,207,928
Dilutive effect of restricted stock units
320,372
268,516
Weighted average common shares outstanding - diluted
33,884,275
33,476,444
Earnings per share:
Basic
$
3.03
$
0.79
Diluted
$
3.00
$
0.78
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 0.8 million and 0.6 million common stock unit equivalents from diluted earnings per share during the three months ended March 31, 2021 and 2020, respectively, related to the PSUs for which performance conditions remained unsatisfied.
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15. Commitments and Contingencies
Letters of Credit and Performance Bonds
In the normal course of business, we post letters of credit and performance bonds related to our land development performance obligations with local municipalities. As of March 31, 2021, and December 31, 2020, we had $ 441.2 million and $ 402.7 million, respectively, in letters of credit and performance 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.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.