Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS.
Century Communities, Inc.
Condensed Consolidated Balance Sheets
As of June 30, 2022 and December 31, 2021
(in thousands, except share and per share amounts)
June 30,
December 31,
2022
2021
Assets
(unaudited)
(audited)
Cash and cash equivalents
$
78,011
$
316,310
Cash held in escrow
82,494
52,297
Accounts receivable
58,755
41,932
Inventories
3,002,338
2,456,614
Mortgage loans held for sale
216,367
353,063
Prepaid expenses and other assets
257,715
200,087
Property and equipment, net
27,304
24,939
Deferred tax assets, net
19,356
21,239
Goodwill
30,395
30,395
Total assets
$
3,772,735
$
3,496,876
Liabilities and stockholders' equity
Liabilities:
Accounts payable
$
117,390
$
84,679
Accrued expenses and other liabilities
344,549
316,877
Notes payable
1,009,631
998,936
Revolving line of credit
141,000
—
Mortgage repurchase facilities
209,001
331,876
Total liabilities
1,821,571
1,732,368
Stockholders' equity:
Preferred stock, $ 0.01 par value, 50,000,000 shares authorized, none outstanding
—
—
Common stock, $ 0.01 par value, 100,000,000 shares authorized, 32,273,160 and 33,760,940 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively
323
338
Additional paid-in capital
596,727
697,845
Retained earnings
1,354,114
1,066,325
Total stockholders' equity
1,951,164
1,764,508
Total liabilities and stockholders' equity
$
3,772,735
$
3,496,876
See Notes to Unaudited Condensed Consolidated Financial Statements
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Century Communities, Inc.
Unaudited Condensed Consolidated Statements of Operations
For the Three and Six Months Ended June 30, 2022 and 2021
(in thousands, except share and per share amounts)
Three Months Ended June 30,
Six Months Ended June 30,
2022
2021
2022
2021
Revenues
Homebuilding revenues
Home sales revenues
$
1,134,535
$
1,004,789
$
2,122,950
$
1,964,068
Land sales and other revenues
8,810
8,258
10,440
23,928
Total homebuilding revenues
1,143,345
1,013,047
2,133,390
1,987,996
Financial services revenues
22,797
29,865
49,102
63,485
Total revenues
1,166,142
1,042,912
2,182,492
2,051,481
Homebuilding cost of revenues
Cost of home sales revenues
( 814,895 )
( 764,668 )
( 1,523,968 )
( 1,521,175 )
Cost of land sales and other revenues
( 8,012 )
( 7,000 )
( 8,858 )
( 17,020 )
Total homebuilding cost of revenues
( 822,907 )
( 771,668 )
( 1,532,826 )
( 1,538,195 )
Financial services costs
( 14,186 )
( 18,168 )
( 29,340 )
( 36,469 )
Selling, general and administrative
( 109,158 )
( 99,656 )
( 210,797 )
( 191,807 )
Inventory impairment and other
—
( 41 )
—
( 41 )
Other income (expense)
( 6,243 )
( 1,245 )
( 7,105 )
( 1,786 )
Income before income tax expense
213,648
152,134
402,424
283,183
Income tax expense
( 54,980 )
( 34,224 )
( 101,260 )
( 63,621 )
Net income
$
158,668
$
117,910
$
301,164
$
219,562
Earnings per share:
Basic
$
4.83
$
3.49
$
9.08
$
6.52
Diluted
$
4.78
$
3.47
$
8.97
$
6.47
Weighted average common shares outstanding:
Basic
32,839,402
33,738,586
33,183,097
33,651,727
Diluted
33,227,383
33,956,638
33,582,900
33,920,939
See Notes to Unaudited Condensed Consolidated Financial Statements
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Century Communities, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2022 and 2021
(in thousands)
Six Months Ended June 30,
2022
2021
Operating activities
Net income
$
301,164
$
219,562
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization
5,352
5,655
Stock-based compensation expense
9,791
7,212
Fair value of mortgage loans held for sale and other
5,322
3,359
Inventory impairment and other
—
41
Deferred income taxes
1,883
( 5,942 )
Loss on disposition of assets
1,067
804
Changes in assets and liabilities:
Cash held in escrow
( 30,197 )
( 14,491 )
Accounts receivable
( 15,624 )
( 8,505 )
Inventories
( 493,618 )
( 56,779 )
Mortgage loans held for sale
128,114
42,659
Prepaid expenses and other assets
( 23,572 )
( 25,694 )
Accounts payable
32,466
( 27,103 )
Accrued expenses and other liabilities
( 25,035 )
2,643
Net cash (used in) provided by operating activities
( 102,887 )
143,421
Investing activities
Purchases of property and equipment
( 8,785 )
( 4,405 )
Expenditures related to development of rental properties
( 13,618 )
—
Other investing activities
( 2,879 )
54
Net cash used in investing activities
( 25,282 )
( 4,351 )
Financing activities
Borrowings under revolving credit facilities
571,000
—
Payments on revolving credit facilities
( 430,000 )
—
Proceeds from issuance of insurance premium notes and other
18,031
9,477
Principal payments on insurance premium notes and other
( 9,043 )
( 3,854 )
Net payments for mortgage repurchase facilities
( 122,875 )
( 99,274 )
Withholding of common stock upon vesting of stock-based compensation awards
( 12,735 )
( 13,726 )
Repurchases of common stock under stock repurchase program
( 98,305 )
—
Dividend payments
( 13,225 )
( 5,065 )
Other financing activities
879
( 34 )
Net cash used in financing activities
( 96,273 )
( 112,476 )
Net (decrease) increase
$
( 224,442 )
$
26,594
Cash and cash equivalents and Restricted cash
Beginning of period
322,241
398,081
End of period
$
97,799
$
424,675
Supplemental cash flow disclosure
Cash paid for income taxes
$
117,476
$
78,909
Cash and cash equivalents and Restricted cash
Cash and cash equivalents
$
78,011
$
419,416
Restricted cash (Note 5)
19,788
5,259
Cash and cash equivalents and Restricted cash
$
97,799
$
424,675
See Notes to Unaudited Condensed Consolidated Financial Statements
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Century Communities, Inc.
Unaudited Condensed Consolidated Statements of Stockholders’ Equity
For the Three and Six Months Ended June 30, 2022 and 2021
(in thousands)
For the Three Months Ended June 30, 2022 and 2021
Common Stock
Shares
Amount
Additional Paid-In Capital
Retained Earnings
Total Stockholders' Equity
Balance at March 31, 2022
33,038
$
330
$
627,447
$
1,202,085
$
1,829,862
Vesting of stock-based compensation awards
36
—
—
—
—
Withholding of common stock upon vesting of stock-based compensation awards
( 10 )
—
( 598 )
—
( 598 )
Repurchases of common stock
( 791 )
( 7 )
( 35,920 )
—
( 35,927 )
Stock-based compensation expense
—
—
5,727
—
5,727
Cash dividends declared and dividend equivalents
—
—
71
( 6,639 )
( 6,568 )
Net income
—
—
—
158,668
158,668
Balance at June 30, 2022
32,273
$
323
$
596,727
$
1,354,114
$
1,951,164
Balance at March 31, 2021
33,708
$
337
$
688,009
$
684,823
$
1,373,169
Vesting of stock-based compensation awards
74
1
( 1 )
—
—
Withholding of common stock upon vesting of stock-based compensation awards
( 21 )
—
( 1,549 )
—
( 1,549 )
Stock-based compensation expense
—
—
4,193
—
4,193
Cash dividends declared and dividend equivalents
—
—
55
( 5,120 )
( 5,065 )
Net income
—
—
—
117,910
117,910
Balance at June 30, 2021
33,761
$
338
$
690,707
$
797,613
$
1,488,658
For the Six Months Ended June 30, 2022 and 2021
Common Stock
Shares
Amount
Additional Paid-In Capital
Retained Earnings
Total Stockholders' Equity
Balance at December 31, 2021
33,761
$
338
$
697,845
$
1,066,325
$
1,764,508
Vesting of stock-based compensation awards
516
5
( 5 )
—
—
Withholding of common stock upon vesting of stock-based compensation awards
( 200 )
( 2 )
( 12,733 )
—
( 12,735 )
Repurchases of common stock
( 1,804 )
( 18 )
( 98,287 )
—
( 98,305 )
Stock-based compensation expense
—
—
9,791
—
9,791
Cash dividends declared and dividend equivalents
—
—
150
( 13,375 )
( 13,225 )
Other
—
—
( 34 )
—
( 34 )
Net income
—
—
—
301,164
301,164
Balance at June 30, 2022
32,273
$
323
$
596,727
$
1,354,114
$
1,951,164
Balance at December 31, 2020
33,351
$
334
$
697,200
$
583,171
$
1,280,705
Vesting of stock-based compensation awards
675
7
( 7 )
—
—
Withholding of common stock upon vesting of stock-based compensation awards
( 265 )
( 3 )
( 13,723 )
—
( 13,726 )
Stock-based compensation expense
—
—
7,212
—
7,212
Cash dividends declared and dividend equivalents
—
—
55
( 5,120 )
( 5,065 )
Other
—
—
( 30 )
—
( 30 )
Net income
—
—
—
219,562
219,562
Balance at June 30, 2021
33,761
$
338
$
690,707
$
797,613
$
1,488,658
See Notes to Unaudited Condensed Consolidated Financial Statements
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Century Communities, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2022
1. Basis of Presentation
Century Communities, Inc. (which we refer to as “we,” “CCS,” or the “Company”), together with its subsidiaries, is engaged in the development, design, construction, marketing and sale of single-family attached and detached homes in 17 states. In many of our projects, in addition to building homes, we are responsible for the entitlement and development of the underlying land. We build and sell homes under our Century Communities and Century Complete brands. Our Century Communities brand targets a wide range of buyer profiles including: entry-level, first and second time move-up, and lifestyle homebuyers, and provides our homebuyers with the ability to personalize their homes through certain option and upgrade opportunities. Our Century Complete brand targets entry-level homebuyers, primarily sells homes through retail studios and the internet, and generally provides no option or upgrade opportunities. We now have six states where both Century brands have a presence, and we believe there are more opportunities for increased penetration within our over 45 high-growth markets to enable both brands to benefit from increased scale and enhanced operational efficiencies.
Our homebuilding operations are organized into the following five reportable segments: West, Mountain, Texas, Southeast, and Century Complete. Our indirect wholly-owned subsidiaries, Inspire Home Loans Inc., Parkway Title, LLC, and IHL Home Insurance Agency, LLC, which provide mortgage, title, and insurance services, respectively, primarily to our homebuyers, have been identified as our Financial Services segment. Additionally, our wholly owned subsidiary, Century Living, LLC, is engaged in the development, construction and management of multi-family rental properties, primarily in Colorado, with the intent to dispose of properties shortly after achieving stabilized rental operations. Century Living, LLC is included in our Corporate segment.
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (which we refer to as “GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (which we refer to as the “SEC”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation of our financial position and results of operations for the periods presented. Interim results of operations are not necessarily indicative of the results that may be achieved for the full year. The financial statements and related notes do not include all information and footnotes required by GAAP and should be read in conjunction with the consolidated financial statements for the year ended December 31, 2021, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 that was filed with the SEC on February 3, 2022.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company, as well as all subsidiaries in which we have a controlling interest, and variable interest entities for which the Company is deemed to be the primary beneficiary. We do not have any variable interest entities in which we are deemed the primary beneficiary. All intercompany accounts and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.
2. Reporting Segments
Our homebuilding operations are engaged in the development, design, construction, marketing and sale of single-family attached and detached homes in 17 states. We build and sell homes under our Century Communities and Century Complete brands. Our Century Communities brand is managed by geographic location, and each of our four geographic regions offers a wide range of buyer profiles including: entry-level, first and second time move-up, and lifestyle homebuyers, and provides our homebuyers with the ability to personalize their homes through certain option and upgrade selections. Each of our four geographic regions is considered a separate operating segment. Our Century Complete brand targets entry-level homebuyers, primarily sells homes through retail studios and the internet, and generally provides no option or upgrade selections. Our Century Complete brand currently has operations in 11 states and is managed separately from our four geographic regions. Accordingly, it is considered a separate operating segment.
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The management of our four Century Communities geographic regions and Century Complete reports to our chief operating decision makers (which we refer to as “CODMs”), the Co-Chief Executive Officers of our Company. The CODMs review the results of our operations, including total revenue and income before income tax expense to determine profitability and to allocate resources. Accordingly, we have presented our homebuilding operations as the following five reportable segments:
West (California and Washington)
Mountain (Arizona, Colorado, Nevada, and Utah)
Texas
Southeast (Florida, Georgia, North Carolina, South Carolina, and Tennessee)
Century Complete (Alabama, Arizona, Florida, Georgia, Indiana, Kentucky, Michigan, North Carolina, Ohio, South Carolina, and Texas)
We have identified our Financial Services operations, which provide mortgage, title, and insurance services to our homebuyers, as a sixth reportable segment. Our Corporate operations are a non-operating segment, as they serve to support our homebuilding, and to a lesser extent our Financial Services operations, through functions, such as our executive, finance, treasury, human resources, accounting and legal departments.
Additionally, our wholly owned subsidiary, Century Living, LLC, is engaged in the development, construction and management of multi-family rental properties, primarily in Colorado, with the intent to dispose of properties shortly after achieving stabilized rental operations. Century Living, LLC is included in our Corporate segment.
The following table summarizes total revenue and income (loss) before income tax expense by segment (in thousands ):
Three Months Ended June 30,
Six Months Ended June 30,
2022
2021
2022
2021
Revenue:
West
$
293,839
$
237,367
$
556,548
$
423,193
Mountain
283,002
295,001
564,362
600,314
Texas
122,864
132,789
247,441
220,524
Southeast
180,556
168,519
330,157
388,925
Century Complete
263,084
179,371
434,882
355,040
Financial Services
22,797
29,865
49,102
63,485
Corporate
—
—
—
—
Total revenue
$
1,166,142
$
1,042,912
$
2,182,492
$
2,051,481
Income (loss) before income tax expense:
West
$
77,945
$
40,903
$
149,187
$
68,364
Mountain
51,500
55,814
108,503
107,794
Texas
25,327
19,139
45,898
27,670
Southeast
38,782
26,096
69,647
49,536
Century Complete
40,134
23,089
64,821
44,819
Financial Services
8,611
11,697
19,762
27,016
Corporate
( 28,651 )
( 24,604 )
( 55,394 )
( 42,016 )
Total income before income tax expense
$
213,648
$
152,134
$
402,424
$
283,183
The following table summarizes total assets by segment (in thousands):
June 30,
December 31,
2022
2021
West
$
816,300
$
668,830
Mountain
1,083,966
1,008,481
Texas
449,936
322,302
Southeast
439,321
360,644
Century Complete
491,925
371,096
Financial Services
351,300
533,159
Corporate
139,987
232,364
Total assets
$
3,772,735
$
3,496,876
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Corporate assets primarily include certain cash and cash equivalents, certain property and equipment, costs associated with development of multi-family rental properties, prepaid insurance, and deferred financing costs on our revolving line of credit.
3. Inventories
Inventories included the following (in thousands):
June 30,
December 31,
2022
2021
Homes under construction
$
1,556,089
$
1,188,270
Land and land development
1,389,125
1,214,965
Capitalized interest
57,124
53,379
Total inventories
$
3,002,338
$
2,456,614
4. Financial Services
Our Financial Services are principally comprised of our mortgage lending operations, Inspire Home Loans Inc. (which we refer to as “Inspire”). Inspire is a full-service mortgage lender and primarily originates mortgage loans for our homebuyers. Inspire sells substantially all of the loans it originates either as loans with servicing rights released, or with servicing rights retained, in the secondary mortgage market within a short period of time after origination, generally within 30 days. Inspire primarily finances these loans using its mortgage repurchase facilities. Mortgage loans in process for which interest rates were locked by borrowers, or interest rate lock commitments, totaled approximately $ 222.5 million and $ 164.3 million at June 30, 2022 and December 31, 2021, respectively, and carried a weighted average interest rate of approximately 5.2 % and 3.3 %, respectively . As of June 30, 2022 and December 31, 2021, Inspire had mortgage loans held for sale with an aggregate fair value of $ 216.4 million and $ 353.1 million, respectively, and an aggregate outstanding principal balance of $ 213.8 million and $ 342.0 million, respectively. Our net gains on the sale of mortgage loans were $ 1.5 million and $ 24.5 million for the three months ended June 30, 2022 and 2021, respectively, and were $ 2.2 million and $ 42.5 million for the six months ended June 30, 2022 and 2021, respectively, and are included in financial services revenue on the condensed consolidated statements of operations. Interest rate risks related to these obligations are typically mitigated by the preselling of loans to investors or through our interest rate hedging program.
Mortgage loans held for sale, including the rights to service the mortgage loans, mortgage loans in process for which interest rates were committed to the borrowers (referred to as “interest rate lock commitments”), as well as the derivative instruments used to economically hedge our interest rate risk, which are typically forward commitments on mortgage-backed securities and interest rate lock commitments, are carried at fair value. Management believes carrying loans held for sale at fair value improves financial reporting by mitigating volatility in reported earnings caused by measuring the fair value of the loans and the derivative instruments used to economically hedge them. Gains and losses from the changes in fair value are reflected in financial services revenue on the condensed consolidated statements of operations. Gains from the change in fair value for mortgage loans held for sale were $ 1.1 million and $ 0.6 million for the three months ended June 30, 2022 and 2021, respectively, and losses from the change in fair value were $ 8.6 million and $ 4.3 million for the six months ended June 30, 2022 and 2021, respectively. Refer to Note 11 – Fair Value Disclosures for further information regarding our derivative instruments .
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5. Prepaid Expenses and Other Assets
Prepaid expenses and other assets included the following (in thousands):
June 30,
December 31,
2022
2021
Prepaid insurance
$
31,903
$
37,814
Lot option and escrow deposits
66,765
61,649
Performance deposits
11,813
11,196
Deferred financing costs on revolving line of credit, net
5,040
5,135
Restricted cash (1)
19,788
5,931
Right of use assets
15,448
16,939
Mortgage loans held for investment at fair value
14,509
10,631
Mortgage loans held for investment at amortized cost
6,846
2,825
Derivative assets and mortgage servicing rights
27,458
19,645
Other assets and prepaid expenses
58,145
28,322
Total prepaid expenses and other assets
$
257,715
$
200,087
(1) Restricted cash consists of restricted cash related to land purchases, earnest money deposits for home sale contracts held by third parties as required by various jurisdictions, and certain pledge balances associated with our mortgage repurchase facilities .
6. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities included the following (in thousands):
June 30,
December 31,
2022
2021
Earnest money deposits
$
56,058
$
56,811
Warranty reserve
14,127
13,343
Accrued compensation costs
61,551
81,604
Land development and home construction accruals
139,252
88,155
Accrued interest
10,789
9,653
Lease liabilities - operating leases
16,047
17,359
Income taxes payable
—
1,684
Derivative liabilities
—
359
Other accrued liabilities
46,725
47,909
Total accrued expenses and other liabilities
$
344,549
$
316,877
7. Warranties
Estimated future direct warranty costs are accrued and charged to cost of home sales revenues in the period when the related home sales revenues are recognized. Amounts accrued, which are included in accrued expenses and other liabilities on the condensed consolidated balance sheets, are based upon historical experience rates. We subsequently assess the adequacy of our warranty accrual on a quarterly basis through a model that incorporates historical payment trends and adjust the amounts recorded, if necessary. Based on warranty payment trends relative to our estimates at the time of home closing, we increased our warranty reserve by $ 58.0 thousand during the three months ended June 30, 2022 and reduced our warranty reserve by $ 0.4 million during the three months ended June 30, 2021, respectively, and we reduced our warranty reserve by $ 0.5 million and $ 2.2 million during the six months ended June 30, 2022 and 2021, respectively. These adjustments are included in cost of home sales revenues on our condensed consolidated statements of
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operations. Changes in our warranty accrual for the three and six months ended June 30, 2022 and 2021 are detailed in the table below (in thousands) :
Three Months Ended June 30,
Six Months Ended June 30,
2022
2021
2022
2021
Beginning balance
$
13,503
$
13,480
$
13,343
$
13,824
Warranty expense provisions
2,245
2,382
4,147
4,680
Payments
( 1,679 )
( 1,605 )
( 2,867 )
( 2,444 )
Warranty adjustment
58
( 395 )
( 496 )
( 2,198 )
Ending balance
$
14,127
$
13,862
$
14,127
$
13,862
8. Debt
Our outstanding debt obligations included the following as of June 30, 2022 and December 31, 2021 (in thousands):
June 30,
December 31,
2022
2021
3.875 % senior notes, due August 2029 (1)
$
494,503
$
494,117
6.750 % senior notes, due May 2027 (1)
495,985
495,581
Other financing obligations (2)
19,143
9,238
Notes payable
1,009,631
998,936
Revolving line of credit
141,000
—
Mortgage repurchase facilities
209,001
331,876
Total debt
$
1,359,632
$
1,330,812
(1) The carrying value of senior notes reflects the impact of premiums, discounts, and issuance costs that are amortized to interest expense over the respective terms of the senior notes.
(2) As of June 30, 2022, other financing obligations included $ 18.2 million related to insurance premium notes and certain secured borrowings, as well as $ 0.9 million outstanding under the Construction Loan Agreement. As of June 30, 2021, other financing obligations included $ 9.2 million related to insurance premium notes and certain secured borrowings.
Construction Loan Agreement
On March 17, 2022, a wholly owned subsidiary of Century Living entered into a Construction Loan Agreement with U.S. Bank National Association, a national banking association, d/b/a Housing Capital Company (which we refer to as “the Lender”). The Construction Loan Agreement provides that we may borrow up to $ 80.0 million from the Lender for purposes of construction of a multi-family project in Colorado, with advances made by the Lender upon the satisfaction of certain conditions. Borrowings under the Construction Loan Agreement bear interest at a rate per annum equal to a forward-looking term rate based on the secured overnight financing rate (which we refer to as “SOFR”) plus 210 basis points. The outstanding principal balance and all accrued and unpaid interest is due on the maturity date of March 17, 2026 , and prepayments of the unpaid principal balance and accrued interest may be prepaid in full or in part, without premium or penalty. We have the option to extend the maturity date for a period of 12 months if certain conditions are satisfied. The Construction Loan Agreement contains customary affirmative and negative covenants (including covenants related to construction completion, and limitations on the use of loan proceeds, transfers of land, equipment, and improvements), as well as customary events of default.
As of June 30, 2022, $ 0.9 million was outstanding under the Construction Loan Agreement, and we were in compliance with all covenants thereunder.
Revolving Line of Credit
On May 21, 2021, we entered into a Second Amended and Restated Credit Agreement (which we refer to as the “Second A&R Credit Agreement”) with Texas Capital Bank, National Association, as Administrative Agent and L/C Issuer, and the lenders party thereto. The Second A&R Credit Agreement, which amended and restated our prior Amended and Restated Credit Agreement , provides us with a senior unsecured revolving line of credit (which we refer to as the “Credit Facility”) of up to $ 800.0 million, and unless terminated earlier, will mature on April 30, 2026. The Credit Facility includes a $ 250.0 million sublimit for standby letters of credit. Under the terms of the Second A&R Credit Agreement, the Company is entitled to request an increase in the size of the Credit Facility by an amount not exceeding $ 200 million. Our obligations under the Second A&R Credit Agreement are guaranteed by certain of our subsidiaries. The Second A&R Credit Agreement contains customary affirmative and negative covenants (including limitations on our ability to grant liens, incur additional debt, pay dividends, redeem our common stock, make certain investments and engage in certain
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merger, consolidation or asset sale transactions), as well as customary events of default. Borrowings under the Second A&R Credit Agreement bear interest at a floating rate equal to the adjusted Eurodollar Rate plus an applicable margin between 2.05 % and 2.65 % per annum, and if made available in the Administrative Agent’s discretion, a base rate plus an applicable margin between 1.05 % and 1.65 % per annum.
As of June 30, 2022 and December 31, 2021, $ 141.0 million and no amounts were outstanding under the Credit Facility, respectively, and we were in compliance with all covenants under the Second A&R Credit Agreement.
Mortgage Repurchase Facilities – Financial Services
On May 4, 2018, September 14, 2018, and August 1, 2019, Inspire entered into mortgage warehouse facilities, with Comerica Bank, J.P. Morgan, and Wells Fargo, respectively. The mortgage warehouse lines of credit (which we refer to as the “Repurchase Facilities”), which were increased in 2020, provide Inspire with uncommitted repurchase facilities of up to $ 325.0 million as of June 30, 2022, secured by the mortgage loans financed thereunder. The Repurchase Facilities have varying short term maturity dates through August 23, 2022 and bear a weighted average interest rate of 2.938 %.
Amounts outstanding under the Repurchase Facilities are not guaranteed by us or any of our subsidiaries, and the agreements contain various affirmative and negative covenants applicable to Inspire that are customary for arrangements of this type. As of June 30, 2022, and December 31, 2021, we had $ 209.0 million and $ 331.9 million outstanding under the Repurchase Facilities, respectively, and were in compliance with all covenants thereunder.
During the three months ended June 30, 2022 and 2021, we incurred interest expense on the Repurchase Facilities of $ 0.4 million and $ 0.6 million, respectively, which are included in financial services costs on our condensed consolidated statements of operations. During the six months ended June 30, 2022 and 2021, we incurred interest expense on the Repurchase Facilities of $ 0.8 million and $ 1.4 million, respectively.
9. Interest on Senior Notes and Revolving Line of Credit
Interest on our senior notes and Revolving Line of Credit is capitalized to inventories while the related communities are being actively developed and until homes are completed. As our qualifying assets exceeded our outstanding debt during the three and six months ended June 30, 2022 and 2021, we capitalized all interest costs incurred on these facilities during these periods.
Our interest costs were as follows (in thousands):
Three Months Ended June 30,
Six Months Ended June 30,
2022
2021
2022
2021
Interest capitalized beginning of period
$
55,252
$
57,509
$
53,379
$
60,838
Interest capitalized during period
15,345
15,058
29,364
30,106
Less: capitalized interest in cost of sales
( 13,473 )
( 18,406 )
( 25,619 )
( 36,783 )
Interest capitalized end of period
$
57,124
$
54,161
$
57,124
$
54,161
10 . Income Taxes
At the end of each interim period we are required to estimate our annual effective tax rate for the fiscal year and to use that rate to provide for income taxes for the current year-to-date reporting period. Our 2022 estimated annual effective tax rate, before discrete items, of 25.6 % is driven by our blended federal and state statutory rate of 24.8 %, and certain permanent differences between GAAP and tax, including disallowed deductions for executive compensation which increased our rate by 0.8 %.
For the six months ended June 30, 2022, our estimated annual rate of 25.6 % was impacted by discrete items which had a net impact of decreasing our rate by 0.4 %, including excess tax benefits for vested stock-based compensation and federal energy tax credits claimed on prior year home deliveries in excess of previous estimates .
Our estimated annual rate for the six months ended June 30, 2022 of 25.6 % increased by 340 basis points as compared to our effective tax rate for the year ended December 31, 2021 of 22.2 %. The increase in our estimated rate is driven by the expiration of the Energy Efficient Home Credit on December 31, 2021. The Energy Efficient Home Credit provided a $ 2,000 tax credit for each home delivered that met the energy saving and certification requirements under the statute.
For the three months ended June 30, 2022 and 2021, we recorded income tax expense of $ 55.0 million and $ 34.2 million, respectively. For the six months ended June 30, 2022 and 2021, we recorded income tax expense of $ 101.3 million and $ 63.6 million, respectively.
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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 liabilities – Derivative assets are interest rate lock commitments and derivative liabilities are associated with forward commitments and investor commitments on loans. Fair value is based on market prices for similar instruments.
Level 3 – Valuations derived from techniques where one or more significant inputs or significant value drivers are unobservable in active markets at the measurement date.
Mortgage servicing rights - The fair value of the mortgage servicing rights is calculated using third-party valuations. The key assumptions, which are generally unobservable inputs, used in the valuation of the mortgage servicing rights include mortgage prepayment rates, discount rates and cost to service.
Mortgage loans held for investment at fair value – The fair value of mortgage loans held for investment at fair value is calculated based on Level 3 analysis which incorporates information including the value of underlying collateral, from markets where there is little observable trading activity.
The following outlines the Company’s assets and liabilities measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, respectively (in thousands):
June 30,
December 31,
Balance Sheet Classification
Hierarchy
2022
2021
Mortgage loans held for sale
Mortgage loans held for sale
Level 2
$
216,367
$
353,063
Mortgage loans held for investment at fair value (1)
Prepaid expenses and other assets
Level 3
$
14,509
$
10,631
Derivative assets
Prepaid expenses and other assets
Level 2
$
7,262
$
5,944
Mortgage servicing rights (2)
Prepaid expenses and other assets
Level 3
$
20,196
$
13,701
Derivative liabilities
Accrued expenses and other liabilities
Level 2
$
—
$
359
(1) The unobservable inputs used in the valuation of the mortgage loans held for investment at fair value include, among other items, the value of underlying collateral, from markets where there is little observable trading activity.
(2) The unobservable inputs used in the valuation of the mortgage servicing rights include mortgage prepayment rates, discount rates and cost to service, which were 7.7 %, 9.9 %, and $ 0.086 per year per loan, respectively as of June 30, 2022, and 8.5 %, 9.9 %, and $ 0.085 per year per loan, respectively, as of December 31, 2021. The high and low end of the range of unobservable inputs used in the valuation did not result in a significant change to the fair value measurement.
The following table represents the reconciliation of the beginning and ending balance for the Level 3 recurring fair value measurements, with gains and losses from the changes in fair value reflected in financial services revenue on the condensed consolidated statements of operations (in thousands):
Three Months Ended June 30,
Six Months Ended June 30,
Mortgage servicing rights
2022
2021
2022
2021
Beginning of period
$
18,050
$
8,249
$
13,701
$
4,115
Originations
1,967
2,500
5,373
6,382
Settlements
( 230 )
( 143 )
( 535 )
( 270 )
Changes in fair value
409
( 308 )
1,657
71
End of period
$
20,196
$
10,298
$
20,196
$
10,298
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Three Months Ended June 30,
Six Months Ended June 30,
Mortgage loans held-for-investment at fair value
2022
2021
2022
2021
Beginning of period
$
13,955
$
10,078
$
10,631
$
8,727
Transfers from loans held for sale
1,216
1,981
5,142
3,381
Settlements
( 592 )
( 1,180 )
( 1,121 )
( 1,180 )
Reduction in unpaid principal balance
( 70 )
( 56 )
( 124 )
( 105 )
Changes in fair value
—
—
( 19 )
—
End of period
$
14,509
$
10,823
$
14,509
$
10,823
For the financial assets and liabilities that the Company does not reflect at fair value, the following present both their respective carrying value and fair value at June 30, 2022 and December 31, 2021, respectively (in thousands).
June 30, 2022
December 31, 2021
Hierarchy
Carrying
Fair Value
Carrying
Fair Value
Cash and cash equivalents
Level 1
$
78,011
$
78,011
$
316,310
$
316,310
3.875 % senior notes (1)(2)
Level 2
$
494,503
$
387,500
$
494,117
$
504,375
6.750 % senior notes (1)(2)
Level 2
$
495,985
$
475,625
$
495,581
$
526,875
Revolving line of credit (3)
Level 2
$
141,000
$
141,000
$
—
$
—
Other financing obligations (3)(4)
Level 3
$
19,143
$
19,143
$
9,238
$
9,238
Mortgage repurchase facilities (3)
Level 2
$
209,001
$
209,001
$
331,876
$
331,876
(1) Estimated fair value of the senior notes is based on recent trading activity in inactive markets.
(2) Carrying amounts include any associated unamortized deferred financing costs, premiums and discounts. As of June 30, 2022, these amounts totaled $ 5.5 million and $ 4.0 million for the 3.875 % senior notes and 6.750 % senior notes, respectively. As of December 31, 2021, these amounts totaled $ 5.9 million and $ 4.4 million for the 6.750 % senior notes and 5.875 % senior notes, respectively.
(3) Carrying amount approximates fair value due to short-term nature and interest rate terms.
(4) Other financing obligations included $ 0.9 million related to outstanding borrowings on the Construction Loan Agreement, and $ 18.2 million related to insurance premium notes and certain secured borrowings that generally bore interest rates ranging from 2.40 % to 3.64 % during the period ended June 30, 2022 and from 2.99 % to 3.24 % during the period ended December 31, 2021.
Non-financial assets and liabilities include items such as inventory and property and equipment that are measured at fair value when acquired and as a result of impairments, if deemed necessary. No impairment charges were recorded in the three and six months ended June 30, 2022 and nominal impairment charges were recorded in the three and six months ended June 30, 2021. When impairment charges are recognized, the estimated fair value of communities are determined through a discounted cash flow approach utilizing Level 3 inputs. Changes in our cash flow projections in future periods related to these communities may change our conclusions on the recoverability of inventory in the future.
12. Stock-Based Compensation
During the six months ended June 31, 2022 and 2021, we granted performance share units (which we refer to as “PSUs”) covering up to 0.5 million and 0.2 million shares of common stock, respectively, assuming maximum level of performance, with a grant date fair value of $ 55.93 and $ 58.28 per share, respectively, that are subject to both service and performance vesting conditions. The quantity of shares that will ultimately vest for the PSUs ranges from 0 % to up to 250 % of a targeted number of shares for each participant and will be determined based on an achievement of a three year adjusted pre-tax income performance goal. During the six months ended June 30, 2022 and 2021, we issued 0.3 million and 0.3 million shares of common stock, respectively, upon the vesting and settlement of PSUs that were granted in previous periods. Approximately 0.9 million shares will vest from 2022 to 2024 if the defined maximum performance targets are met, and no shares will vest if the defined minimum performance targets are not met.
During the six months ended June 30, 2022 and 2021, we granted restricted stock units (which we refer to as “RSUs”) covering 0.2 million and 0.2 million shares of common stock, respectively, with a grant date fair value of $ 63.77 and $ 53.43 per share, respectively, that primarily vest over a three year period. During the six months ended June 30, 2022, we granted 11.0 thousand shares of common stock on an unrestricted basis (which we refer to as “stock awards”) with a grant date fair value of $ 54.46 per share to our non-employee directors.
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A summary of our outstanding PSUs, assuming the current estimated level of performance achievement, and RSUs are as follows (in thousands, except years):
As of June 30, 2022
Unvested units
998
Unrecognized compensation cost
$
30,110
Weighted-average period to recognize compensation cost
1.78
During the three months ended June 30, 2022 and 2021, we recognized stock-based compensation expense of $ 5.7 million and $ 4.2 million, respectively. During the six months ended June 30, 2022 and 2021, we recognized stock-based compensation expense of $ 9.8 million and $ 7.2 million, respectively. Stock-based compensation expense is included in selling, general, and administrative expense on our condensed consolidated statements of operations.
13. Stockholders’ Equity
Our authorized capital stock consists of 100.0 million shares of common stock, par value $ 0.01 per share, and 50.0 million shares of preferred stock, par value $ 0.01 per share. As of June 30, 2022 and December 31, 2021, there were 32.3 million and 33.8 million shares of common stock issued and outstanding, respectively, and no shares of preferred stock outstanding.
On May 4, 2022, the stockholders approved the adoption of the Century Communities, Inc. 2022 Omnibus Incentive Plan (which we refer to as the “2022 Incentive Plan”), which replaced the Century Communities, Inc. Amended and Restated 2017 Omnibus Incentive Plan (which we refer to as our “2017 Incentive Plan”). Under the 2022 Incentive Plan, 3.1 million shares of common stock are available for issuance to eligible participants, plus 51.2 thousand shares of our common stock that remained available for issuance under the 2017 Incentive Plan and any shares subject to awards outstanding under the 2017 Incentive Plan that are subsequently forfeited, cancelled, expire or otherwise terminate without the issuance of such shares. During the six months ended June 30, 2022 and 2021, we issued 0.5 million and 0.7 million shares of common stock, respectively, related to the vesting and settlement of RSUs, PSUs, and stock awards. As of June 30, 2022, approximately 3.1 million shares of common stock remained available for issuance under the 2022 Incentive Plan.
The following table sets forth cash dividends declared by our Board of Directors to holders of record of our common stock during the six months ended June 30, 2022 (in thousands, except per share information):
Cash Dividends Declared
Declaration Date
Record Date
Payable Date
Per Share
Amount
February 16, 2022
March 2, 2022
March 16, 2022
$
0.20
$
6,657
May 18, 2022
June 1, 2022
June 15, 2022
$
0.20
$
6,568
Under the 2022 Incentive Plan and the previous 2017 Incentive Plan, at the discretion of the Compensation Committee of the Board of Directors, RSUs and PSUs granted under the plan have the right to earn dividend equivalents, which entitles the holders of such RSUs and PSUs to additional RSUs and PSUs equal to the same dividend value per share as holders of common stock. Dividend equivalents are subject to the same vesting and other terms and conditions as the underlying RSUs and PSUs.
On November 27, 2019, we entered into a Distribution Agreement with J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc., and Fifth Third Securities, Inc. (which we refer to as the “Distribution Agreement”), as sales agents pursuant to which we may offer and sell shares of our common stock having an aggregate offering price of up to $ 100.0 million from time to time through any of the sales agents party thereto in “at-the-market” offerings, in accordance with the terms and conditions set forth in the Distribution Agreement. This Distribution Agreement, which superseded and replaced a prior similar distribution agreement, and was amended in July 2021 to acknowledge our filing of a new registration statement on Form S-3 registering the issuance and sale of shares of our common stock under the Distribution Agreement and replace Citigroup Global Markets Inc. with Wells Fargo Securities, LLC as a sales agent, had all $ 100.0 million available for sale as of June 30, 2022. We did no t sell or issue any shares of our common stock during the three and six months ended June 30, 2022 and 2021, respectively. The Distribution Agreement will remain in full force and effect until terminated by either party pursuant to the terms of the agreement or such date that the maximum offering amount has been sold in accordance with the terms of the agreement .
On November 6, 2018, we authorized a stock repurchase program, under which we may repurchase up to 4.5 million shares of our outstanding common stock. During the three and six months ended June 30, 2022, an aggregate of 0.8 million and 1.8 million shares, respectively, were repurchased for a total purchase price of approximately $ 35.9 million and $ 98.3 million, respectively, and a weighted average price of $ 45.42 and $ 54.46 per share, respectively. During the three and six months ended June 30, 2021, we did not repurchase any shares of common stock. The maximum number of shares available to be repurchased under the stock repurchase program as of June 30, 2022 was 2,008,994 shares.
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During the six months ended June 30, 2022 and 2021, shares of common stock at a total cost of $ 12.7 million and $ 13.7 million, respectively, were netted and surrendered as payment for minimum statutory withholding obligations in connection with the vesting of outstanding stock-based compensation awards. Shares surrendered by the participants in accordance with the applicable award agreements and plan are deemed repurchased and retired by us but are not part of our publicly announced share repurchase programs.
14. Earnings Per Share
We use the treasury stock method to calculate earnings per share as our currently issued non-vested RSUs and PSUs do not have participating rights.
The following table sets forth the computation of basic and diluted EPS for the three and six months ended June 30, 2022 and 2021 (in thousands, except share and per share information):
Three Months Ended June 30,
Six Months Ended June 30,
2022
2021
2022
2021
Numerator
Net income
$
158,668
$
117,910
$
301,164
$
219,562
Denominator
Weighted average common shares outstanding - basic
32,839,402
33,738,586
33,183,097
33,651,727
Dilutive effect of restricted stock units
387,981
218,052
399,803
269,212
Weighted average common shares outstanding - diluted
33,227,383
33,956,638
33,582,900
33,920,939
Earnings per share:
Basic
$
4.83
$
3.49
$
9.08
$
6.52
Diluted
$
4.78
$
3.47
$
8.97
$
6.47
Stock-based awards are excluded from the calculation of diluted EPS in the event they are subject to unsatisfied performance conditions or are antidilutive. We excluded 0.5 million and 0.8 million common stock unit equivalents from diluted earnings per share during the three months ended June 30, 2022 and 2021, respectively, and we excluded 0.5 million and 0.8 million common stock unit equivalents from diluted earnings per share during the six months ended June 30, 2022 and 2021, respectively, related to the PSUs for which performance conditions remained unsatisfied .
15. Commitments and Contingencies
Letters of Credit and Performance Bonds
In the normal course of business, we post letters of credit and performance and other bonds primarily related to our land development performance obligations with local municipalities. As of June 30, 2022 and December 31, 2021, we had $ 564.0 million and $ 492.5 million, respectively, in letters of credit and performance and other bonds issued and outstanding.
Legal Proceedings
We are subject to claims and lawsuits that arise primarily in the ordinary course of business, which consist primarily of construction claims. It is the opinion of our management that if the claims have merit, parties other than the Company would be, at least in part, liable for the claims, and the eventual outcome of these claims will not have a material adverse effect upon our consolidated financial condition, results of operations, or cash flows. When we believe that a loss is probable and estimable, we record a charge on our condensed consolidated statements of operations for our estimated loss.
Under various insurance policies, we have the ability to recoup costs in excess of applicable self-insured retentions. Estimates of such amounts are recorded in other assets on our condensed consolidated balance sheet when recovery is probable.
We do not believe that the ultimate resolution of any claims and lawsuits will have a material adverse effect upon our consolidated financial position, results of operations, or cash flows.
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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.