Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS.
Century Communities, Inc.
Condensed Consolidated Balance Sheets
As of September 30, 2023 and December 31, 2022
(in thousands, except share and per share amounts)
September 30,
December 31,
2023
2022
Assets
(unaudited)
(audited)
Cash and cash equivalents
$
193,111
$
296,724
Cash held in escrow
52,488
56,569
Accounts receivable
53,878
52,797
Inventories
3,058,317
2,830,645
Mortgage loans held for sale
162,742
203,558
Prepaid expenses and other assets
345,637
250,535
Property and equipment, net
34,044
31,688
Deferred tax assets, net
18,778
20,856
Goodwill
30,395
30,395
Total assets
$
3,949,390
$
3,773,767
Liabilities and stockholders' equity
Liabilities:
Accounts payable
$
161,054
$
106,926
Accrued expenses and other liabilities
282,283
299,588
Notes payable
1,051,294
1,019,412
Revolving line of credit
—
—
Mortgage repurchase facilities
162,094
197,626
Total liabilities
1,656,725
1,623,552
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, 31,773,033 and 31,772,791 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively
318
318
Additional paid-in capital
582,334
584,803
Retained earnings
1,710,013
1,565,094
Total stockholders' equity
2,292,665
2,150,215
Total liabilities and stockholders' equity
$
3,949,390
$
3,773,767
See Notes to Unaudited Condensed Consolidated Financial Statements
3
Table of Contents
Century Communities, Inc.
Unaudited Condensed Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2023 and 2022
(in thousands, except share and per share amounts)
Three Months Ended September 30,
Nine Months Ended September 30,
2023
2022
2023
2022
Revenues
Homebuilding revenues
Home sales revenues
$
865,065
$
1,118,588
$
2,419,025
$
3,241,537
Land sales and other revenues
722
2,432
3,811
12,872
Total homebuilding revenues
865,787
1,121,020
2,422,836
3,254,409
Financial services revenues
23,636
23,271
63,768
72,373
Total revenues
889,423
1,144,291
2,486,604
3,326,782
Homebuilding cost of revenues
Cost of home sales revenues
( 652,411 )
( 841,665 )
( 1,910,630 )
( 2,365,633 )
Cost of land sales and other revenues
—
( 292 )
( 375 )
( 9,151 )
Total homebuilding cost of revenues
( 652,411 )
( 841,957 )
( 1,911,005 )
( 2,374,784 )
Financial services costs
( 11,432 )
( 13,922 )
( 33,983 )
( 43,262 )
Selling, general and administrative
( 111,918 )
( 110,687 )
( 315,351 )
( 321,484 )
Other income (expense)
( 1,663 )
( 5,651 )
( 1,509 )
( 12,754 )
Income before income tax expense
111,999
172,074
224,756
574,498
Income tax expense
( 28,849 )
( 27,601 )
( 56,850 )
( 128,861 )
Net income
$
83,150
$
144,473
$
167,906
$
445,637
Earnings per share:
Basic
$
2.60
$
4.49
$
5.25
$
13.57
Diluted
$
2.58
$
4.44
$
5.21
$
13.41
Weighted average common shares outstanding:
Basic
31,962,884
32,196,589
31,967,672
32,850,647
Diluted
32,237,022
32,570,335
32,200,677
33,241,764
See Notes to Unaudited Condensed Consolidated Financial Statements
4
Table of Contents
Century Communities, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2023 and 2022
(in thousands)
Nine Months Ended September 30,
2023
2022
Operating activities
Net income
$
167,906
$
445,637
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization
11,019
8,207
Stock-based compensation expense
26,517
14,950
Fair value of mortgage loans held for sale and other
( 2,269 )
12,174
Abandonment of lot option contracts
3,021
7,389
Deferred income taxes
2,078
( 12,634 )
Loss on disposition of assets
1,062
1,504
Changes in assets and liabilities:
Cash held in escrow
4,081
( 31,655 )
Accounts receivable
( 1,081 )
( 24 )
Inventories
( 225,587 )
( 649,038 )
Mortgage loans held for sale
36,343
142,283
Prepaid expenses and other assets
( 21,179 )
( 33,129 )
Accounts payable
54,126
9,374
Accrued expenses and other liabilities
( 23,029 )
17,855
Net cash provided by (used in) operating activities
33,008
( 67,107 )
Investing activities
Purchases of property and equipment
( 14,438 )
( 15,395 )
Expenditures related to development of rental properties
( 59,812 )
( 18,082 )
Other investing activities
( 346 )
( 3,853 )
Net cash used in investing activities
( 74,596 )
( 37,330 )
Financing activities
Borrowings under revolving credit facilities
25,000
968,000
Payments on revolving credit facilities
( 25,000 )
( 803,000 )
Borrowing under construction loan agreements
21,453
—
Proceeds from issuance of insurance premium notes and other
26,511
25,070
Principal payments on insurance premium notes and other
( 17,273 )
( 11,627 )
Net payments for mortgage repurchase facilities
( 35,532 )
( 136,829 )
Withholding of common stock upon vesting of stock-based compensation awards
( 10,672 )
( 12,735 )
Repurchases of common stock under stock repurchase program
( 19,227 )
( 120,646 )
Dividend payments
( 22,074 )
( 19,680 )
Other financing activities
—
2,941
Net cash used in financing activities
( 56,814 )
( 108,506 )
Net decrease
$
( 98,402 )
$
( 212,943 )
Cash and cash equivalents and Restricted cash
Beginning of period
308,492
322,241
End of period
$
210,090
$
109,298
Supplemental cash flow disclosure
Cash paid for income taxes
$
41,358
$
151,079
Cash and cash equivalents and Restricted cash
Cash and cash equivalents
$
193,111
$
98,203
Restricted cash (Note 5)
16,979
11,095
Cash and cash equivalents and Restricted cash
$
210,090
$
109,298
See Notes to Unaudited Condensed Consolidated Financial Statements
5
Table of Contents
Century Communities, Inc.
Unaudited Condensed Consolidated Statements of Stockholders’ Equity
For the Three and Nine Months Ended September 30, 2023 and 2022
(in thousands)
For the Three Months Ended September 30, 2023 and 2022
Common Stock
Shares
Amount
Additional Paid-In Capital
Retained Earnings
Total Stockholders' Equity
Balance at June 30, 2023
32,020
$
320
$
586,856
$
1,634,741
$
2,221,917
Vesting of stock-based compensation awards
1
—
—
—
—
Withholding of common stock upon vesting of stock-based compensation awards
—
—
( 29 )
—
( 29 )
Repurchases of common stock
( 248 )
( 2 )
( 17,256 )
—
( 17,258 )
Stock-based compensation expense
—
12,226
—
12,226
Cash dividends declared and dividend equivalents
—
—
537
( 7,878 )
( 7,341 )
Net income
—
—
—
83,150
83,150
Balance at September 30, 2023
31,773
$
318
$
582,334
$
1,710,013
$
2,292,665
Balance at June 30, 2022
32,273
$
323
$
596,727
$
1,354,114
$
1,951,164
Vesting of stock-based compensation awards
—
—
—
—
—
Withholding of common stock upon vesting of stock-based compensation awards
—
—
—
—
—
Repurchases of common stock
( 501 )
( 5 )
( 22,336 )
( 22,341 )
Stock-based compensation expense
—
—
5,159
—
5,159
Cash dividends declared and dividend equivalents
—
—
147
( 6,602 )
( 6,455 )
Net income
—
—
—
144,473
144,473
Balance at September 30, 2022
31,772
$
318
$
579,697
$
1,491,985
$
2,072,000
For the Nine Months Ended September 30, 2023 and 2022
Common Stock
Shares
Amount
Additional Paid-In Capital
Retained Earnings
Total Stockholders' Equity
Balance at December 31, 2022
31,773
$
318
$
584,803
$
1,565,094
$
2,150,215
Vesting of stock-based compensation awards
448
4
( 4 )
—
—
Withholding of common stock upon vesting of stock-based compensation awards
( 170 )
( 2 )
( 10,670 )
—
( 10,672 )
Repurchases of common stock
( 278 )
( 2 )
( 19,225 )
—
( 19,227 )
Stock-based compensation expense
—
—
26,517
—
26,517
Cash dividends declared and dividend equivalents
—
—
913
( 22,987 )
( 22,074 )
Net income
—
—
—
167,906
167,906
Balance at September 30, 2023
31,773
$
318
$
582,334
$
1,710,013
$
2,292,665
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
( 2,305 )
( 23 )
( 120,623 )
—
( 120,646 )
Stock-based compensation expense
—
—
14,950
—
14,950
Cash dividends declared and dividend equivalents
—
—
297
( 19,977 )
( 19,680 )
Other
—
—
( 34 )
—
( 34 )
Net income
—
—
—
445,637
445,637
Balance at September 30, 2022
31,772
$
318
$
579,697
$
1,491,985
$
2,072,000
See Notes to Unaudited Condensed Consolidated Financial Statements
6
Table of Contents
Century Communities, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2023
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 18 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.
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, currently all located in Colorado. 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, 2022, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 that was filed with the SEC on February 2, 2023.
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.
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.
Reclassifications
Certain prior period amounts have been reclassified to conform to current period presentation.
Recently Issued Accounting Standards
There are no recent accounting standards that are expected to have a material impact on our consolidated financial statements.
2. Reporting Segments
Our homebuilding operations are engaged in the development, design, construction, marketing and sale of single-family attached and detached homes in 18 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
7
Table of Contents
internet, and generally provides no option or upgrade selections. Our Century Complete brand currently has operations in 11 states and 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 (Alabama, Florida, Georgia, North Carolina, South Carolina, and Tennessee)
Century Complete (Alabama, Arizona, Florida, Georgia, Indiana, Kentucky, Louisiana, Michigan, North Carolina, Ohio, South Carolina)
Commencing in the first quarter of 2023, our Century Complete operations in Texas were realigned and are now managed under our Texas segment. Accordingly, we have presented segment information under this new basis as of and for the three and nine months ended September 30, 2023, and we have restated the corresponding segment information for those segments as of December 31, 2022 and for the three and nine months ended September 30, 2022 .
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 our Corporate operations 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, currently all located in Colorado. 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 September 30,
Nine Months Ended September 30,
2023
2022
2023
2022
Revenue:
West
$
167,708
$
255,413
$
436,081
$
811,961
Mountain
207,054
288,620
683,432
852,981
Texas
111,694
132,940
327,844
424,893
Southeast
164,968
196,787
369,414
526,944
Century Complete
214,363
247,260
606,065
637,630
Financial Services
23,636
23,271
63,768
72,373
Corporate
—
—
—
—
Total revenue
$
889,423
$
1,144,291
$
2,486,604
$
3,326,782
Income (loss) before income tax expense:
West
$
31,419
$
51,036
$
54,358
$
200,213
Mountain
25,449
51,058
77,946
159,559
Texas
16,377
20,084
31,502
73,579
Southeast
33,717
38,400
63,675
108,053
Century Complete
30,873
33,939
61,171
91,168
Financial Services
12,204
9,349
29,785
29,111
Corporate
( 38,040 )
( 31,792 )
( 93,681 )
( 87,185 )
Total income before income tax expense
$
111,999
$
172,074
$
224,756
$
574,498
8
Table of Contents
The following table summarizes total assets by segment (in thousands):
September 30,
December 31,
2023
2022
West
$
732,859
$
665,827
Mountain
1,076,810
1,122,892
Texas
573,187
508,862
Southeast
506,659
415,887
Century Complete
401,238
376,131
Financial Services
347,896
372,284
Corporate
310,741
311,884
Total assets
$
3,949,390
$
3,773,767
Corporate assets primarily include certain cash and cash equivalents, capitalized interest, costs associated with development of multi-family rental properties, certain property and equipment, prepaid insurance, and deferred financing costs on our revolving line of credit.
3. Inventories
Inventories included the following (in thousands):
September 30,
December 31,
2023
2022
Homes under construction
$
1,507,186
$
1,213,919
Land and land development
1,477,804
1,554,951
Capitalized interest
73,327
61,775
Total inventories
$
3,058,317
$
2,830,645
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 held for sale and mortgage servicing rights are carried at fair value, with gains and losses from the changes in fair value reflected in financial services revenue on the consolidated statements of operations. Management believes carrying mortgage 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. Net gains and losses from the sale of mortgage loans held for sale, which are recognized based upon the difference between the sales proceeds and carrying value of the related loans upon sale, are also included in financial services revenue on the consolidated statements of operations. Financial services revenue also includes fees earned from originating mortgage loans which are recognized at the time the mortgage loans are funded, including origination fees, discount points to reduce interest rates and fees earned from forward commitment agreements entered into between our homebuilding segments and Financial Services.
As of September 30, 2023 and December 31, 2022, Inspire had mortgage loans held for sale with an aggregate fair value of $ 162.7 million and $ 203.6 million, respectively, and an aggregate outstanding principal balance of $ 165.7 million and $ 202.0 million, respectively. Net losses on the sale of mortgage loans were $ 6.9 million and $ 3.4 million for the three and nine months ended September 30, 2023, respectively, and net gains on the sale of mortgage loans were $ 4.5 million and $ 15.3 million for the three and nine months ended September 30, 2022, respectively. Losses from the change in fair value for mortgage loans held for sale were $ 2.9 million and $ 4.9 million for the three and nine months ended September 30, 2023, respectively, and were $ 8.1 million and $ 16.7 million for the three and nine months ended September 30, 2022, respectively.
Mortgage loans in process for which interest rates were locked by borrowers, or interest rate lock commitments, totaled approximately $ 138.9 million and $ 68.1 million at September 30, 2023 and December 31, 2022, respectively, and carried a weighted average interest rate of approximately 6.0 % and 6.1 %, respectively . Interest rate risks related to these obligations are typically mitigated by the preselling of loans to investors or through our interest rate hedging program. Derivative instruments used to economically hedge our market and interest rate risk are carried at fair value. Derivative instruments typically include interest rate lock commitments and forward commitments on mortgage-backed securities. Changes in fair value of these derivatives as well as any gains or losses upon settlement
9
Table of Contents
are reflected in financial services revenue on our condensed consolidated statements of operations. Refer to Note 12 – 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):
September 30,
December 31,
2023
2022
Prepaid insurance
$
44,234
$
31,716
Lot option and escrow deposits
46,752
48,354
Performance deposits
12,077
12,626
Restricted cash (1)
16,979
11,768
Multi-family rental properties under construction
119,206
56,615
Mortgage loans held for investment at fair value
21,367
18,875
Mortgage loans held for investment at amortized cost
6,927
6,574
Mortgage servicing rights
30,493
24,164
Derivative assets
5,458
1,958
Other assets and prepaid expenses
42,144
37,885
Total prepaid expenses and other assets
$
345,637
$
250,535
(1) Restricted cash consists of restricted cash related to land development, earnest money deposits for home sale contracts held by third parties as required by various jurisdictions, and certain compensating balances associated with our mortgage repurchase facilities and other financing obligations.
6. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities included the following (in thousands):
September 30,
December 31,
2023
2022
Earnest money deposits
$
15,805
$
17,903
Warranty reserve
12,789
13,136
Self-insurance reserve
20,495
16,998
Accrued compensation costs
61,026
80,415
Land development and home construction accruals
118,352
128,483
Accrued interest
13,841
10,670
Derivative liabilities
—
1,526
Other accrued liabilities
39,975
30,457
Total accrued expenses and other liabilities
$
282,283
$
299,588
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 $ 0.5 million and $ 0.1 million during the three months ended September 30, 2023 and 2022, respectively, and we reduced our warranty reserve by $ 1.2 million and $ 0.6 million during the nine months ended September 30, 2023 and 2022, 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 and nine months ended September 30, 2023 and 2022 are detailed in the table below (in thousands) :
Three Months Ended September 30,
Nine Months Ended September 30,
2023
2022
2023
2022
Beginning balance
$
12,984
$
14,127
$
13,136
$
13,343
Warranty expense provisions
2,199
3,498
6,500
7,645
Payments
( 1,874 )
( 2,179 )
( 5,643 )
( 5,046 )
Warranty adjustment
( 520 )
( 110 )
( 1,204 )
( 606 )
Ending balance
$
12,789
$
15,336
$
12,789
$
15,336
10
Table of Contents
8. Self-Insurance Reserve
We maintain general liability insurance coverage, including coverage for certain construction defects after homes have closed and premise operations during construction. These insurance policies protect us against a portion of the risk of loss from claims, subject to certain self-insured per occurrence and aggregate retentions, deductibles, and available policy limits. In circumstances where we have elected to retain a higher portion of the overall risk for construction defect claims in return for a lower initial premium, we reserve for the estimated self-insured retention costs that we will incur that are above our coverage limits or that are not covered by our insurance policies. The reserve is recorded on an undiscounted basis at the time revenue is recognized for each home closing. Amounts accrued, which are included in accrued expenses and other liabilities on the condensed consolidated balance sheets, are based on third party actuarial analyses that are primarily based on industry data and partially on our historical claims, which include estimates of claims incurred but not yet reported. Adjustments to estimated reserves are recorded in the period in which the change in estimate occurs. Our self-insurance liability is presented on a gross basis without consideration of insurance recoveries and amounts we have paid on behalf of and expect to recover from other parties, if any. Estimates of insurance recoveries and amounts we have paid on behalf of and expect to recover from other parties, if any, are recorded as receivables when such recoveries are considered probable. Based on our third-party actuarial analysis, we reduced our self-insurance reserve by $ 3.4 million during the three and nine months ended September 30, 2023, and we increased our self-insurance reserve by $ 0.9 million during the three and nine months ended September 30, 2022. Any adjustments are included in cost of home sales revenues on our condensed consolidated statements of operations.
Changes in our self-insurance reserve for incurred but not reported construction defect claims for the three and nine months ended September 30, 2023 and 2022 are detailed in the table below (in thousands) :
Three Months Ended September 30,
Nine Months Ended September 30,
2023
2022
2023
2022
Beginning balance
$
21,477
$
10,153
$
16,998
$
5,103
Self-insurance expense provisions
2,470
2,861
7,029
7,911
Payments
( 16 )
—
( 96 )
—
Self-insurance adjustment
( 3,436 )
850
( 3,436 )
850
Ending balance
$
20,495
$
13,864
$
20,495
$
13,864
9. Debt
Our outstanding debt obligations included the following as of September 30, 2023 and December 31, 2022 (in thousands):
September 30,
December 31,
2023
2022
3.875 % senior notes, due August 2029 (1)
$
495,463
$
494,884
6.750 % senior notes, due June 2027 (1)
497,006
496,394
Other financing obligations (2)
58,825
28,134
Notes payable
1,051,294
1,019,412
Revolving line of credit
—
—
Mortgage repurchase facilities
162,094
197,626
Total debt
$
1,213,388
$
1,217,038
(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 September 30, 2023, other financing obligations included $ 30.0 million related to insurance premium notes and certain secured borrowings, as well as $ 28.8 million outstanding under construction loan agreements. As of December 31, 2022, other financing obligations included $ 20.7 million related to insurance premium notes and certain secured borrowings, as well as $ 7.4 million outstanding under construction loan agreements.
Construction Loan Agreements
Certain wholly owned subsidiaries of Century Living, LLC, are parties to construction loan agreements entered into during 2022 and the first quarter of 2023 with various banks, (which we collectively refer to as “the lenders”). The three construction loan agreements collectively provide that we may borrow up to an aggregate of $ 187.6 million from the lenders for purposes of construction of multi-family projects in Colorado, with advances made by the lenders upon the satisfaction of certain conditions. Borrowings under the construction loan agreements bear interest at various rates, including a fixed rate, and floating interest rates per annum equal to the Secured Overnight Financing Rate (which we refer to as “SOFR”) and the Bloomberg Short-term Bank Yield Index, plus an applicable
11
Table of Contents
margin. The outstanding principal balances and all accrued and unpaid interest is due on varying maturity dates through March 17, 2028 , with certain of the construction loan agreements allowing for the option to extend the maturity dates for a period of 12 months if certain conditions are satisfied. The construction loan agreements contain 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. Interest on our construction loan agreements is capitalized to the multi-family properties assets included in prepaid expenses and other assets on the condensed consolidated balance sheets while the related multi-family rental properties are being actively developed .
As of September 30, 2023, $ 28.8 million was outstanding under the construction loan agreements, with borrowings that bore a weighted average interest rate of 7.2 % during the nine months ended September 30, 2023, and we were in compliance with all covenants thereunder.
Revolving Line of Credit
In 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 “revolving line of credit”) of up to $ 800.0 million, and unless terminated earlier, will mature on April 30, 2026 . The revolving line of credit 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 revolving line of credit by an amount not exceeding $ 200.0 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. On December 21, 2022, we entered into a First Modification Agreement with Texas Capital Bank (formerly known as Texas Capital Bank, National Association), as Administrative Agent, amending the Second A&R Credit Agreement pursuant to which, effective January 3, 2023, all existing borrowings using an interest rate based on a LIBOR reference rate had the interest rate replaced with one based on an adjusted term SOFR reference rate, which equals the greater of (i) 0.50 % or (ii) the one-month quotation of the secured overnight financing rate administered by the Federal Reserve Bank of New York, plus 0.10 %.
As of September 30, 2023 and December 31, 2022, no amounts were outstanding under the revolving line of credit, respectively, and we were in compliance with all covenants under the Second A&R Credit Agreement.
Mortgage Repurchase Facilities – Financial Services
Inspire is a party to a mortgage warehouse facility with J.P. Morgan, which provides Inspire with uncommitted repurchase facilities of up to an aggregate of $ 200.0 million as of September 30, 2023, secured by the mortgage loans financed thereunder, and a maturity date through January 19, 2024 . During the three months ended September 30, 2023, we terminated our mortgage warehouse facility agreement with Comerica, which provided uncommitted repurchase facilities of up to an aggregate of $ 75.0 million , with outstanding principal and interest due on December 29, 2023. The repurchase facilities bore a weighted average interest rate of 6.80 % during the nine months ended September 30, 2023.
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 September 30, 2023 and December 31, 2022, we had $ 162.1 million and $ 197.6 million outstanding under the repurchase facilities, respectively, and were in compliance with all covenants thereunder.
10. Interest on Senior Notes and Revolving Line of Credit
Interest on our senior notes and revolving line of credit, if applicable, 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 nine months ended September 30, 2023 and 2022, we capitalized all interest costs incurred on these facilities during these periods.
12
Table of Contents
Our interest costs were as follows (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2023
2022
2023
2022
Interest capitalized beginning of period
$
69,745
$
57,124
$
61,775
$
53,379
Interest capitalized during period
14,234
17,281
42,281
46,645
Less: capitalized interest in cost of sales
( 10,652 )
( 13,726 )
( 30,729 )
( 39,345 )
Interest capitalized end of period
$
73,327
$
60,679
$
73,327
$
60,679
11 . 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 2023 estimated annual effective tax rate, before discrete items of 26.4 %, 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 offset by estimated federal energy home credits for current year home deliveries, which combined resulted in a net increase of 1.6 %.
For the nine months ended September 30, 2023, our estimated annual rate of 26.4 % was benefitted by discrete items which had a net impact of decreasing our rate by 1.1 %, including federal energy home tax credits claimed for prior year home deliveries in excess of previous estimates and the impact of excess tax benefits for vested stock-based compensation.
For the three months ended September 30, 2023 and 2022, we recorded income tax expense of $ 28.8 million and $ 27.6 million, respectively . For the nine months ended September 30, 2023 and 2022, we recorded income tax expense of $ 56.9 million and $ 128.9 million, respectively.
12. 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 associated with interest rate lock commitments and investor commitments on loans and may also be associated with forward mortgage-backed securities contracts. Derivative liabilities are associated with forward mortgage-backed securities contracts. 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.
13
Table of Contents
The following outlines the Company’s assets and liabilities measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022, respectively (in thousands):
September 30,
December 31,
Balance Sheet Classification
Hierarchy
2023
2022
Mortgage loans held for sale
Mortgage loans held for sale
Level 2
$
162,742
$
203,558
Mortgage loans held for investment at fair value (1)
Prepaid expenses and other assets
Level 3
$
21,367
$
18,875
Derivative assets
Prepaid expenses and other assets
Level 2
$
5,458
$
1,958
Mortgage servicing rights (2)
Prepaid expenses and other assets
Level 3
$
30,493
$
24,164
Derivative liabilities
Accrued expenses and other liabilities
Level 2
$
—
$
1,526
(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 9.0 %, 10.2 %, and $ 0.071 per year per loan, respectively, as of September 30, 2023, and 7.6 %, 9.0 %, and $ 0.072 per year per loan, respectively, as of December 31, 2022. 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 our condensed consolidated statements of operations (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
Mortgage servicing rights
2023
2022
2023
2022
Beginning of period
$
26,631
$
20,196
$
24,164
$
13,701
Originations
3,017
1,232
5,121
6,605
Settlements
( 428 )
( 166 )
( 989 )
( 701 )
Changes in fair value
1,273
532
2,197
2,189
End of period
$
30,493
$
21,794
$
30,493
$
21,794
Three Months Ended September 30,
Nine Months Ended September 30,
Mortgage loans held-for-investment at fair value
2023
2022
2023
2022
Beginning of period
$
20,559
$
14,509
$
18,875
$
10,631
Transfers from loans held for sale
1,268
1,904
4,432
7,046
Settlements
( 316 )
—
( 997 )
( 1,121 )
Reduction in unpaid principal balance
( 120 )
( 89 )
( 753 )
( 213 )
Changes in fair value
( 24 )
( 39 )
( 190 )
( 58 )
End of period
$
21,367
$
16,285
$
21,367
$
16,285
14
Table of Contents
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 September 30, 2023 and December 31, 2022, respectively (in thousands).
September 30, 2023
December 31, 2022
Hierarchy
Carrying
Fair Value
Carrying
Fair Value
Cash and cash equivalents
Level 1
$
193,111
$
193,111
$
296,724
$
296,724
3.875 % senior notes (1)(2)
Level 2
$
495,463
$
412,500
$
494,884
$
395,000
6.750 % senior notes (1)(2)
Level 2
$
497,006
$
490,000
$
496,394
$
477,500
Revolving line of credit (3)
Level 2
$
—
$
—
$
—
$
—
Other financing obligations (3)(4)
Level 3
$
58,825
$
58,825
$
28,134
$
28,134
Mortgage repurchase facilities (3)
Level 2
$
162,094
$
162,094
$
197,626
$
197,626
(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 September 30, 2023, these amounts totaled $ 4.5 million and $ 3.0 million for the 3.875 % senior notes and 6.750 % senior notes, respectively. As of December 31, 2022, these amounts totaled $ 5.1 million and $ 3.6 million for the 3.875 % senior notes and 6.750 % senior notes, respectively.
(3) Carrying amount approximates fair value due to short-term nature and/or interest rate terms.
(4) During the period ended September 30, 2023, other financing obligations included $ 30.0 million related to insurance premium notes and certain secured borrowings that generally bore interest rates ranging from 2.40 % to 7.70 %, and $ 28.8 million related to outstanding borrowings on the construction loan agreements that bore a weighted average interest rate of 7.2 %. During the period ended December 31, 2022, other financing obligations included $ 20.7 million related to insurance premium notes and certain secured borrowings that generally bore interest rates ranging from 2.40 % to 5.84 %, and $ 7.4 million related to outstanding borrowings on the construction loan agreements that bore a weighted average interest rate of 5.6 %.
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 nine months ended September 30, 2023 and 2022. 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.
13. Stock-Based Compensation
During the nine months ended September 30, 2023 and 2022, 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 $ 62.68 and $ 63.26 per share, respectively, that primarily vest over a three year period. During the nine months ended September 30, 2023 and 2022, we granted 11.0 thousand and 11.0 thousand shares of common stock, respectively, on an unrestricted basis (which we refer to as “stock awards”) with a grant date fair value of $ 65.77 and $ 54.46 per share, respectively, to our non-employee directors.
During the nine months ended September 30, 2023 and 2022, we granted performance share units (which we refer to as “PSUs”) covering up to 0.5 million and 0.5 million shares of common stock, respectively, assuming maximum level of performance, with a grant date fair value of $ 60.05 and $ 55.93 per share, respectively, that are subject to both service and performance vesting conditions. The quantity of shares that will ultimately vest and be issued for the PSUs ranges from 0 % to up to 250 % of a targeted number of shares dependent upon the participant and will be determined based on an achievement of a three year adjusted pre-tax income performance goal. During the nine months ended September 30, 2023 and 2022, 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 1.1 million shares will vest from 2024 to 2026 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 PSUs, assuming the current estimated level of performance achievement, and RSUs are as follows (in thousands, except years):
As of September 30, 2023
Unvested units
1,357
Unrecognized compensation cost
$
41,092
Weighted-average years to recognize compensation cost
1.91
During the three months ended September 30, 2023 and 2022, we recognized stock-based compensation expense of $ 12.2 million and $ 5.2 million, respectively. During the nine months ended September 30, 2023 and 2022, we recognized stock-based compensation expense of $ 26.5 million and $ 15.0 million, respectively. Stock-based compensation expense is included in selling, general, and administrative expense on our condensed consolidated statements of operations.
15
Table of Contents
D uring the three and nine months ended September 30, 2023, in accordance with ASC 718, Compensation—Stock Compensation we updated our recognition of stock-based compensation expense associated with previously granted PSU awards to reflect probable financial results as they relate to the performance goals of the awards. Accordingly, our estimate of the number of shares which will ultimately vest under our PSU awards increased by 0.4 million shares during the three months ended September 30, 2023 and 0.4 million shares during the nine months ended September 30, 2023. We recorded a cumulative catch-up adjustment to increase stock-based compensation expense of $ 7.4 million ($ 5.5 million net of tax), or $ 0.17 per share (basic and diluted), for the three months ended September 30, 2023, and $ 10.8 million ($ 8.0 million net of tax), or $ 0.25 per share (basic and diluted), for the nine months ended September 30, 2023.
14. Stockholders’ Equity
The Company’s 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 September 30, 2023 and December 31, 2022, there were 31.8 million and 31.8 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 nine months ended September 30, 2023 and 2022, we issued 0.4 million and 0.5 million shares of common stock, respectively, related to the vesting and settlement of RSUs and PSUs. As of September 30, 2023, approximately 2.5 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 nine months ended September 30, 2023 and 2022, respectively (in thousands, except per share information):
Nine Months Ended September 30, 2023
Cash Dividends Declared and Paid
Declaration Date
Record Date
Paid Date
Per Share
Amount
February 8, 2023
March 1, 2023
March 15, 2023
$
0.23
$
7,365
May 17, 2023
May 31, 2023
June 14, 2023
$
0.23
$
7,368
August 16, 2023
August 30, 2023
September 13, 2023
$
0.23
$
7,341
Nine Months Ended September 30, 2022
Cash Dividends Declared and Paid
Declaration Date
Record Date
Paid 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
August 17, 2022
August 31, 2022
September 14, 2022
$
0.20
$
6,455
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.
We are party to a Distribution Agreement with J.P. Morgan Securities LLC, BofA Securities, Inc., Wells Fargo Securities, LLC, 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. 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. We did no t sell or issue any shares of our common stock during the three and nine months ended September 30, 2023 and 2022, and as of September 30, 2023, all $ 100.0 million remained available for sale.
We authorized a stock repurchase program in 2018, under which we may repurchase up to 4.5 million shares of our outstanding common stock. During the three and nine months ended September 30, 2023, an aggregate of 247.8 thousand and 278.2 thousand shares,
16
Table of Contents
respectively, were repurchased for a total purchase price of approximately $ 17.3 million and $ 19.2 million, respectively, and a weighted average price of $ 69.61 and $ 69.09 per share, respectively. During the three and nine months ended September 30, 2022, an aggregate of 0.5 million and 2.3 million shares, respectively, were repurchased for a total purchase price of approximately $ 22.3 million and $ 120.6 million, respectively, and a weighted average price of $ 44.58 and $ 52.32 per share, respectively. The maximum number of shares available to be repurchased under the stock repurchase program as of September 30, 2023 was 1,230,010 shares.
During the nine months ended September 30, 2023 and 2022, shares of common stock at a total cost of $ 10.7 million and $ 12.7 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.
15. 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 nine months ended September 30, 2023 and 2022 (in thousands, except share and per share information):
Three Months Ended September 30,
Nine Months Ended September 30,
2023
2022
2023
2022
Numerator
Net income
$
83,150
$
144,473
$
167,906
$
445,637
Denominator
Weighted average common shares outstanding - basic
31,962,884
32,196,589
31,967,672
32,850,647
Dilutive effect of stock-based compensation awards
274,138
373,746
233,005
391,117
Weighted average common shares outstanding - diluted
32,237,022
32,570,335
32,200,677
33,241,764
Earnings per share:
Basic
$
2.60
$
4.49
$
5.25
$
13.57
Diluted
$
2.58
$
4.44
$
5.21
$
13.41
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 0.9 million and 0.5 million common stock unit equivalents from diluted earnings per share during the three months ended September 30, 2023 and 2022, respectively, and we excluded 0.8 million and 0.5 million common stock unit equivalents from diluted earnings per share during the nine months ended September 30, 2023 and 2022, respectively, related to the PSUs for which performance conditions remained unsatisfied .
16. 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 September 30, 2023 and December 31, 2022, we had $ 513.9 million and $ 574.8 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.
17
Table of Contents
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.