Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS.
Century Communities, Inc.
Condensed Consolidated Balance Sheets
As of March 31, 2024 and December 31, 2023
(in thousands, except share and per share amounts)
March 31,
December 31,
2024
2023
Assets
(unaudited)
(audited)
Cash and cash equivalents
$
122,840
$
226,150
Cash held in escrow
84,776
101,845
Accounts receivable
65,995
76,213
Inventories
3,107,133
3,016,641
Mortgage loans held for sale
217,702
251,852
Prepaid expenses and other assets
388,801
350,193
Property and equipment, net
74,647
69,075
Deferred tax assets, net
17,601
16,998
Goodwill
32,082
30,395
Total assets
$
4,111,577
$
4,139,362
Liabilities and stockholders' equity
Liabilities:
Accounts payable
$
135,784
$
147,265
Accrued expenses and other liabilities
274,308
303,392
Notes payable
1,069,762
1,062,471
Revolving line of credit
—
—
Mortgage repurchase facilities
212,447
239,298
Total liabilities
1,692,301
1,752,426
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, 31,790,585 and 31,774,615 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively
318
318
Additional paid-in capital
569,581
592,989
Retained earnings
1,849,377
1,793,629
Total stockholders' equity
2,419,276
2,386,936
Total liabilities and stockholders' equity
$
4,111,577
$
4,139,362
See Notes to Unaudited Condensed Consolidated Financial Statements
3
Table of Contents
Century Communities, Inc.
Unaudited Condensed Consolidated Statements of Operations
For the Three Months Ended March 31, 2024 and 2023
(in thousands, except share and per share amounts)
Three Months Ended March 31,
2024
2023
Revenues
Homebuilding revenues
Home sales revenues
$
922,402
$
735,600
Land sales and other revenues
1,216
1,535
Total homebuilding revenues
923,618
737,135
Financial services revenues
24,925
15,855
Total revenues
948,543
752,990
Homebuilding cost of revenues
Cost of home sales revenues
( 725,570 )
( 601,385 )
Cost of land sales and other revenues
( 37 )
—
Total homebuilding cost of revenues
( 725,607 )
( 601,385 )
Financial services costs
( 14,877 )
( 10,781 )
Selling, general and administrative
( 114,109 )
( 98,313 )
Other income (expense)
( 9,630 )
1,498
Income before income tax expense
84,320
44,009
Income tax expense
( 19,988 )
( 10,698 )
Net income
$
64,332
$
33,311
Earnings per share:
Basic
$
2.02
$
1.04
Diluted
$
2.00
$
1.04
Weighted average common shares outstanding:
Basic
31,808,959
31,914,414
Diluted
32,238,808
32,117,082
See Notes to Unaudited Condensed Consolidated Financial Statements
4
Table of Contents
Century Communities, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2024 and 2023
(in thousands)
Three Months Ended March 31,
2024
2023
Operating activities
Net income
$
64,332
$
33,311
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
5,475
3,292
Stock-based compensation expense
2,796
5,360
Fair value of mortgage loans held for sale and other
( 2,443 )
205
Impairment on other investment
7,722
—
Purchase price accounting for acquired work in process inventory
1,581
—
Abandonment of lot option contracts
762
638
Deferred income taxes
( 603 )
( 83 )
Loss on disposition of assets
274
198
Changes in assets and liabilities:
Cash held in escrow
17,069
43,878
Accounts receivable
10,823
10
Inventories
( 68,001 )
90,152
Mortgage loans held for sale
29,118
48,241
Prepaid expenses and other assets
( 7,050 )
8,247
Accounts payable
( 11,592 )
( 401 )
Accrued expenses and other liabilities
( 28,671 )
( 41,714 )
Net cash provided by operating activities
21,592
191,334
Investing activities
Purchases of property and equipment
( 5,922 )
( 4,820 )
Expenditures related to development of rental properties
( 25,950 )
( 16,268 )
Business combination and other investing activities
( 32,716 )
152
Net cash used in investing activities
( 64,588 )
( 20,936 )
Financing activities
Borrowings under revolving credit facilities
211,000
—
Payments on revolving credit facilities
( 211,000 )
—
Borrowing under construction loan agreements
15,972
7,137
Proceeds from issuance of insurance premium notes and other
11,166
3,032
Principal payments on insurance premium notes and other
( 20,245 )
( 3,364 )
Net proceeds (payments) for mortgage repurchase facilities
( 26,851 )
( 47,842 )
Withholding of common stock upon vesting of stock-based compensation awards
( 10,415 )
( 9,880 )
Repurchases of common stock under stock repurchase program
( 16,109 )
—
Dividend payments
( 8,264 )
( 7,365 )
Other financing activities
—
—
Net cash used in financing activities
( 54,746 )
( 58,282 )
Net increase (decrease)
$
( 97,742 )
$
112,116
Cash and cash equivalents and Restricted cash
Beginning of period
242,003
308,492
End of period
$
144,261
$
420,608
Supplemental cash flow disclosure
Cash paid for income taxes
$
—
$
—
Cash and cash equivalents and Restricted cash
Cash and cash equivalents
$
122,840
$
405,722
Restricted cash (Note 5)
21,421
14,886
Cash and cash equivalents and Restricted cash
$
144,261
$
420,608
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 Months Ended March 31, 2024 and 2023
(in thousands)
Common Stock
Shares
Amount
Additional Paid-In Capital
Retained Earnings
Total Stockholders' Equity
Balance at December 31, 2023
31,775
$
318
$
592,989
$
1,793,629
$
2,386,936
Vesting of stock-based compensation awards
323
3
( 3 )
—
—
Withholding of common stock upon vesting of stock-based compensation awards
( 120 )
( 1 )
( 10,414 )
—
( 10,415 )
Repurchases of common stock
( 187 )
( 2 )
( 16,107 )
—
( 16,109 )
Stock-based compensation expense
—
—
2,796
—
2,796
Cash dividends declared and dividend equivalents
—
—
320
( 8,584 )
( 8,264 )
Net income
—
—
—
64,332
64,332
Balance at March 31, 2024
31,791
$
318
$
569,581
$
1,849,377
$
2,419,276
Balance at December 31, 2022
31,773
$
318
$
584,803
$
1,565,094
$
2,150,215
Vesting of stock-based compensation awards
412
4
( 4 )
—
—
Withholding of common stock upon vesting of stock-based compensation awards
( 159 )
( 2 )
( 9,878 )
—
( 9,880 )
Stock-based compensation expense
—
—
5,360
—
5,360
Cash dividends declared and dividend equivalents
—
—
208
( 7,573 )
( 7,365 )
Net income
—
—
—
33,311
33,311
Balance at March 31, 2023
32,026
$
320
$
580,489
$
1,590,832
$
2,171,641
See Notes to Unaudited Condensed Consolidated Financial Statements
6
Table of Contents
Century Communities, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2024
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 entitle and develop the underlying land. We build and sell homes under our Century Communities and Century Complete brands. Our Century Communities brand has an emphasis on serving the entry-level homebuilding market but offers a wide range of buyer profiles including: entry-level, first and second time move-up, and lifestyle homebuyers, and provides our homebuyers with the ability to personalize their homes through certain option and upgrade opportunities. Our Century Complete brand targets entry-level homebuyers, primarily sells homes through retail studios and the internet, and generally provides no option or upgrade opportunities.
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, IHL Home Insurance Agency, LLC, and IHL Escrow Inc., which provide mortgage, title, insurance and escrow 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, 2023, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 that was filed with the SEC on February 5, 2024.
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.
Business Acquisition
On January 22, 2024, we closed on the acquisition of substantially all the assets of Landmark Homes of Tennessee, Inc. (“Landmark”), a homebuilder with operations, including six active communities, in Nashville, Tennessee, for approximately $ 33.4 million in cash, inclusive of customary holdbacks.
Recently Issued Accounting Standards
In December 2023, the Financial Accounting Standards Board (which we refer to as “FASB”) issued Accounting Standards Update (which we refer to as “ASU”) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires more disaggregated income tax disclosures, including additional information in the rate reconciliation and additional disclosures about income taxes paid. ASU 2023-09 will become effective for us for the fiscal year ending December 31, 2025. Early adoption is permitted, and guidance should be applied prospectively, with an option to apply guidance retrospectively. We are currently evaluating the impact of the adoption of ASU 2023-09 on our consolidated financial statements and related disclosures.
7
Table of Contents
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (which we refer to as “CODM”) and included within each reported measure of segment profit or loss. The guidance also expands disclosure requirements for interim periods, as well as requires disclosure of other segment items, including the title and position of the entity’s CODM . ASU 2023-07 will become effective for us for the fiscal year ending December 31, 2024, and for interim periods starting in our first quarter of 2025 . Early adoption is permitted, and guidance is required to be applied retrospectively. We are currently evaluating the impact of the adoption of ASU 2023-07 on our consolidated financial statements and related disclosures.
2. Reporting Segments
Our homebuilding operations are engaged in the development, design, construction, marketing and sale of single-family attached and detached homes in 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 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)
We have identified our Financial Services operations, which provide mortgage, title, insurance and escrow 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.
8
Table of Contents
The following table summarizes total revenue and income (loss) before income tax expense by segment (in thousands ):
Three Months Ended March 31,
2024
2023
Revenue:
West
$
172,648
$
129,081
Mountain
254,279
246,275
Texas
131,273
89,532
Southeast
161,658
87,126
Century Complete
203,760
185,121
Financial Services
24,925
15,855
Corporate
—
—
Total revenue
$
948,543
$
752,990
Income (loss) before income tax expense:
West
$
26,707
$
7,973
Mountain
27,808
27,808
Texas
13,872
3,673
Southeast
20,796
11,966
Century Complete
21,101
13,950
Financial Services
10,048
5,074
Corporate
( 36,012 )
( 26,435 )
Total income before income tax expense
$
84,320
$
44,009
The following table summarizes total assets by segment (in thousands):
March 31,
December 31,
2024
2023
West
$
787,198
$
786,489
Mountain
1,050,830
1,051,052
Texas
617,785
577,129
Southeast
542,895
503,249
Century Complete
417,352
386,444
Financial Services
397,700
450,208
Corporate
297,817
384,791
Total assets
$
4,111,577
$
4,139,362
Corporate assets primarily include costs associated with development of multi-family rental properties, certain cash and cash equivalents, certain property and equipment, deferred tax assets, certain receivables, and prepaid insurance.
3. Inventories
Inventories included the following (in thousands):
March 31,
December 31,
2024
2023
Homes under construction
$
1,386,300
$
1,334,584
Land and land development
1,645,661
1,609,459
Capitalized interest
75,172
72,598
Total inventories
$
3,107,133
$
3,016,641
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.
9
Table of Contents
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, which include origination fees and discount points to reduce interest rates based on commitment agreements entered into between our homebuilding and Financial Services segments.
As of March 31, 2024 and December 31, 2023, Inspire had mortgage loans held for sale with an aggregate fair value of $ 217.7 million and $ 251.9 million, respectively, and an aggregate outstanding principal balance of $ 218.6 million and $ 247.7 million, respectively. Net gains on the sale of mortgage loans were $ 2.0 million and $ 1.8 million for the three months ended March 31, 2024 and 2023, respectively. The loss from the change in fair value for mortgage loans held for sale was $ 5.0 million for the three months ended March 31, 2024, and was nominal for the three months ended March 31, 2023.
Mortgage loans in process for which interest rates were locked by borrowers, or interest rate lock commitments, totaled approximately $ 147.1 million and $ 49.6 million at March 31, 2024 and December 31, 2023, respectively, and carried a weighted average interest rate of approximately 5.5 % and 5.8 %, respectively . Interest rate risks related to these obligations are typically mitigated through our interest rate hedging program or by the preselling of loans to investors. 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 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):
March 31,
December 31,
2024
2023
Prepaid insurance
$
36,824
$
37,624
Lot option and escrow deposits
64,117
51,369
Performance deposits
8,734
10,170
Restricted cash (1)
21,421
15,853
Multi-family rental properties under construction
160,213
136,300
Mortgage loans held for investment at fair value
21,620
21,041
Mortgage loans held for investment at amortized cost
6,778
6,826
Mortgage servicing rights
32,734
30,932
Derivative assets
3,790
1,618
Other assets and prepaid expenses
32,570
38,460
Total prepaid expenses and other assets
$
388,801
$
350,193
(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.
10
Table of Contents
6. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities included the following (in thousands):
March 31,
December 31,
2024
2023
Earnest money deposits
$
14,402
$
7,933
Warranty reserve
11,212
11,524
Self-insurance reserve
25,652
23,659
Accrued compensation costs
33,657
80,133
Land development and home construction accruals
121,314
120,224
Accrued interest
14,324
10,404
Income taxes payable
8,464
—
Derivative liabilities
979
5,291
Other accrued liabilities
44,304
44,224
Total accrued expenses and other liabilities
$
274,308
$
303,392
7. Warranties
Estimated future direct warranty costs are accrued and charged to cost of home sales revenues in the period when the related home sales revenues are recognized. Amounts accrued, which are included in accrued expenses and other liabilities on the condensed consolidated balance sheets, are based upon historical experience rates. We subsequently assess the adequacy of our warranty accrual on a quarterly basis through a model that incorporates historical payment trends and adjust the amounts recorded, if necessary. Based on warranty payment trends relative to our estimates at the time of home closing, we reduced our warranty reserve by $ 1.3 million and $ 0.5 million during the three months ended March 31, 2024 and 2023, respectively. These adjustments are included in cost of home sales revenues on our condensed consolidated statements of operations. Changes in our warranty accrual for the three months ended March 31, 2024 and 2023 are detailed in the table below (in thousands) :
Three Months Ended March 31,
2024
2023
Beginning balance
$
11,524
$
13,136
Warranty expense provisions
2,670
1,829
Payments
( 1,691 )
( 2,176 )
Warranty adjustment
( 1,291 )
( 458 )
Ending balance
$
11,212
$
12,331
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. During the three months ended March 31, 2024 and 2023, we recorded no change to our self-insurance reserve. Any adjustments are included in cost of home sales revenues on our condensed consolidated statements of operations.
11
Table of Contents
Changes in our self-insurance reserve for incurred but not reported construction defect claims for the three months ended March 31, 2024 and 2023 are detailed in the table below (in thousands) :
Three Months Ended March 31,
2024
2023
Beginning balance
$
23,659
$
16,998
Self-insurance expense provisions
2,511
2,115
Payments
( 518 )
( 37 )
Self-insurance adjustment
—
—
Ending balance
$
25,652
$
19,076
9. Debt
Our outstanding debt obligations included the following as of March 31, 2024 and December 31, 2023 (in thousands):
March 31,
December 31,
2024
2023
3.875 % senior notes, due August 2029 (1)
$
495,849
$
495,656
6.750 % senior notes, due June 2027 (1)
497,414
497,210
Other financing obligations (2)
76,499
69,605
Notes payable
1,069,762
1,062,471
Revolving line of credit
—
—
Mortgage repurchase facilities
212,447
239,298
Total debt
$
1,282,209
$
1,301,769
(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 March 31, 2024, other financing obligations included $ 15.6 million related to insurance premium notes and certain secured borrowings, as well as $ 60.9 million outstanding under construction loan agreements. As of December 31, 2023, other financing obligations included $ 24.7 million related to insurance premium notes and certain secured borrowings, as well as $ 44.9 million outstanding under construction loan agreements.
Construction Loan Agreements
Certain wholly owned subsidiaries of Century Living, LLC, are parties to construction loan agreements with various banks, (which we collectively refer to as “the lenders”). These 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 margin. The outstanding principal balances and all accrued and unpaid interest is due on varying maturity dates from March 17, 2026 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 March 31, 2024 and December 31, 2023, $ 60.9 million and $ 44.9 million was outstanding under the construction loan agreements respectively, with borrowings that bore a weighted average interest rate of 7.5 % and 7.4 % during the three months ended March 31, 2024 and during the year ended December 31, 2023, respectively, 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, we are entitled to request an increase in the size of the revolving line of credit by an amount not
12
Table of Contents
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. Borrowings under the Second A&R Credit Agreement are 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 March 31, 2024 and December 31, 2023, 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 party to mortgage warehouse facilities with J.P. Morgan Chase Bank, N.A., Texas Capital Bank, and U.S. Bank National Association, which provide Inspire with uncommitted repurchase facilities of up to an aggregate of $ 450.0 million as of March 31, 2024, secured by the mortgage loans financed thereunder. The repurchase facilities have varying short term maturity dates through March 21, 2025 . Borrowings under the mortgage repurchase facilities bear interest at variable interest rates per annum equal to SOFR plus an applicable margin, and bore a weighted average interest rate of 7.2 % during the year ended March 31, 2024.
Amounts outstanding under the repurchase facilities are not guaranteed by us or any of our subsidiaries, and the agreements contain various affirmative and negative covenants applicable to Inspire that are customary for arrangements of this type. As of March 31, 2024 and December 31, 2023, we had $ 212.4 million and $ 239.3 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 months ended March 31, 2024 and 2023, we capitalized all interest costs incurred on these facilities during these periods.
Our interest costs were as follows (in thousands):
Three Months Ended March 31,
2024
2023
Interest capitalized beginning of period
$
72,598
$
61,775
Interest capitalized during period
14,607
14,016
Less: capitalized interest in cost of sales
( 12,033 )
( 9,807 )
Interest capitalized end of period
$
75,172
$
65,984
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 2024 estimated annual effective tax rate, before discrete items of 25.0 %, is driven by our blended federal and state statutory rate of 24.7 %, and certain permanent differences between GAAP and tax, including disallowed deductions for executive compensation offset by estimated federal energy home credits for current year home deliveries, which combined resulted in a net increase of 0.3 %.
For the three months ended March 31, 2024, our estimated annual rate of 25.0 % was benefitted by discrete items which had a net impact of decreasing our rate by 1.3 %, including the impact of excess tax benefits for vested stock-based compensation.
For the three months ended March 31, 2024 and 2023, we recorded income tax expense of $ 20.0 million and $ 10.7 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.
13
Table of Contents
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.
The following outlines the Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023, respectively (in thousands):
March 31,
December 31,
Balance Sheet Classification
Hierarchy
2024
2023
Mortgage loans held for sale
Mortgage loans held for sale
Level 2
$
217,702
$
251,852
Mortgage loans held for investment at fair value (1)
Prepaid expenses and other assets
Level 3
$
21,620
$
21,041
Derivative assets
Prepaid expenses and other assets
Level 2
$
3,790
$
1,618
Mortgage servicing rights (2)
Prepaid expenses and other assets
Level 3
$
32,734
$
30,932
Derivative liabilities
Accrued expenses and other liabilities
Level 2
$
979
$
5,291
(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 8.7 %, 10.3 %, and $ 0.072 per year per loan, respectively, as of March 31, 2024, and 8.6 %, 10.3 %, and $ 0.072 per year per loan, respectively, as of December 31, 2023. 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.
14
Table of Contents
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 March 31,
Mortgage servicing rights
2024
2023
Beginning of period
$
30,932
$
24,164
Originations
1,234
1,045
Settlements
( 562 )
( 151 )
Changes in fair value
1,130
( 1,157 )
End of period
$
32,734
$
23,901
Three Months Ended March 31,
Mortgage loans held-for-investment at fair value
2024
2023
Beginning of period
$
21,041
$
18,875
Transfers from loans held for sale
1,149
1,434
Settlements
( 314 )
—
Reduction in unpaid principal balance
( 117 )
( 104 )
Changes in fair value
( 139 )
( 127 )
End of period
$
21,620
$
20,078
For the financial assets and liabilities that the Company does not reflect at fair value, the following present both their respective carrying value and fair value at March 31, 2024 and December 31, 2023, respectively (in thousands).
March 31, 2024
December 31, 2023
Hierarchy
Carrying
Fair Value
Carrying
Fair Value
Cash and cash equivalents
Level 1
$
122,840
$
122,840
$
226,150
$
226,150
3.875 % senior notes (1)(2)
Level 2
$
495,849
$
444,375
$
495,656
$
436,875
6.750 % senior notes (1)(2)
Level 2
$
497,414
$
501,250
$
497,210
$
500,000
Revolving line of credit (3)
Level 2
$
—
$
—
$
—
$
—
Other financing obligations (3)(4)
Level 3
$
76,499
$
76,499
$
69,605
$
69,605
Mortgage repurchase facilities (3)
Level 2
$
212,447
$
212,447
$
239,298
$
239,298
(1) Estimated fair value of the senior notes is based on recent trading activity in inactive markets.
(2) Carrying amounts include any associated unamortized deferred financing costs, premiums and discounts. As of March 31, 2024, these amounts totaled $ 4.2 million and $ 2.6 million for the 3.875 % senior notes and 6.750 % senior notes, respectively. As of December 31, 2023, these amounts totaled $ 4.3 million and $ 2.8 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 March 31, 2024, other financing obligations included $ 15.6 million related to insurance premium notes and certain secured borrowings that generally bore interest rates ranging from 5.0 % to 7.7 %, and $ 60.9 million related to outstanding borrowings on the construction loan agreements that bore a weighted average interest rate of 7.5 %. During the period ended December 31, 2023, other financing obligations included $ 24.7 million related to insurance premium notes and certain secured borrowings that generally bore interest rates ranging from 4.8 % to 7.7 %, and $ 44.9 million related to outstanding borrowings on the construction loan agreements that bore a weighted average interest rate of 7.4 %.
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 ended March 31, 2024 and 2023. 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 three months ended March 31, 2024 and 2023, 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 $ 85.84 and $ 62.61 per share, respectively, that vest over a three year period.
During the three months ended March 31, 2024, we granted performance share units (which we refer to as “PSUs”) covering up to 0.3 million shares of common stock assuming maximum level of performance with a grant date fair value of $ 82.23 per share that are subject
15
Table of Contents
to both service and performance vesting conditions. During the three months ended March 31, 2023, we did not grant any PSUs. The quantity of shares that will ultimately vest and be issued upon settlement of the PSUs ranges from 0 % to 250 % of a targeted number of shares and will be determined based on an achievement of a three year adjusted pre-tax income performance goal. During the three months ended March 31, 2024 and 2023, we issued 0.2 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 2025 to 2027 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):
March 31, 2024
Unvested units
1,248
Unrecognized compensation cost
$
45,077
Weighted-average years to recognize compensation cost
1.83
During the three months ended March 31, 2024 and 2023, we recognized stock-based compensation expense of $ 2.8 million and $ 5.4 million, respectively. Stock-based compensation expense is included in selling, general, and administrative expense on our condensed consolidated statements of operations. Stock-based compensation expense for PSUs is initially estimated based on target performance achievement and adjusted as appropriate throughout the performance period. Accordingly, future compensation cost associated with outstanding PSUs may increase or decrease based on the probability and extent of achievement with respect to the applicable performance measures.
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 March 31, 2024 and December 31, 2023, 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 three months ended March 31, 2024 and 2023, we issued 0.3 million and 0.4 million shares of common stock, respectively, related to the vesting and settlement of RSUs and PSUs. As of March 31, 2024, approximately 2.2 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 three months ended March 31, 2024 and 2023, respectively (in thousands, except per share information):
Three Months Ended March 31, 2024
Cash Dividends Declared and Paid
Declaration Date
Record Date
Paid Date
Per Share
Amount
February 7, 2024
February 28, 2024
March 13, 2024
$
0.26
$
8,264
Three Months Ended March 31, 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
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
16
Table of Contents
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 months ended March 31, 2024 and 2023, and as of March 31, 2024, 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 months ended March 31, 2024, an aggregate of 186.9 thousand shares were repurchased for a total purchase price of approximately $ 16.1 million and a weighted average price of $ 86.16 per share. During the three months ended March 31, 2023, we did no t repurchase any shares of common stock. The maximum number of shares available to be repurchased under the stock repurchase program as of March 31, 2024 was 1,043,123 shares.
During the three months ended March 31, 2024 and 2023, shares of common stock at a total cost of $ 10.4 million and $ 9.9 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 months ended March 31, 2024 and 2023 (in thousands, except share and per share information):
Three Months Ended March 31,
2024
2023
Numerator
Net income
$
64,332
$
33,311
Denominator
Weighted average common shares outstanding - basic
31,808,959
31,914,414
Dilutive effect of stock-based compensation awards
429,849
202,668
Weighted average common shares outstanding - diluted
32,238,808
32,117,082
Earnings per share:
Basic
$
2.02
$
1.04
Diluted
$
2.00
$
1.04
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 0.5 million common stock unit equivalents from diluted earnings per share during the three months ended March 31, 2024 and 2023, 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 March 31, 2024 and December 31, 2023, we had $ 509.0 million and $ 510.5 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.
17
Table of Contents
We do not believe that the ultimate resolution of any claims and lawsuits will have a material adverse effect upon our consolidated financial position, results of operations, or cash flows.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.