LGI Homes, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS LGI HOMES, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except share data) March 31, December 31, 2023 2022 ASSETS Cash and cash equivalents $ 42,966 $ 31,998 Accounts receivable 21,870 25,143 Real estate inventory 2,880,520 2,898,296 Pre-acquisition costs and deposits 26,425 25,031 Property and equipment, net 35,273 32,997 Other assets 76,724 93,159 Deferred tax assets, net 5,127 6,186 Goodwill 12,018 12,018 Total assets $ 3,100,923 $ 3,124,828 LIABILITIES AND EQUITY Accounts payable $ 39,940 $ 25,287 Accrued expenses and other liabilities 340,917 340,128 Notes payable 1,045,837 1,117,001 Total liabilities 1,426,694 1,482,416 COMMITMENTS AND CONTINGENCIES EQUITY Common stock, par value $ 0.01 , 250,000,000 shares authorized, 27,472,206 shares issued and 23,532,734 shares outstanding as of March 31, 2023 and 27,245,278 shares issued and 23,305,806 shares outstanding as of December 31, 2022 275 272 Additional paid-in capital 311,525 306,673 Retained earnings 1,717,451 1,690,489 Treasury stock, at cost, 3,939,472 shares as of March 31, 2023 and December 31, 2022 ( 355,022 ) ( 355,022 ) Total equity 1,674,229 1,642,412 Total liabilities and equity $ 3,100,923 $ 3,124,828 See accompanying notes to the consolidated financial statements. 4 Table of Contents LGI HOMES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except share and per share data) Three Months Ended March 31, 2023 2022 Home sales revenues $ 487,357 $ 546,050 Cost of sales 388,541 387,643 Selling expenses 42,805 34,398 General and administrative 29,960 28,289 Operating income 26,051 95,720 Other income, net ( 6,297 ) ( 3,830 ) Net income before income taxes 32,348 99,550 Income tax provision 5,386 20,864 Net income $ 26,962 $ 78,686 Earnings per share: Basic $ 1.15 $ 3.30 Diluted $ 1.14 $ 3.25 Weighted average shares outstanding: Basic 23,381,294 23,837,170 Diluted 23,629,779 24,194,321 See accompanying notes to the consolidated financial statements. 5 Table of Contents LGI HOMES, INC. CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) (In thousands, except share data) Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Total Equity Shares Amount BALANCE—December 31, 2022 27,245,278 $ 272 $ 306,673 $ 1,690,489 $ ( 355,022 ) $ 1,642,412 Net income — — — 26,962 — 26,962 Restricted stock units granted for accrued annual bonuses — — 206 — — 206 Compensation expense for equity awards — — 3,103 — — 3,103 Stock issued under employee incentive plans 226,928 3 1,543 — — 1,546 BALANCE— March 31, 2023 27,472,206 $ 275 $ 311,525 $ 1,717,451 $ ( 355,022 ) $ 1,674,229 Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Total Equity Shares Amount BALANCE—December 31, 2021 26,963,915 $ 269 $ 291,577 $ 1,363,922 $ ( 259,920 ) $ 1,395,848 Net income — — — 78,686 — 78,686 Stock repurchase — — — — ( 57,659 ) ( 57,659 ) Restricted stock units granted for accrued annual bonuses — — 294 — — 294 Compensation expense for equity awards — — 3,570 — — 3,570 Stock issued under employee incentive plans 223,980 2 2,010 — — 2,012 BALANCE— March 31, 2022 27,187,895 $ 271 $ 297,451 $ 1,442,608 $ ( 317,579 ) $ 1,422,751 See accompanying notes to the consolidated financial statements. 6 Table of Contents LGI HOMES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Three Months Ended March 31, 2023 2022 Cash flows from operating activities: Net income $ 26,962 $ 78,686 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity in income of unconsolidated entities ( 2,245 ) ( 178 ) Distributions of earnings from unconsolidated entities 2,425 129 Depreciation and amortization 482 348 Gain on disposal of assets — ( 1,564 ) Compensation expense for equity awards 3,103 3,570 Deferred income taxes 1,059 3,264 Changes in assets and liabilities: Accounts receivable 3,273 9,420 Real estate inventory 15,945 ( 251,612 ) Pre-acquisition costs and deposits ( 1,394 ) 1,531 Other assets 22,290 362 Accounts payable 14,653 7,793 Accrued expenses and other liabilities ( 8,953 ) 10,464 Net cash provided by (used in) operating activities 77,600 ( 137,787 ) Cash flows from investing activities: Purchases of property and equipment ( 76 ) ( 993 ) Investment in unconsolidated entities ( 5,919 ) ( 380 ) Return of capital from unconsolidated entities 1,140 — Net cash used in investing activities ( 4,855 ) ( 1,373 ) Cash flows from financing activities: Proceeds from notes payable 32,890 197,617 Payments on notes payable ( 105,000 ) — Proceeds from financing arrangements 26,885 — Payments on financing arrangements ( 17,886 ) — Loan issuance costs ( 212 ) — Proceeds from sale of stock, net of offering expenses 1,546 2,013 Stock repurchase — ( 57,659 ) Net cash provided by (used in) financing activities ( 61,777 ) 141,971 Net increase in cash and cash equivalents 10,968 2,811 Cash and cash equivalents, beginning of period 31,998 50,514 Cash and cash equivalents, end of period $ 42,966 $ 53,325 See accompanying notes to the consolidated financial statements. 7 Table of Contents LGI HOMES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. ORGANIZATION AND BASIS OF PRESENTATION Organization and Description of the Business LGI Homes, Inc., a Delaware corporation (the “Company”, “we,” “us,” or “our”), is headquartered in The Woodlands, Texas. We engage in the development of communities and the design, construction and sale of new homes in markets in Texas, Arizona, Florida, Georgia, New Mexico, Colorado, North Carolina, South Carolina, Washington, Tennessee, Minnesota, Oklahoma, Alabama, California, Oregon, Nevada, West Virginia, Virginia, Pennsylvania and Maryland. Basis of Presentation The unaudited consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The accompanying unaudited consolidated financial statements include all adjustments that are of a normal recurring nature and necessary for the fair presentation of our results for the interim periods presented. Results for interim periods are not necessarily indicative of results to be expected for the full year. The accompanying unaudited financial statements as of March 31, 2023, and for the three months ended March 31, 2023 and 2022, include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates, and these differences could have a significant impact on the financial statements. 2. REAL ESTATE INVENTORY Our real estate inventory consists of the following (in thousands): March 31, December 31, 2023 2022 Land, land under development and finished lots $ 1,922,275 $ 1,911,307 Information centers 36,636 35,074 Homes in progress 350,098 287,069 Completed homes 417,575 523,054 Total owned inventory 2,726,584 2,756,504 Real estate not owned 153,936 141,792 Total real estate inventory $ 2,880,520 $ 2,898,296 We have land banking financing arrangements with a third-party land banker to repurchase land that we sold to the land banker as a method of acquiring finished lots in staged takedowns, while limiting risk and minimizing the use of funds from our available cash or other financing sources. In consideration for this repurchase option, we paid a non-refundable commitment fee. Based on our right to control the ultimate economic outcome of these finished lots, these assets will continue to be held as real estate not owned within our inventory and a corresponding obligation was established within our accrued liabilities as discussed in Note 3 to recognize this relationship. While we are not legally obligated to repurchase the balance of the lots, we will be subject to certain performance obligations, financial and other penalties if the lots are not purchased. We do not have any ownership interest or title to the assets that we have sold to the land banker and we do not guarantee any of the land banker’s liabilities. During the three months ended March 31, 2023, we transferred $ 2.7 million of home assets from real estate inventory to rental properties within property and equipment, net. We are lessors of the homes representing these home assets. Our leasing contracts are typically for terms of one year or less. 8 Table of Contents 3. ACCRUED EXPENSES AND OTHER LIABILITIES Accrued and other liabilities consist of the following (in thousands): March 31, December 31, 2023 2022 Land banking financing arrangements $ 153,936 $ 141,792 Real estate inventory development and construction payable 68,239 73,678 Taxes payable 51,071 47,037 Inventory related obligations 12,618 13,039 Accrued compensation, bonuses and benefits 8,873 12,900 Warranty reserve 11,350 10,750 Accrued interest 7,689 10,906 Contract deposits 6,261 5,545 Lease liability 5,669 5,182 Other 15,211 19,299 Total accrued expenses and other liabilities $ 340,917 $ 340,128 Land Banking Financing Arrangements We have land banking financing arrangements with a third-party land banker to repurchase land that we sold to the land banker as a method of acquiring finished lots in staged takedowns. Principal payments on these financing arrangements will generally coincide with the repurchase of lot takedowns from the land banker. We expect to complete the repurchase of all lots via takedowns associated with these transactions over the course of approximately one to three years . Inventory Related Obligations We own lots in certain communities in Arizona, Florida and Texas that have Community Development Districts or similar utility and infrastructure development special assessment programs that allocate a fixed amount of debt service associated with development activities to each lot. This obligation for infrastructure development is attached to the land, which is typically payable over a 30-year period and is ultimately assumed by the homebuyer when home sales are closed. The obligations assumed by the homebuyer represent a non-cash cost of the lots. Estimated Warranty Reserve We typically provide homebuyers with a one-year warranty on the house and a ten-year limited warranty for major defects in structural elements, such as framing components and foundation systems. Changes to our warranty accrual are as follows (in thousands): Three Months Ended March 31, 2023 2022 Warranty reserves, beginning of period $ 10,750 $ 7,850 Warranty provision 1,852 2,465 Warranty expenditures ( 1,252 ) ( 1,965 ) Warranty reserves, end of period $ 11,350 $ 8,350 4. NOTES PAYABLE Revolving Credit Agreement On April 29, 2022, we entered into an amendment to that certain Fifth Amended and Restated Credit Agreement, dated as of April 28, 2021, with several financial institutions, and Wells Fargo Bank, National Association, as administrative agent (the “2021 Credit Agreement” and, as so amended by such amendment, the “2022 Credit Agreement”). The amendment, among other things, (a) increased the commitments under the 2021 Credit Agreement by an additional $ 250.0 million, bringing the total commitments under the 2022 Credit Agreement to $ 1.1 billion, and (b) replaced the London Interbank Offered Rate (“LIBOR”) as the benchmark interest rate with the Secured Overnight Financing Rate (“SOFR”). Borrowings under the 2022 Credit Agreement bear interest, payable monthly in arrears, at the Company’s option, at either (1) term SOFR (based on 1, 3 or 6 month interest periods, as selected by the Company) plus a 10 , 15 or 25 basis point 9 Table of Contents adjustment, respectively, which rate is subject to a 50 basis point floor, plus an applicable margin (ranging from 145 basis points to 210 basis points (the “Applicable Margin”)) based on the Company’s leverage ratio as determined in accordance with a pricing grid, and (2) term SOFR based on a 1 month interest period plus a 10 basis point adjustment, subject to a 50 basis point floor, plus the Applicable Margin. The 2022 Credit Agreement matures on April 28, 2025. Before each anniversary of the 2022 Credit Agreement, we may request a one-year extension of its maturity date. The 2022 Credit Agreement is guaranteed by, among others, each of our subsidiaries that have gross assets of at least $ 0.5 million. The borrowings and letters of credit outstanding under the 2022 Credit Agreement, together with the outstanding principal balance of our 4.000 % Senior Notes due 2029 (the “2029 Senior Notes”), may not exceed the borrowing base under the 2022 Credit Agreement. The borrowing base primarily consists of a percentage of commercial land, land held for development, lots under development and finished lots held by the Company and its subsidiaries that guarantee the obligations under the 2022 Credit Agreement. As of March 31, 2023, the borrowing base under the 2022 Credit Agreement was $ 1.4 billion, of which borrowings, including the 2029 Senior Notes, of $ 1.1 billion were outstanding, $ 26.4 million of letters of credit were outstanding and $ 315.8 million was available to borrow under the 2022 Credit Agreement. Interest is paid monthly on borrowings under the 2022 Credit Agreement at SOFR plus an applicable margin. The 2022 Credit Agreement applicable margin for SOFR loans ranges from 1.45 % to 2.10 % based on our leverage ratio. The applicable margin was 1.85 % during the three months ended March 31, 2023. At March 31, 2023, SOFR was 4.81 %, subject to the 0.50 % SOFR floor as included in the 2022 Credit Agreement. The 2022 Credit Agreement contains various financial covenants, including a minimum tangible net worth, a leverage ratio, a minimum liquidity amount and an EBITDA to interest expense ratio. The 2022 Credit Agreement contains various covenants that, among other restrictions, limit the amount of our additional debt and our ability to make certain investments. At March 31, 2023, we were in compliance with all of the covenants contained in the 2022 Credit Agreement. On April 28, 2023, we entered into a Third Amendment to Fifth Amended and Restated Credit Agreement with several financial institutions, and Wells Fargo Bank, National Association, as administrative agent (the “Third Amendment”), which amends the 2022 Credit Agreement (as so amended by the Third Amendment, the “Credit Agreement”). The Credit Agreement provides for a $ 1.13 billion revolving credit facility, which can be increased at the request of the Company by up to $ 170.0 million, subject to the terms and conditions of the Credit Agreement. Lenders with $ 775.0 million, or 68.6 %, of the $ 1.13 billion of commitments under the Credit Agreement, agreed to extend the maturity of their commitments to April 28, 2027, with the remaining lenders retaining their existing maturity of April 28, 2025. The Credit Agreement also permits our subsidiaries that solely own and operate single family rental homes to incur secured indebtedness not to exceed 6 % of our tangible net worth, and allows such subsidiaries to not guarantee the obligations under the Credit Agreement. The Credit Agreement otherwise has substantially similar terms and provisions to the 2022 Credit Agreement. Senior Notes Offering On June 28, 2021, we issued $ 300.0 million aggregate principal amount of the 2029 Senior Notes in an offering to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. Interest on the 2029 Senior Notes accrues at a rate of 4.000 % per annum, payable semi-annually in arrears on January 15 and July 15 of each year. The 2029 Senior Notes mature on July 15, 2029. The terms of the 2029 Senior Notes are governed by an Indenture, dated as of July 6, 2018, and Third Supplemental Indenture thereto, dated as of June 28, 2021, as may be supplemented from time to time, among us, our subsidiaries that guarantee our obligations under the 2022 Credit Agreement and Wilmington Trust, National Association, as trustee. Notes payable consist of the following (in thousands): March 31, 2023 December 31, 2022 Notes payable under the 2022 Credit Agreement ($ 1.1 billion revolving credit facility at March 31, 2023) maturing on April 28, 2025; interest paid monthly at SOFR plus 1.85 % $ 756,241 $ 828,350 4.000 % Senior Notes due July 15, 2029; interest paid semi-annually at 4.000 % 300,000 300,000 Net debt issuance costs ( 10,404 ) ( 11,349 ) Total notes payable $ 1,045,837 $ 1,117,001 10 Table of Contents Capitalized Interest Interest activity, including other financing costs, for notes payable and financing arrangements for the periods presented is as follows (in thousands): Three Months Ended March 31, 2023 2022 Interest incurred $ 19,169 $ 7,027 Less: Amounts capitalized ( 19,169 ) ( 7,027 ) Interest expense $ — $ — Cash paid for interest $ 25,500 $ 9,668 Included in interest incurred was amortization of deferred financing costs and applicable discounts for notes payable and financing arrangements of $ 3.1 million and $ 0.7 million for the three months ended March 31, 2023 and 2022, respectively . 5. INCOME TAXES We file U.S. and state income tax returns in jurisdictions with varying statutes of limitations. The statute of limitations with regards to our federal income tax filings is three years. The statute of limitations for our state tax jurisdictions is three to four years depending on the jurisdiction. In the normal course of business, we are subject to tax audits in various jurisdictions, and such jurisdictions may assess additional income taxes. We do not expect the outcome of any audit to have a material effect on our consolidated financial statements; however, audit outcomes and the timing of audit adjustments are subject to significant uncertainty. For the three months ended March 31, 2023, our effective tax rate of 16.7 % is lower than the Federal statutory rate primarily as a result of the deductions in excess of compensation cost for share-based payments and the extension of federal energy efficient homes tax credits, offset by an increase in the rate for the compensation limitation under Section 162(m) of the Internal Revenue Code, as amended, and for state income taxes, net of the federal benefit. Income taxes paid were $ 0.1 million and $ 0.4 million for the three months ended March 31, 2023 and 2022, respectively. 6. EQUITY Stock Repurchase Program In February 2022, our Board of Directors (the “Board”) approved a $ 200.0 million increase to our previously authorized stock repurchase program, pursuant to which we may purchase up to $ 550.0 million of shares of our common stock through open market transactions, privately negotiated transactions or otherwise in accordance with applicable laws. During the three months ended March 31, 2023, we did no t repurchase any shares of our common stock. During the three months ended March 31, 2022, we repurchased 475,055 shares of our common stock for $ 57.7 million to be held as treasury stock. A total of 2,939,472 shares of our common stock has been repurchased since our stock repurchase program commenced. As of March 31, 2023, we may purchase up to $ 211.5 million of shares of our common stock under our stock repurchase program. The timing, amount and other terms and conditions of any repurchases of shares of our common stock under our stock repurchase program will be determined by our management at its discretion based on a variety of factors, including the market price of our common stock, corporate considerations, general market and economic conditions and legal requirements. Our stock repurchase program may be modified, discontinued or suspended at any time. 11 Table of Contents 7. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Numerator (in thousands): Net income (Numerator for basic and dilutive earnings per share) $ 26,962 $ 78,686 Denominator: Basic weighted average shares outstanding 23,381,294 23,837,170 Effect of dilutive securities: Stock-based compensation units 248,485 357,151 Diluted weighted average shares outstanding 23,629,779 24,194,321 Basic earnings per share $ 1.15 $ 3.30 Diluted earnings per share $ 1.14 $ 3.25 Antidilutive non-vested restricted stock units excluded from calculation of diluted earnings per share 24,288 27,001 8. STOCK-BASED COMPENSATION Non-performance Based Restricted Stock Units The following table summarizes the activity of our time-vested restricted stock units (“RSUs”): Three Months Ended March 31, 2023 2022 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Beginning balance 146,239 $ 100.93 117,874 $ 80.85 Granted 36,760 $ 104.36 36,675 $ 118.80 Vested ( 42,124 ) $ 63.47 ( 38,791 ) $ 56.49 Forfeited ( 2,647 ) $ 113.57 ( 1,151 ) $ 87.20 Ending balance 138,228 $ 113.02 114,607 $ 101.18 We recognized $ 1.1 million and $ 0.8 million of stock-based compensation expense related to outstanding RSUs for the three months ended March 31, 2023 and 2022, respectively. Generally, the RSUs cliff vest on the third anniversary of the grant date and can only be settled in shares of our common stock. At March 31, 2023, we had unrecognized compensation cost of $ 10.7 million related to unvested RSUs, which is expected to be recognized over a weighted average period of 2.3 years. Performance-Based Restricted Stock Units The Compensation Committee of the Board has granted awards of performance-based RSUs (“PSUs”) under the Amended and Restated LGI Homes, Inc. 2013 Equity Incentive Plan to certain members of senior management based on three-year performance cycles. The PSUs provide for shares of our common stock to be issued based on the attainment of certain performance metrics over the applicable three-year periods. The number of shares of our common stock that may be issued to the recipients for the PSUs range from 0 % to 200 % of the target amount depending on actual results as compared to the target performance metrics. The terms of the PSUs provide that the payouts will be capped at 100 % of the target number of PSUs granted if absolute total stockholder return is negative during the performance period, regardless of EPS performance; this market condition applies for amounts recorded above target. The compensation expense associated with the PSU grants is determined using the derived grant date fair value, based on a third-party valuation analysis, and expensed over the applicable period. The PSUs vest upon the determination date for the actual results at the end of the three-year period and require that the 12 Table of Contents recipients continue to be employed by us through the determination date. The PSUs can only be settled in shares of our common stock. The following table summarizes the activity of our PSUs for the three months ended March 31, 2023: Period Granted Performance Period Target PSUs Outstanding at December 31, 2022 Target PSUs Granted Target PSUs Forfeited Target PSUs Vested Target PSUs Outstanding at March 31, 2023 Weighted Average Grant Date Fair Value 2020 2020 - 2022 84,435 — — ( 84,435 ) — $ 59.81 2021 2021 - 2023 44,011 — ( 852 ) — 43,159 $ 141.00 2022 2022 - 2024 64,382 — ( 1,078 ) — 63,304 $ 118.80 2023 2023 - 2025 — 72,443 — — 72,443 $ 104.36 Total 192,828 72,443 ( 1,930 ) ( 84,435 ) 178,906 At March 31, 2023, management estimates that the recipients will receive approximately 134.4 %, 50.0 % and 85.5 % of the 2023, 2022 and 2021 target number of PSUs, respectively, at the end of the applicable three-year performance cycle based on projected performance compared to the target performance metrics. We recognized $ 1.6 million and $ 2.3 million of total stock-based compensation expense related to outstanding PSUs for the three months ended March 31, 2023 and 2022, respectively. The 2020 - 2022 performance period PSUs vested and issued on February 27, 2023 at 200 % of the target number. At March 31, 2023, we had unrecognized compensation cost of $ 13.5 million, based on the probable amount, related to unvested PSUs, which is expected to be recognized over a weighted average period of 2.5 years. 9. FAIR VALUE DISCLOSURES Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements (“ASC 820”) , defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date” within an entity’s principal market, if any. The principal market is the market in which the reporting entity would sell the asset or transfer the liability with the most significant volume and level of activity, regardless of whether it is the market in which the entity will ultimately transact for a particular asset or liability or if a different market is potentially more advantageous. Accordingly, this exit price concept may result in a fair value that differs from the transaction price or market price of the asset or liability. ASC 820 provides a framework for measuring fair value under GAAP, expands disclosures about fair value measurements and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the fair value hierarchy are summarized as follows: Level 1 - Fair value is based on quoted prices in active markets for identical assets or liabilities. Level 2 - Fair value is determined using significant observable inputs, generally either quoted prices in active markets for similar assets or liabilities, or quoted prices in markets that are not active. Level 3 - Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as a pricing model, discounted cash flow or similar technique. We utilize fair value measurements to account for certain items and account balances within our consolidated financial statements. Fair value measurements may also be utilized on a nonrecurring basis, such as for the impairment of long-lived assets. The fair value of financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and certain accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. As of March 31, 2023, the 2022 Credit Agreement’s carrying value approximates market value since it has a floating interest rate, which increases or decreases with market interest rates and our leverage ratio. In order to determine the fair value of the 2029 Senior Notes, the future contractual cash flows are discounted at our estimate of current market rates of interest, which were determined based upon the average interest rates of similar senior notes within the homebuilding industry (Level 2 measurement). The following table below shows the level and measurement of liabilities at March 31, 2023 and December 31, 2022 (in thousands): March 31, 2023 December 31, 2022 Fair Value Hierarchy Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value 2029 Senior Notes (1) Level 2 $ 300,000 $ 259,334 $ 300,000 $ 246,969 (1) See Note 4 for more details regarding the offering of the 2029 Senior Notes. 13 Table of Contents 10. COMMITMENTS AND CONTINGENCIES Contingencies In the ordinary course of doing business, we are subject to claims or proceedings from time to time relating to the purchase, development and sale of real estate and homes and other aspects of our homebuilding operations. Management believes that these claims include usual obligations incurred by real estate developers and residential home builders in the normal course of business. In the opinion of management, these matters will not have a material effect on our consolidated financial position, results of operations or cash flows. We have provided unsecured environmental indemnities to certain lenders and other counterparties. In each case, we have performed due diligence on the potential environmental risks including obtaining an independent environmental review from outside environmental consultants. These indemnities obligate us to reimburse the guaranteed parties for damages related to environmental matters. There is no term or damage limitation on these indemnities; however, if an environmental matter arises, we may have recourse against other previous owners. In the ordinary course of doing business, we are subject to regulatory proceedings from time to time related to environmental and other matters. In the opinion of management, these matters will not have a material effect on our consolidated financial position, results of operations or cash flows. Land Deposits We have land purchase contracts, generally through cash deposits, for the right to purchase land or lots at a future point in time with predetermined terms. We do not have title to the property, and obligations with respect to the land purchase contracts are generally limited to the forfeiture of the related nonrefundable cash deposits. The following is a summary of our land purchase deposits included in pre-acquisition costs and deposits (in thousands, except for lot count): March 31, 2023 December 31, 2022 Land deposits and option payments (1) $ 24,139 $ 22,406 Commitments under the land purchase contracts if the purchases are consummated (1) $ 439,666 $ 411,776 Lots under land purchase contracts (1) 12,088 13,184 (1) Includes land banking financing arrangements, see Notes 2 and 3 for more details regarding real estate not owned. As of both March 31, 2023 and December 31, 2022, approximately $ 12.8 million of the land deposits are related to purchase contracts to deliver finished lots that are refundable under certain circumstances, such as feasibility or specific performance, and secured by mortgages or letters of credit or guaranteed by the seller or its affiliates. Lease Obligations We recognize lease obligations and associated right-of-use (“ROU”) assets for our existing non-cancelable leases. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We have non-cancelable operating leases primarily associated with our corporate and regional office facilities. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectations regarding the terms. Variable lease costs such as common area costs and property taxes are expensed as incurred. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. ROU assets, as included in other assets on the consolidated balance sheets, were $ 5.4 million and $ 4.9 million at March 31, 2023 and December 31, 2022, respectively. Lease obligations, as included in accrued expenses and other liabilities on the consolidated balance sheets, were $ 5.7 million and $ 5.2 million at March 31, 2023 and December 31, 2022, respectively. Operating lease cost, as included in general and administrative expense in our consolidated statements of operations, was $ 0.6 million and $ 0.5 million for the three months ended March 31, 2023 and 2022, respectively. Cash paid for amounts included in the measurement of lease liabilities for operating leases during the three months ended March 31, 2023 and 2022 was $ 0.5 million and $ 0.4 million, respectively. As of March 31, 2023, the weighted-average discount rate was 5.7 % and our weighted-average remaining life was 2.6 years. We do not have any significant lease contracts that have not yet commenced at March 31, 2023. 14 Table of Contents The table below shows the future minimum payments under non-cancelable operating leases at March 31, 2023 (in thousands): Year Ending December 31, Operating leases 2023 1,297 2024 1,434 2025 1,198 2026 1,069 2027 962 Thereafter 526 Total 6,486 Lease amount representing interest ( 817 ) Present value of lease liabilities $ 5,669 Bonding and Letters of Credit We have outstanding letters of credit and performance and surety bonds totaling $ 361.1 million (including $ 26.4 million of letters of credit issued under the 2022 Credit Agreement) and $ 368.1 million at March 31, 2023 and December 31, 2022, respectively, related to our obligations for site improvements at various projects. Management does not believe that draws upon the letters of credit, surety bonds or financial guarantees if any, will have a material effect on our consolidated financial position, results of operations or cash flows. Investment in Unconsolidated Entities In 2019, we entered as a limited partner into a real estate investment fund with a maximum $ 30.0 million commitment. The term of the commitment is eight years and includes renewals of up to two additional years. Additionally, in 2021, we entered into a joint venture with a mortgage lender. As of March 31, 2023 and December 31, 2022, we have a total of $ 16.0 million and $ 11.2 million, respectively, within other assets on the balance sheet relating to our investment in this real estate investment fund and the mortgage joint venture. Contributions into the unconsolidated entities are for the use of investing in certain real estate transactions and residential mortgage services, respectively. Income associated with our investment in unconsolidated entities during the three months ended March 31, 2023, and 2022 was $ 2.2 million and $ 0.2 million respectively. 11. REVENUES Home Sales Revenues We generate revenues primarily by delivering move-in ready entry-level and move-up spec homes sold under our LGI Homes brand and our luxury series spec homes sold under our Terrata Homes brand. The following table presents our home sales revenues disaggregated by revenue stream (in thousands): Three Months Ended March 31, 2023 2022 Retail home sales revenues $ 456,177 $ 494,206 Wholesale home sales revenues 31,180 51,844 Total home sales revenues $ 487,357 $ 546,050 Our home sales revenues are disaggregated by geography, based on our determined reportable segments. See Note 12 for tabular presentation of this information. 15 Table of Contents 12. SEGMENT INFORMATION We operate one principal homebuilding business that is organized and reports by division. We have seven operating segments (our Central, Midwest, Southeast, Mid-Atlantic, Northwest, West, and Florida divisions) that we aggregate into five qualifying reportable segments at March 31, 2023: our Central, Southeast, Northwest, West, and Florida divisions. These segments reflect the way the Company evaluates its business performance and manages its operations. In accordance with ASC 280, Segment Reporting , operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision-makers (“CODMs”) in deciding how to allocate resources and in assessing performance. The CODMs primarily evaluate performance based on the number of homes closed, gross margin and average sales price per home closed. In determining the most appropriate reportable segments, we consider operating segments’ economic and other characteristics, including home floor plans, average selling prices, gross margin percentage, geographical proximity, production construction processes, suppliers, subcontractors, regulatory environments, customer type and underlying demand and supply. Each operating segment follows the same accounting policies and is managed by our management team. We have no inter-segment sales, as all sales are to external customers. Operating results for each segment may not be indicative of the results for such segment had it been an independent, stand-alone entity for the periods presented. Financial information relating to our reportable segments is as follows (in thousands): Three Months Ended March 31, 2023 2022 Revenues: Central $ 150,380 $ 262,298 Southeast 104,376 72,463 Northwest 74,815 102,874 West 78,886 55,583 Florida 78,900 52,832 Total home sales revenues $ 487,357 $ 546,050 Net income (loss) before income taxes: Central $ 9,064 $ 57,740 Southeast 6,924 10,129 Northwest 7,651 27,584 West 2,383 ( 231 ) Florida 7,487 5,360 Corporate (1) ( 1,161 ) ( 1,032 ) Total net income before income taxes $ 32,348 $ 99,550 (1) The Corporate balance consists of general and administration unallocated costs for various shared service functions and non-strategic other income, as well as our warranty reserve. Actual warranty expenses are reflected within the reportable segments. March 31, 2023 December 31, 2022 Assets: Central $ 978,876 $ 986,779 Southeast 626,121 633,542 Northwest 470,002 485,086 West 591,826 599,714 Florida 355,619 334,824 Corporate (1) 78,479 84,883 Total assets $ 3,100,923 $ 3,124,828 (1) The Corporate balance consists primarily of cash and investments in unconsolidated entities. 16 Table of Contents