LGI Homes, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of LGI Homes, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of LGI Homes, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework), and our report dated February 20, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 52 Table of Contents Land development costs Description of the Matter For the year ended December 31, 2023, the Company’s cost of sales was approximately $1.8 billion, which includes construction costs of each closed home and allocable land acquisition and land development costs, capitalized interest, and other related costs. As discussed in Note 2 to the consolidated financial statements, land development costs that are not specifically identifiable to a home are allocated on a pro rata basis. At the time of home closings, land development activities may not be finalized. To recognize the appropriate amount of cost of sales, the Company estimates the total remaining development costs. Estimates are affected by changes to the land development project’s schedule; the cost of labor, materials, and subcontractors; and potential cost reimbursements from various municipalities. Auditing the Company's land development cost measurement was complex and subjective due to the significant estimation required to determine the costs to complete land development. Specifically, the land development cost estimate is sensitive to significant management assumptions, including the project’s schedule, estimated cost of labor, materials and subcontractors and potential reimbursements. How We Addressed the Matter in Our Audit We obtained an understanding and tested the design and operating effectiveness of the Company's process and controls over its land development cost measurement, including controls over management's review of the estimated costs to complete. To test the Company's land development cost measurement, our audit procedures included, among others, testing the significant assumptions used to develop the estimated costs to complete the land development projects and testing the completeness and accuracy of the underlying data. For example, we sampled the Company’s land development project budgets and agreed the estimated development costs and cost reimbursements to supporting documentation, including underlying contracts; and performed observational procedures to understand the completeness of development activities included in the estimated land development costs. In addition, we performed lookback analyses to historical actual costs to assess management’s ability to estimate and performed sensitivity analyses of the significant assumptions to evaluate the changes in total costs of land development that would result from changes in these assumptions. /s/ Ernst & Young LLP We have served as the Company's auditor since 2013. Houston, Texas February 20, 2024 53 Table of Contents LGI HOMES, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) December 31, 2023 2022 ASSETS Cash and cash equivalents $ 48,978 $ 31,998 Accounts receivable 41,319 25,143 Real estate inventory 3,107,648 2,898,296 Pre-acquisition costs and deposits 30,354 25,031 Property and equipment, net 45,522 32,997 Other assets 113,849 93,159 Deferred tax assets, net 8,163 6,186 Goodwill 12,018 12,018 Total assets $ 3,407,851 $ 3,124,828 LIABILITIES AND EQUITY Accounts payable $ 31,616 $ 25,287 Accrued expenses and other liabilities 271,872 340,128 Notes payable 1,248,332 1,117,001 Total liabilities 1,551,820 1,482,416 COMMITMENTS AND CONTINGENCIES EQUITY Common stock, par value $ 0.01 , 250,000,000 shares authorized, 27,521,120 shares issued and 23,581,648 shares outstanding as of December 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 321,062 306,673 Retained earnings 1,889,716 1,690,489 Treasury stock, at cost, 3,939,472 shares as of December 31, 2023 and December 31, 2022 ( 355,022 ) ( 355,022 ) Total equity 1,856,031 1,642,412 Total liabilities and equity $ 3,407,851 $ 3,124,828 See accompanying notes to the consolidated financial statements. 54 Table of Contents LGI HOMES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share data) For the Year Ended December 31, 2023 2022 2021 Home sales revenues $ 2,358,580 $ 2,304,455 $ 3,050,149 Cost of sales 1,816,393 1,657,855 2,232,115 Selling expenses 191,582 144,928 170,005 General and administrative 117,350 111,565 100,331 Operating income 233,255 390,107 547,698 Loss on extinguishment of debt — — 13,976 Other income, net ( 28,499 ) ( 28,009 ) ( 9,053 ) Net income before income taxes 261,754 418,116 542,775 Income tax provision 62,527 91,549 113,130 Net income $ 199,227 $ 326,567 $ 429,645 Earnings per share: Basic $ 8.48 $ 13.90 $ 17.46 Diluted $ 8.42 $ 13.76 $ 17.25 Weighted average shares outstanding: Basic 23,507,136 23,486,465 24,607,231 Diluted 23,648,548 23,730,770 24,908,991 See accompanying notes to the consolidated financial statements. 55 Table of Contents LGI HOMES, INC. CONSOLIDATED STATEMENTS OF EQUITY (In thousands, except share data) Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Total Equity Shares Amount BALANCE—December 31, 2020 26,741,554 $ 267 $ 270,598 $ 934,277 $ ( 66,137 ) $ 1,139,005 Net income — — — 429,645 — 429,645 Stock repurchase — — — — ( 193,783 ) ( 193,783 ) Restricted stock units granted for accrued annual bonuses — — 272 — — 272 Compensation expense for equity awards — — 13,595 — — 13,595 Stock issued under employee incentive plans 222,361 2 7,112 — — 7,114 BALANCE—December 31, 2021 26,963,915 $ 269 $ 291,577 $ 1,363,922 $ ( 259,920 ) $ 1,395,848 Net income — — — 326,567 — 326,567 Stock repurchase — — — — ( 95,102 ) ( 95,102 ) Restricted stock units granted for accrued annual bonuses — — 294 — — 294 Compensation expense for equity awards — — 9,188 — — 9,188 Stock issued under employee incentive plans 281,363 3 5,614 — — 5,617 BALANCE—December 31, 2022 27,245,278 $ 272 $ 306,673 $ 1,690,489 $ ( 355,022 ) $ 1,642,412 Net income — — — 199,227 — 199,227 Restricted stock units granted for accrued annual bonuses — — 206 — — 206 Compensation expense for equity awards — — 8,926 — — 8,926 Stock issued under employee incentive plans 275,842 3 5,257 — — 5,260 BALANCE—December 31, 2023 27,521,120 $ 275 $ 321,062 $ 1,889,716 $ ( 355,022 ) $ 1,856,031 See accompanying notes to the consolidated financial statements. 56 Table of Contents LGI HOMES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) For the Year Ended December 31, 2023 2022 2021 Cash flows from operating activities: Net income $ 199,227 $ 326,567 $ 429,645 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity in income of unconsolidated entities ( 12,834 ) ( 5,507 ) — Distributions of earnings from unconsolidated entities 14,825 4,593 — Depreciation and amortization 2,408 1,576 1,154 Loss on extinguishment of debt — — 13,976 Gain on sale of interest rate cap — ( 7,055 ) — Gain on disposal of assets ( 1,634 ) ( 2,206 ) ( 717 ) Compensation expense for equity awards 8,926 9,188 13,595 Deferred income taxes ( 1,977 ) 12 788 Changes in assets and liabilities: Accounts receivable ( 16,176 ) 32,766 58,030 Real estate inventory ( 255,518 ) ( 823,919 ) ( 463,643 ) Pre-acquisition costs and deposits ( 5,322 ) 15,671 3,238 Other assets 23,033 8,696 ( 28,689 ) Accounts payable 6,330 11,115 ( 760 ) Accrued expenses and other liabilities ( 18,256 ) 58,052 ( 4,917 ) Net cash provided by (used in) operating activities ( 56,968 ) ( 370,451 ) 21,700 Cash flows from investing activities: Purchases of property and equipment ( 1,443 ) ( 1,187 ) ( 1,729 ) Investment in unconsolidated entities ( 17,889 ) ( 5,016 ) ( 1,692 ) Return of capital from unconsolidated entities 5,684 235 — Payment for business acquisitions — — ( 66,970 ) Net cash used in investing activities ( 13,648 ) ( 5,968 ) ( 70,391 ) Cash flows from financing activities: Proceeds from notes payable 887,283 618,910 1,239,818 Payments on notes payable ( 746,000 ) ( 308,000 ) ( 969,000 ) Proceeds from financing arrangements 50,402 149,526 — Payments on financing arrangements ( 95,027 ) ( 8,813 ) — Redemption premium — — ( 10,314 ) Loan issuance costs ( 14,322 ) ( 4,235 ) ( 10,572 ) Proceeds from sale of stock, net of offering expenses 5,260 5,617 7,114 Stock repurchases — ( 95,102 ) ( 193,783 ) Net cash provided by financing activities 87,596 357,903 63,263 Net increase (decrease) in cash and cash equivalents 16,980 ( 18,516 ) 14,572 Cash and cash equivalents, beginning of year 31,998 50,514 35,942 Cash and cash equivalents, end of year $ 48,978 $ 31,998 $ 50,514 See accompanying notes to the consolidated financial statements. 57 Table of Contents LGI HOMES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND BUSINESS 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, Maryland and Utah. Acquisitions On May 6, 2021, we acquired certain real estate assets owned by KenRoe Inc. and its affiliated entities, including R Home LLC and Paxmar Land Development (collectively, “KenRoe”), and assumed certain related liabilities. As a result of the KenRoe acquisition, we expanded our Minnesota presence in the Minneapolis market. We acquired approximately 100 homes under construction and more than 3,000 owned and controlled lots. The total purchase price for the KenRoe assets, primarily consisting of inventory, was approximately $ 27.3 million in cash, subject to certain potential post-closing adjustments. The acquisition was accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Our purchase accounting for KenRoe as of December 31, 2022 was final. On July 14, 2021, we acquired the real estate assets of Buffington Homebuilding Group, Ltd. (“Buffington”) and assumed certain related liabilities. The total purchase price for the Buffington assets, primarily consisting of inventory, was approximately $ 39.1 million in cash, subject to certain potential post-closing adjustments. This acquisition further expands our land position in the Austin, Texas market. The acquired assets include over 100 homes under construction, and more than 500 owned and controlled lots. The acquisition is accounted for in accordance with ASC 805. Our purchase accounting for Buffington as of December 31, 2022 was final . 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles ( “ GAAP ” ) and 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. The significant accounting estimates include land development cost of sales, impairment of real estate inventory, warranty reserves, loss contingencies, incentive compensation expense, and income taxes. Cash and Cash Equivalents and Concentration of Credit Risk Cash and cash equivalents are defined as cash on hand, demand deposits with financial institutions, and short-term liquid investments with an initial maturity date of less than three months. Our cash in demand deposit accounts may exceed federally insured limits and could be negatively impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, we have experienced no loss or diminished access to cash in our demand deposit accounts. Accounts Receivable Accounts receivable consist primarily of proceeds due from title companies for sales closed prior to period end and are generally collected within a few days from closing. Real Estate Inventory Inventory consists of land, land under development, finished lots, information centers, homes in progress, completed homes and real estate not owned. Inventory is stated at cost unless the carrying amount is determined not to be recoverable, in which case the affected inventory is written down to fair value. 58 Table of Contents Land, development and other project costs, including interest and property taxes incurred during development and home construction, net of expected reimbursable development costs, are capitalized to real estate inventory. Land development and other common costs that benefit the entire community, including field construction supervision and related direct overhead, are allocated to individual lots or homes, as appropriate. The costs of lots are transferred to homes in progress when home construction begins. Home construction costs and related carrying charges are allocated to the cost of individual homes using the specific identification method. Costs that are not specifically identifiable to a home are allocated on a pro rata basis, which we believe approximates the costs that would be determined using an allocation method based on relative sales values since the individual lots or homes within a community are similar in value. Changes to estimated total development costs subsequent to initial home closings in a community are generally allocated to the remaining unsold lots and homes in the community on a pro rata basis. Inventory costs for completed homes are expensed to cost of sales as homes are closed. We purchase both finished lots and land to be developed. Generally, the life cycle of a community ranges from two to five years . For projects we develop, the period between the acquisition of a raw piece of land and completion of the development of that land generally ranges from two to three years . During the life of a project, a constructed home is used as the community information center and then sold. Actual individual community lives will vary based on the size of the community, the sales absorption rate, and whether the property was purchased as raw land or finished lots. 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. 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 as shown in tabular form in Note 3 and have a corresponding obligation within our accrued liabilities as more fully discussed in Note 5 to recognize this relationship. While we are not legally obligated to repurchase the balance of the lots, we are 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. Interest and financing costs incurred under our debt obligations and financing arrangements, as more fully discussed in Note 6 and Note 5 , respectively, are capitalized to qualifying real estate projects under development and homes under construction. In accordance with ASC Topic 360, Property, Plant, and Equipment , real estate inventory is evaluated for indicators of impairment by each community during each reporting period. In conducting its review for indicators of impairment on a community level, management evaluates, among other things, the margins on homes that have been closed, communities with slow moving inventory, projected margins on future home sales over the life of the community, and the estimated fair value of the land. For individual communities with indicators of impairment, additional analysis is performed to estimate the community’s undiscounted future cash flows. If the estimated undiscounted future cash flows are greater than the carrying value of the community group of assets, no impairment adjustment is required. If the undiscounted cash flows are less than the community’s carrying value, the asset group is impaired and is written down to its fair value. We estimate the fair value of communities using a discounted cash flow model. As of December 31, 2023 and 2022, the real estate inventory is stated at cost; there were no inventory impairment charges recorded during the years ended December 31, 2023, 2022 and 2021. Capitalized Interest Interest and other financing costs are capitalized as cost of inventory during community development and home construction activities, in accordance with ASC Topic 835, Interest and expensed in cost of sales as homes in the community are closed. To the extent the debt exceeds qualified assets, a portion of the interest incurred is expensed. Pre-Acquisition Costs and Deposits Amounts paid for land options, deposits on land purchase contracts, and other pre-acquisition costs are capitalized and classified as deposits to purchase. Upon execution of the purchase, these deposits are applied to the acquisition price of the land and recorded as a cost component of the land in real estate inventory. To the extent that any deposits are nonrefundable and the associated land acquisition process is terminated or no longer determined probable, the deposit and related pre-acquisition costs are charged to general and administrative expenses. Management reviews the likelihood of the acquisition of contracted lots in conjunction with its periodic real estate impairment analysis. Under ASC Topic 810, Consolidation (“ASC 810”), a nonrefundable deposit paid to an entity is deemed to be a variable interest that will absorb some or all of the entity’s expected losses if they occur. Non-refundable land purchase and lot option deposits generally represent our maximum exposure if we elect not to purchase the optioned property. In some instances, we may also expend funds for due diligence, development and construction activities with respect to optioned land prior to close. Such costs are classified as preacquisition costs, which we would have to absorb should the option not be exercised. Therefore, whenever we enter into a land option or purchase contract with an entity and make a nonrefundable deposit, we may have a variable interest in a variable interest entity (“VIE”). In accordance with ASC 810, we perform ongoing reassessments of 59 Table of Contents whether we are the primary beneficiary of a VIE and would consolidate the VIE if we are deemed to be the primary beneficiary. As of December 31, 2023 and 2022, we were not deemed to be the primary beneficiary for any VIEs associated with non-refundable land deposits. Deferred Loan Costs Deferred loan costs represent debt issuance costs related to a recognized debt liability and are presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. Other Assets Other assets consist primarily of municipal utility district reimbursements, prepaid insurance, prepaid expenses, financing arrangement commitment fees, right-of-use (“ROU”) assets, investments in unconsolidated entities, land held for sale, forward commitments and other receivables. Our prepaid insurance and prepaid expenses were $ 6.9 million and $ 8.3 million as of December 31, 2023 and 2022, respectively. Investment in Unconsolidated Entities We have investments in unconsolidated entities with independent third parties. The equity method of accounting is used for unconsolidated entities over which we have significant influence; generally, this represents ownership interests of at least 20% and not more than 50%. Under the equity method of accounting, we recognize our proportionate share of the earnings and losses of this entity. We evaluate our investments in unconsolidated entities for recoverability in accordance with ASC Topic 323, Investments - Equity Method and Joint Ventures . If we determine that a loss in the value of any of the investments is other than temporary, we write down the investment to its estimated fair value. Any such losses are recorded to equity in (earnings) loss of unconsolidated entities, which is reflected in other income, net. Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation. Depreciation expense is recorded in general and administrative expenses and in other income, net for rental properties. Upon sale or retirement, the costs and related accumulated depreciation are eliminated from the respective accounts and any resulting gain or loss is included in other income, net. Depreciation is generally computed using the straight-line method over the estimated useful lives of the assets, ranging from two to five years for property and equipment and 27.5 years for our rental properties. Leasehold improvements are depreciated over the shorter of the asset life or the term of the lease. Maintenance and repair costs are expensed as incurred. Impairments of long-lived assets are determined periodically when indicators of impairment are present. If such indicators are present, the determination of the amount of impairment is based on judgments as to the future undiscounted operating cash flows to be generated from these assets throughout the remaining estimated useful lives. If these undiscounted cash flows are less than the carrying amount of the related asset, impairment is recognized for the excess of the carrying value over its fair value. There were no impairments of property, equipment and leasehold improvements recorded during the years ended December 31, 2023, 2022 and 2021. Goodwill The excess of the purchase price of a business acquisition over the net fair value of assets acquired and liabilities assumed is capitalized as goodwill in accordance with ASC 805, Business Combinations . Goodwill that do not have finite lives are not amortized, but are assessed for impairment at least annually or more frequently if certain impairment indicators are present. The $ 12.0 million of goodwill is related to the reorganization transactions completed in connection with the initial public offering of our common stock in November 2013. In applying the goodwill impairment test, we have the option to perform a qualitative test. Under the optional qualitative test, we first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting units is less than their carrying value. Qualitative factors may include, but are not limited to, economic conditions, industry and market considerations, cost factors, overall financial performance of the reporting unit and other entity and reporting unit specific events. If after assessing these qualitative factors, we determine it is “more-likely-than-not” that the fair value of the reporting unit is less than the carrying value, then performing a quantitative test is necessary. Annually, we have performed a qualitative analysis and determined that it is not “more likely than not” that the fair values of the reporting units were less than their carrying amounts. No goodwill impairment charges were recorded in 2023, 2022 and 2021. Warranty Reserves Future direct warranty costs are accrued and charged to cost of sales in the period when the related home is closed. Our warranty liability is based upon historical warranty cost experience and is adjusted as appropriate to reflect qualitative risks 60 Table of Contents associated with the types of homes built, the geographic areas in which they are built, and potential impacts of our continued expansion. Warranty reserves are reviewed quarterly to assess the reasonableness and adequacy and adjusted, as needed, to reflect changes in trends and historical data as information becomes available. Customer Deposits Customer deposits are received upon signing a purchase contract and are typically $ 1,000 to $ 10,000 . Deposits are generally refundable if the customer is unable to obtain financing. Forfeited buyer deposits related to home sales are recognized in other income in the period in which it is determined that the buyer will not complete the purchase of the property and the deposit is nonrefundable to the buyer. Home Sales In accordance with ASC Topic 606, Revenue from Contracts with Customers , revenues from home sales are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Revenues from home sales are recorded at the time each home sale is closed, title and possession are transferred to the customer and we have no significant continuing involvement with the home. Home sales discounts and incentives granted to customers, which are related to the customers’ closing costs that we pay on the customers’ behalf , are recorded as a reduction of revenue in our consolidated financial statements of operations. Cost of Sales As discussed under “Real Estate Inventory” above, cost of sales for homes closed include the construction costs of each home and allocable land acquisition and land development costs, capitalized interest, and other related common costs (both incurred and estimated to be incurred). Selling and Commission Costs Sales commissions are paid and expensed based on homes closed. Other selling costs are expensed in the period incurred. Advertising Costs Advertising costs are expensed as incurred. Advertising costs were $ 33.1 million, $ 18.7 million and $ 7.7 million for the years ended December 31, 2023, 2022, and 2021, respectively. Income Taxes We are a taxable entity subject to federal and state taxes. We utilize the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. Changes in tax rates are recognized in the year of enactment. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the net deferred tax assets will not be realized. Our ability to realize deferred tax assets is assessed throughout the year and a valuation allowance is established, if required. We recognize the impact of a tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. We recognize potential interest and penalties related to uncertain tax positions in income tax expense. Earnings Per Share Basic earnings per share is based on the weighted average number of shares of common stock outstanding. Diluted earnings per share is based on the weighted average number of shares of common stock and dilutive securities outstanding. Diluted earnings per share excludes all dilutive potential shares of common stock if their effect is antidilutive. Stock-Based Compensation Compensation costs for non-performance-based restricted stock awards are measured using the closing price of our common stock on the date of grant and are expensed on a straight-line basis over the requisite service period of the award. Compensation costs for performance-based restricted stock awards also contain a market condition. These costs are measured using the derived grant date fair value, based on a third party valuation analysis, and are expensed in accordance with ASC 718-10-25-20, Compensation - Stock Compensation , which requires an assessment of probability of attainment of the performance target. Once the performance target outcome is determined to be probable, the cumulative expense is adjusted, as needed, to recognize compensation expense on a straight-line basis over the award’s requisite service period. 61 Table of Contents Recently Issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. This amendment modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold, (2) the amount of income taxes paid (net of refunds received) (disaggregated by federal, state, and foreign taxes) as well as individual jurisdictions in which income taxes paid is equal to or greater than 5 percent of total income taxes paid net of refunds, (3) the income or loss from continuing operations before income tax expense or benefit (disaggregated between domestic and foreign) and (4) income tax expense or benefit from continuing operations (disaggregated by federal, state and foreign). The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, while retrospective application is permitted. We are currently evaluating the impact that this standard will have on our financial statements. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through additional and more detailed information about a reportable segment’s expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. We are currently evaluating the impact that this standard will have on our financial statements. 3. REAL ESTATE INVENTORY Our real estate inventory consists of the following (in thousands): December 31, 2023 2022 Land, land under development, and finished lots $ 2,099,133 $ 1,911,307 Information centers 47,936 35,074 Homes in progress 313,124 287,069 Completed homes 542,996 523,054 Total owned inventory 3,003,189 2,756,504 Real estate not owned 104,459 141,792 Total real estate inventory $ 3,107,648 $ 2,898,296 Our real estate not owned relates to 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. See “Real Estate Inventory” under Note 2 for more information. 62 Table of Contents 4. PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): December 31, 2023 2022 Rental properties $ 43,324 $ 29,833 Computer software and equipment 3,946 3,894 Leasehold improvements 1,722 1,466 Furniture and fixtures 2,091 1,060 Machinery and equipment 231 127 Total property and equipment 51,314 36,380 Less: Accumulated depreciation ( 5,792 ) ( 3,383 ) Property and equipment, net $ 45,522 $ 32,997 During the year ended December 31, 2023, we transferred $ 13.5 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. Depreciation expense incurred for the years ended December 31, 2023, 2022 and 2021 was $ 2.4 million, $ 1.6 million and $ 1.1 million, respectively. 5. ACCRUED EXPENSES AND OTHER LIABILITIES Accrued and other liabilities consist of the following (in thousands): December 31, 2023 2022 Land banking financing arrangements 104,459 141,792 Real estate inventory development and construction payable 71,193 73,678 Accrued compensation, bonuses and benefits 22,550 12,900 Taxes payable 14,694 47,037 Warranty reserve 13,600 10,750 Accrued interest 13,522 10,906 Inventory related obligations 11,924 13,039 Lease liability 4,947 5,182 Contract deposits 2,909 5,545 Other 12,074 19,299 Total accrued expenses and other liabilities $ 271,872 $ 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. 63 Table of Contents 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): December 31, 2023 2022 2021 Warranty reserves, beginning of period $ 10,750 $ 7,850 $ 5,350 Warranty provision 8,510 11,488 11,223 Warranty expenditures ( 5,660 ) ( 8,588 ) ( 8,723 ) Warranty reserves, end of period $ 13,600 $ 10,750 $ 7,850 6. NOTES PAYABLE Revolving Credit Agreement On December 5, 2023, we entered into a Fourth Amendment to Fifth Amended and Restated Credit Agreement with several financial institutions, and Wells Fargo Bank, National Association, as administrative agent (the “Fourth Amendment”), which amended the 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 (as amended to date, including the Fourth Amendment, the “Credit Agreement”). The Credit Agreement provides for a $ 1.205 billion revolving credit facility, which can be increased at the request of the Company by up to $ 95.0 million, subject to the terms and conditions of the Credit Agreement. The Credit Agreement matures on April 28, 2028 with respect to $ 960.0 million, or 79.7 %, of the $ 1.205 billion of commitments thereunder and on April 28, 2025 with respect to 20.3 % of the commitments thereunder. Before each anniversary of the Credit Agreement, we may request a one-year extension of its maturity date. The Credit Agreement is guaranteed by, among others, each of our subsidiaries that have gross assets of at least $ 0.5 million, other than subsidiaries whose sole purpose is to own and operate single-family rental homes. The borrowings and letters of credit outstanding under the Credit Agreement, together with the outstanding principal balance of our 4.000 % Senior Notes due 2029 (the “2029 Senior Notes”) and our 8.750 % Senior Notes due 2028 (the “2028 Senior Notes”), may not exceed the borrowing base under the 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 Credit Agreement. As of December 31, 2023, the borrowing base under the Credit Agreement was $ 1.7 billion, of which the maximum available to borrow was $ 1.205 billion. As of December 31, 2023, borrowings under the Credit Agreement and the outstanding principal amount of the 2029 Senior Notes and the 2028 Senior Notes totaled $ 1.3 billion, $ 28.1 million of letters of credit were outstanding and $ 354.8 million was available to borrow under the Credit Agreement. Borrowings under the Credit Agreement bear interest, payable monthly in arrears, at the Company’s option, at either (1) the Adjusted Term SOFR (defined as a term SOFR that is based on a fixed 1, 3 or 6 month interest period, as selected by the Company, plus a 10 , 15 or 25 basis point 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, or (2) the Base Rate (defined as a term SOFR that is based on a daily variable 1 month interest period plus a 10 basis point adjustment), subject to a 50 basis point floor, plus the Applicable Margin. At December 31, 2023, the Applicable Margin was 1.85 %, and SOFR was 5.36 %, subject to the 0.50 % SOFR floor as included in the Credit Agreement. The 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 Credit Agreement contains various covenants that, among other restrictions, limit the amount of our additional debt and our ability to make certain investments. At December 31, 2023, we were in compliance with all of the covenants contained in the Credit Agreement. Senior Notes Offering On November 21, 2023, we issued $ 400.0 million aggregate principal amount of the 2028 Senior Notes in an offering to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A (“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 (“Regulation S”) under the Securities Act. Interest on the 2028 Senior Notes accrues at a rate of 8.750 % per annum, payable semi-annually in arrears on June 15 and December 15 of each year, commencing on June 64 Table of Contents 15, 2024. The 2028 Senior Notes mature on December 15, 2028. The terms of the 2028 Senior Notes are governed by an Indenture, dated as of July 6, 2018, and Fourth Supplemental Indenture thereto, dated as of November 21, 2023, as may be supplemented from time to time, among us, our subsidiaries that guarantee our obligations under the Credit Agreement and Regions Bank, as trustee. 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, and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S. 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 Credit Agreement and Wilmington Trust, National Association, as trustee. Notes payable consist of the following (in thousands): December 31, 2023 2022 Notes payable under the Credit Agreement ($ 1.205 billion revolving credit facility at December 31, 2023) maturing in part on April 28, 2025 and in part on April 28, 2028; interest paid monthly at SOFR plus 1.85 %. $ 569,633 $ 828,350 4.000 % Senior Notes due July 15, 2029; interest paid semi-annually at 4.000 %. 300,000 300,000 8.750 % Senior Notes due December 15, 2028; interest paid semi-annually at 8.750 %. 400,000 — Net debt issuance costs ( 21,301 ) ( 11,349 ) Total notes payable $ 1,248,332 $ 1,117,001 As of December 31, 2023, the annual aggregate maturities of notes payable during each of the next five fiscal years are as follows (in thousands): Amount 2024 $ — 2025 115,818 2026 — 2027 — 2028 853,815 Thereafter 300,000 Total notes payable 1,269,633 Less: Debt issuance costs ( 21,301 ) Net notes payable $ 1,248,332 65 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): Year Ended December 31, 2023 2022 2021 Interest incurred $ 87,604 $ 49,281 $ 28,360 Less: Amounts capitalized ( 87,604 ) ( 49,281 ) ( 28,360 ) Interest expense $ — $ — $ — Cash paid for interest $ 80,963 $ 41,593 $ 28,850 Included in interest incurred was amortization of deferred financing costs and applicable discounts for notes payable and financing arrangements of $ 4.0 million, $ 3.5 million and $ 2.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. 7. INCOME TAXES The provision for income taxes consisted of the following (in thousands): Year ended December 31, 2023 2022 2021 Current: Federal $ 54,013 $ 77,922 $ 95,343 State 10,492 13,615 16,999 Current tax provision 64,505 91,537 112,342 Deferred: Federal ( 1,638 ) 33 751 State ( 340 ) ( 21 ) 37 Deferred tax provision (benefit) ( 1,978 ) 12 788 Total income tax provision $ 62,527 $ 91,549 $ 113,130 Income taxes paid were $ 96.5 million, $ 56.9 million and $ 127.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. A reconciliation of the provision for income taxes and the amount computed by applying the statutory federal income tax rate to income before provision for income taxes for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Tax at federal statutory rate $ 54,968 21.0 % $ 87,805 21.0 % $ 114,081 21.0 % State income taxes (net of federal benefit) 8,052 3.1 10,749 2.6 13,467 2.5 Stock-based compensation ( 2,230 ) ( 0.9 ) ( 2,199 ) ( 0.5 ) ( 2,243 ) ( 0.4 ) Non deductible expenses and other 3,033 1.2 4,313 1.0 4,343 0.8 Change in tax rates - deferred taxes ( 89 ) — 23 — ( 367 ) ( 0.1 ) Federal energy efficient homes tax credits ( 1,207 ) ( 0.5 ) ( 9,142 ) ( 2.2 ) ( 16,151 ) ( 3.0 ) Tax at effective rate $ 62,527 23.9 % $ 91,549 21.9 % $ 113,130 20.8 % The 2023 effective tax rate differs from the federal statutory rate primarily due to state income tax expense on current year earnings and non-deductible salaries related to Section 162(m) of the U.S. Internal Revenue Code, as amended (the “Code”), partially offset by the deductions in excess of compensation cost (“windfalls”) for share-based payments and benefits associated with the federal energy efficient homes tax credits enacted into law in December 2019 (the “45L Tax Credits”). The 2022 66 Table of Contents effective tax rate differs from the federal statutory rate primarily due to state income tax expense on current year earnings and non-deductible salaries related to Section 162(m) of the Code, partially offset by benefits associated with the 45L Tax Credits and the windfalls for share-based payments. The 2021 effective tax rate differs from the federal statutory rate primarily due to benefits associated with the 45L Tax Credits and the windfalls for share-based payments, partially offset by state income tax expense on current year earnings and non-deductible salaries related to Section 162(m) of the Code. Income tax expense for 2023, 2022 and 2021 includes a benefit of $ 1.2 million, $ 9.1 million and $ 16.2 million, respectively, associated with the extension of federal energy efficient homes tax credits. The federal energy efficient homes tax credit provision applies to qualifying homes closed through December 31, 2023. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of net deferred tax assets and liabilities at December 31, 2023 and 2022 are as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Accruals and reserves $ 6,222 $ 3,947 Stock-based compensation 2,271 3,210 Inventory 1,197 1,060 Leases 891 926 Other 2,381 1,673 Total deferred tax assets 12,962 10,816 Deferred tax liabilities: Prepaids ( 1,242 ) ( 1,550 ) Leases ( 1,076 ) ( 1,103 ) Goodwill and other assets amortized for tax ( 1,126 ) ( 982 ) Tax depreciation in excess of book depreciation ( 827 ) ( 707 ) Other ( 528 ) ( 288 ) Total deferred tax liabilities ( 4,799 ) ( 4,630 ) Total net deferred tax assets $ 8,163 $ 6,186 All Company operations are domestic. 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. 8. EQUITY We are authorized to issue 250,000,000 shares of common stock, par value $ 0.01 per share, and 5,000,000 shares of preferred stock, par value $ 0.01 per share. As of December 31, 2023 and 2022, no shares of preferred stock were issued or outstanding. At December 31, 2023, we had 27,521,120 shares of common stock issued and 23,581,648 shares of common stock outstanding, including 3,939,472 treasury shares of our common stock. At December 31, 2022, we had 27,245,278 shares of common stock issued and 23,305,806 shares of common stock outstanding, including 3,939,472 treasury shares of our common stock. 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 year ended December 31, 2023, we did not repurchase any shares of our common stock. During the years ended December 31, 2022 67 Table of Contents and 2021, we repurchased 892,916 shares of our common stock for 95.1 million to be held as treasury stock and 1,288,563 shares of our common stock for $ 193.8 million to be held as treasury stock, respectively. A total of 2,939,472 shares of our common stock has been repurchased since our stock repurchase program commenced. As of December 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. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2023, 2022, and 2021. For the Year Ended December 31, 2023 2022 2021 Numerator (in thousands): Net income (Numerator for basic and dilutive earnings per share) $ 199,227 $ 326,567 $ 429,645 Denominator: Basic weighted average shares outstanding 23,507,136 23,486,465 24,607,231 Effect of dilutive securities: Stock-based compensation units 141,412 244,305 301,760 Diluted weighted average shares outstanding 23,648,548 23,730,770 24,908,991 Basic earnings per share $ 8.48 $ 13.90 $ 17.46 Diluted earnings per share $ 8.42 $ 13.76 $ 17.25 Antidilutive non-vested restricted stock units excluded from calculation of diluted earnings per share 11,412 50,003 5,970 9. STOCK-BASED COMPENSATION Non-performance Based Restricted Stock Units A total of 2,680,172 shares of our common stock have been reserved for issuance under the LGI Homes, Inc. Amended and Restated 2013 Equity Incentive Plan (the “2013 Incentive Plan”). There were 133,359 restricted stock units (“RSUs”) outstanding at December 31, 2023, issued at a $ 0.00 exercise price. The following table summarizes the activity of our time-vested RSUs: Shares Weighted Average Grant Date Fair Value Balance at December 31, 2020 142,738 $ 62.54 Granted 29,664 $ 144.17 Vested ( 47,213 ) $ 65.99 Forfeited ( 7,315 ) $ 76.15 Balance at December 31, 2021 117,874 $ 80.85 Granted 83,251 $ 110.03 Vested ( 46,981 ) $ 66.57 Forfeited ( 7,905 ) $ 101.48 Balance at December 31, 2022 146,239 $ 100.93 Granted 48,946 $ 109.47 Vested ( 53,894 ) $ 71.84 Forfeited ( 7,932 ) $ 115.05 Balance at December 31, 2023 133,359 $ 114.98 68 Table of Contents In 2023, we issued 22,912 RSUs to senior management for the time-based portion of our 2023 long-term incentive compensation program and 8,256 RSUs for 2022 annual bonuses to managers, which generally cliff vest on the third anniversary of the grant date. In 2022, we issued 16,731 RSUs to senior management for the time-based portion of our 2022 long-term incentive compensation program and 10,404 RSUs for 2021 annual bonuses to managers, which generally cliff vest on the third anniversary of the grant date. In 2021, we issued 11,511 RSUs to senior management for the time-based portion of our 2021 long-term incentive compensation program and 8,094 RSUs for 2020 annual bonuses to managers, which generally cliff vest on the third anniversary of the grant date. In addition, during the years ended December 31, 2023, 2022 and 2021, we issued 17,778 , 56,116 and 10,059 RSUs, respectively, to certain employees, executives and non-employee directors, which vest over periods ranging from one to three years . Under the terms of the grant award agreements, all of the RSUs may only be settled in shares of our common stock. We recognized $ 4.9 million, $ 3.6 million, and $ 3.3 million of stock-based compensation expense related to outstanding RSUs for the years ended December 31, 2023, 2022 and 2021, respectively. At December 31, 2023, we had unrecognized compensation cost of $ 7.8 million related to unvested RSUs, which is expected to be recognized over a weighted average period of 1.8 years. Performance-Based Restricted Stock Units The Compensation Committee of the Board has granted awards of performance-based RSUs (“PSUs”) under the 2013 Incentive Plan to certain members of senior management based on three-year performance cycles. At December 31, 2023, there were 178,906 PSUs outstanding that have been granted to certain members of management at a $ 0.00 exercise price. 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 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: Period Granted Performance Period Target PSUs Outstanding at December 31, 2022 Target PSUs Granted Target PSUs Forfeited Target PSUs Vested Target PSUs Outstanding at December 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 December 31, 2023, management estimates that the recipients will receive approximately 101 %, 0 %, and 83.2 % 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 $ 2.9 million, $ 4.5 million, and $ 9.0 million of total stock-based compensation expense related to PSUs for the years ended December 31, 2023, 2022 and 2021, respectively. The 2020 - 2022 performance period PSUs vested and issued on February 27, 2023 at 200 % of the target number. At December 31, 2023, we had unrecognized compensation cost of $ 6.2 million, based on the probable amount, related to unvested PSUs, which is expected to be recognized over a weighted average period of 2.1 years. Employee Stock Purchase Plan The LGI Homes, Inc. Employee Stock Purchase Plan (the “ESPP”) provides for employees to make quarterly elections for payroll withholdings to purchase shares of our common stock at a 15 % discount from the closing price of our common stock on the purchase date, which is the last business day of each calendar quarter. During the years ended December 31, 2023, 2022 and 2021, we issued 53,078 , 73,461 , and 55,068 shares of our common stock to the ESPP participants. We received net proceeds of approximately $ 5.3 million, $ 5.6 million and $ 7.1 million related to the ESPP for 2023, 2022, and 2021, respectively. We recognized $ 0.9 million, $ 1.0 million, and $ 1.3 million in stock compensation expense related to the ESPP for 2023, 2022, and 2021, respectively. The ESPP contributions are not refundable (other than in the case of termination of employment) and, therefore, the shares purchasable with the amounts withheld are included in weighted-average shares outstanding for both basic 69 Table of Contents and diluted earnings per share. The maximum aggregate number of shares of our common stock which may be issued pursuant to the ESPP is 500,000 shares, and as of December 31, 2023, 106,715 shares of our common stock remain available for issuance under the ESPP. 10. FAIR VALUE DISCLOSURES 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 December 31, 2023, the 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 each of the 2029 Senior Notes and the 2028 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 December 31, 2023 and 2022 (in thousands): December 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 $ 296,381 $ 300,000 $ 246,969 2028 Senior Notes (1) Level 2 $ 400,000 $ 486,306 $ — $ — (1) See Note 6 for more details regarding the offerings of the 2029 Senior Notes and the 2028 Senior Notes. 11. RELATED PARTY TRANSACTIONS Land Purchases from Affiliates We did not enter into or complete any related party transactions during the years ended December 31, 2023 and 2022. For the year ended December 31, 2021, we completed a land purchase contract to purchase a total of 110 finished lots in Pasco County, Florida, from an affiliate of one of our directors for a total base purchase price of approximately $ 4.0 million. For the year ended December 31, 2021, we completed a land purchase contract to purchase a total of 25 finished lots in Burnet County, Texas, from an affiliate of a family member of our chief executive officer for a total base purchase price of approximately $ 2.5 million. 12. RETIREMENT BENEFITS Our employees are eligible to participate in a 401(k) savings plan. Employees are eligible to participate beginning in the quarterly period after completing 30 days of service and attaining the age of 21 . Salary deferrals are allowed in amounts up to 100 % of an eligible employee’s salary, not to exceed the maximum permitted by law. We may make a discretionary match of 70 Table of Contents up to 100 % of the first 4 % of an eligible employee’s deferral, not to exceed the maximum allowed by law. For the years ended December 31, 2023, 2022 and 2021, our matching contributions were $ 4.4 million, $ 4.5 million and $ 4.6 million, respectively. 13. 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): December 31, 2023 2022 Land deposits and option payments (1) $ 26,955 $ 22,406 Commitments under the land purchase contracts if the purchases are consummated $ 513,941 $ 411,776 Lots under land purchase contracts (1) 15,750 13,184 (1) Includes land banking financing arrangements, see Note 3 and Note 5 for more details regarding real estate not owned. As of December 31, 2023 and 2022, approximately $ 11.4 million and $ 12.8 million, respectively, 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 $ 4.6 million and $ 4.9 million as of December 31, 2023 and 2022, respectively. Lease obligations, as included in accrued expenses and other liabilities on the consolidated balance sheets, were $ 4.9 million and $ 5.2 million as of December 31, 2023 and 2022, respectively. Operating lease cost, as included in general and administrative expense in our consolidated statements of operations, totaled $ 2.5 million, $ 2.1 million and $ 1.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. Cash paid for amounts included in the measurement of lease liabilities for operating leases during the years ended December 31, 2023 and 2022 was $ 1.9 million and $ 1.8 million, respectively. As of December 31, 2023, the weighted-average discount rate was 5.9 % and our weighted-average remaining life was 2.6 years. We do not have any significant lease contracts that have not yet commenced at December 31, 2023. 71 Table of Contents The table below shows the future minimum payments under non-cancelable operating leases at December 31, 2023 (in thousands): Year Ending December 31, Operating leases 2024 $ 1,535 2025 1,307 2026 1,145 2027 1,022 2028 582 Thereafter 13 Total 5,604 Lease amount representing interest ( 657 ) Present value of lease liabilities $ 4,947 Bonding and Letters of Credit We have outstanding letters of credit and performance and surety bonds totaling $ 357.0 million (including $ 28.1 million of letters of credit issued under the Credit Agreement) and $ 368.1 million (including $ 9.1 million of letters of credit issued under our credit agreement then in effect) at December 31, 2023 and 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 As of December 31, 2023, we had one equity-method land joint venture and two additional joint ventures engaged in mortgage and insurance activities that primarily provide services to our homebuyers. As of December 31, 2023 and 2022, we have a total of $ 21.5 million and $ 11.2 million, respectively, within other assets on the balance sheet relating to our investment in joint ventures associated with our operations. 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 was $ 12.8 million and $ 5.5 million, within other income, net on the statement of operations for the years ended December 31, 2023 and 2022, respectively. We did not have any income recognized for our investment in unconsolidated entities for the year ended December 31, 2021. 14. REVENUES Revenue Recognition Revenues from home sales are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Revenues from home sales are recorded at the time each home sale is closed, title and possession are transferred to the customer and we have no significant continuing involvement with the home. Home sales discounts and incentives granted to customers, which are related to the customers’ closing costs that we pay on the customers’ behalf , are recorded as a reduction of revenue in our consolidated financial statements of operations. The following table presents our home sales revenues disaggregated by revenue stream (in thousands): For the Year Ended December 31, 2023 2022 2021 Retail home sales revenues $ 2,156,237 $ 1,963,896 $ 2,700,866 Wholesale home sales revenues 202,343 340,559 349,283 Total home sales revenues $ 2,358,580 $ 2,304,455 $ 3,050,149 72 Table of Contents The following table presents our home sales revenues disaggregated by geography, based on our determined reportable segments in Note 15 (in thousands): For the Year Ended December 31, 2023 2022 2021 Central $ 730,688 $ 1,011,844 $ 1,252,782 Southeast 556,808 455,340 594,742 Northwest 251,171 253,416 510,497 West 381,102 300,968 351,219 Florida 438,811 282,887 340,909 Home sales revenues $ 2,358,580 $ 2,304,455 $ 3,050,149 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. Retail homes sold under both our LGI Homes brand and Terrata Homes brand focus on providing move-in ready homes with standardized features within favorable markets that meet certain demographic and economic conditions. Our LGI Homes brand primarily markets to entry-level or first-time homebuyers, while our Terrata Homes brand primarily markets to move-up homebuyers. Wholesale homes are primarily sold under a bulk sales agreement and focus on providing move-in ready homes with standardized features to real estate investors that will ultimately use the single-family homes as rental properties. Performance Obligations Our contracts with customers include a single performance obligation to transfer a completed home to the customer. We generally determine selling price per home on the expected cost plus margin. Our contracts contain no significant financing terms as customers who finance do so through a third party. Performance obligations are satisfied at a moment in time when the home is complete and control of the asset is transferred to the customer at closing. Home sales proceeds are generally received from the title company within a few business days after closing. Sales and broker commissions are incremental costs incurred to obtain a contract with a customer that would not have been incurred if the contract had not been obtained. Sales and broker commissions are expensed upon fulfillment of a home closing. Advertising costs are costs to obtain a contract that would have been incurred regardless of whether the contract was obtained and are recognized as an expense when incurred. Sales and broker commissions and advertising costs are recorded within sales and marketing expense presented in our consolidated statements of operations as selling expenses. 15. 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 December 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. The Central division is our largest division and comprised approximately 31.0 %, 43.9 % and 41.1 % of total home sales revenues for the years ended December 31, 2023, 2022 and 2021, respectively. 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. 73 Table of Contents Financial information relating to our reportable segments was as follows (in thousands): For the Year Ended December 31, 2023 2022 2021 Revenues: Central $ 730,688 $ 1,011,844 $ 1,252,782 Southeast 556,808 455,340 594,742 Northwest 251,171 253,416 510,497 West 381,102 300,968 351,219 Florida 438,811 282,887 340,909 Total home sales revenues $ 2,358,580 $ 2,304,455 $ 3,050,149 Net income (loss) before income taxes: Central $ 87,246 $ 213,151 $ 242,615 Southeast 79,721 88,382 105,572 Northwest 23,900 51,006 115,002 West 29,543 26,643 50,809 Florida 48,862 37,786 49,927 Corporate (1) ( 7,518 ) 1,148 ( 21,150 ) Total net income before income taxes $ 261,754 $ 418,116 $ 542,775 (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. Additionally, for the year ended December 31, 2022, the Corporate balance includes the $ 7.1 million gain on the sale of the three-year interest rate cap of LIBOR prior to its expiration. Also, for the year ended December 31, 2021, the Corporate balance includes $ 14.0 million of loss on extinguishment of debt. December 31, Assets: 2023 2022 Central $ 1,026,303 $ 986,779 Southeast 664,877 633,542 Northwest 528,319 485,086 West 671,558 599,714 Florida 420,286 334,824 Corporate (1) 96,508 84,883 Total assets $ 3,407,851 $ 3,124,828 (1) The Corporate balance consists primarily of cash and investments in unconsolidated entities. Additionally, at December 31, 2022, the Corporate balance includes tax receivables. 74 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.