Item 1. Financial Statements
Item 1. Financial Statements
PULTEGROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
($000’s omitted)
March 31,
2022 December 31,
2021
(Unaudited)
ASSETS
Cash and equivalents $ 1,145,007 $ 1,779,088
Restricted cash 66,863 54,477
Total cash, cash equivalents, and restricted cash 1,211,870 1,833,565
House and land inventory 9,869,889 9,047,569
Land held for sale 23,362 29,276
Residential mortgage loans available-for-sale 510,275 947,139
Investments in unconsolidated entities 106,058 98,155
Other assets 1,167,055 1,110,966
Intangible assets 144,102 146,923
Deferred tax assets 131,629 139,038
$ 13,164,240 $ 13,352,631
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Accounts payable $ 628,820 $ 621,168
Customer deposits 998,936 844,785
Deferred tax liabilities 171,525 165,519
Accrued and other liabilities 1,525,448 1,576,478
Financial Services debt 396,139 626,123
Notes payable 2,030,108 2,029,043
5,750,976 5,863,116
Shareholders' equity 7,413,264 7,489,515
$ 13,164,240 $ 13,352,631
See accompanying Notes to Condensed Consolidated Financial Statements.
3
PULTEGROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(000’s omitted, except per share data)
(Unaudited)
Three Months Ended
March 31,
2022 2021
Revenues:
Homebuilding
Home sale revenues $ 3,070,313 $ 2,596,510
Land sale and other revenues 33,159 27,159
3,103,472 2,623,669
Financial Services 84,143 106,122
Total revenues 3,187,615 2,729,791
Homebuilding Cost of Revenues:
Home sale cost of revenues ( 2,181,074 ) ( 1,935,635 )
Land sale and other cost of revenues ( 32,002 ) ( 24,636 )
( 2,213,076 ) ( 1,960,271 )
Financial Services expenses ( 43,486 ) ( 39,674 )
Selling, general, and administrative expenses ( 329,022 ) ( 271,686 )
Loss on debt retirement — ( 61,469 )
Other expense, net ( 2,138 ) ( 2,639 )
Income before income taxes 599,893 394,052
Income tax expense ( 145,170 ) ( 89,945 )
Net income $ 454,723 $ 304,107
Per share:
Basic earnings $ 1.84 $ 1.14
Diluted earnings $ 1.83 $ 1.13
Cash dividends declared $ 0.15 $ 0.14
Number of shares used in calculation:
Basic 245,796 265,407
Effect of dilutive securities 1,069 605
Diluted 246,865 266,012
See accompanying Notes to Condensed Consolidated Financial Statements.
4
PULTEGROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
($000’s omitted)
(Unaudited)
Three Months Ended
March 31,
2022 2021
Net income $ 454,723 $ 304,107
Other comprehensive income, net of tax:
Change in value of derivatives 25 25
Other comprehensive income 25 25
Comprehensive income $ 454,748 $ 304,132
See accompanying Notes to Condensed Consolidated Financial Statements.
5
PULTEGROUP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(000's omitted)
(Unaudited)
Additional
Paid-in
Capital Accumulated
Other
Comprehensive
Income
(Loss) Retained
Earnings Total
Common Stock
Shares $
Shareholders' equity, December 31, 2021 249,326 $ 2,493 $ 3,290,791 $ ( 45 ) $ 4,196,276 $ 7,489,515
Share issuances 586 6 6,024 — — 6,030
Dividends declared — — — — ( 36,512 ) ( 36,512 )
Share repurchases ( 10,290 ) ( 103 ) — — ( 499,897 ) ( 500,000 )
Cash paid for shares withheld for taxes — — — — ( 13,614 ) ( 13,614 )
Share-based compensation — — 13,097 — — 13,097
Net income — — — — 454,723 454,723
Other comprehensive income — — — 25 — 25
Shareholders' equity, March 31, 2022 239,622 $ 2,396 $ 3,309,912 $ ( 20 ) $ 4,100,976 $ 7,413,264
Additional
Paid-in
Capital Accumulated
Other
Comprehensive
Income
(Loss) Retained
Earnings Total
Common Stock
Shares $
Shareholders' equity, December 31, 2020 266,464 $ 2,665 $ 3,261,412 $ ( 145 ) $ 3,306,057 $ 6,569,989
Stock option exercises 1 — 11 — — 11
Share issuances 505 5 4,176 — — 4,181
Dividends declared — — — — ( 37,325 ) ( 37,325 )
Share repurchases ( 3,333 ) ( 34 ) — — ( 153,669 ) ( 153,703 )
Cash paid for shares withheld for taxes — — — — ( 10,566 ) ( 10,566 )
Share-based compensation — — 8,555 — — 8,555
Net income — — — — 304,107 304,107
Other comprehensive income — — — 25 — 25
Shareholders' equity, March 31, 2021 263,637 $ 2,636 $ 3,274,154 $ ( 120 ) $ 3,408,604 $ 6,685,274
See accompanying Notes to Condensed Consolidated Financial Statements.
6
PULTEGROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
($000’s omitted)
(Unaudited)
Three Months Ended
March 31,
2022 2021
Cash flows from operating activities:
Net income $ 454,723 $ 304,107
Adjustments to reconcile net income to net cash from operating activities:
Deferred income tax expense 13,407 11,391
Land-related charges 3,510 1,368
Loss on debt retirement — 61,469
Depreciation and amortization 16,181 17,142
Share-based compensation expense 16,615 11,630
Other, net ( 1,173 ) ( 687 )
Increase (decrease) in cash due to:
Inventories ( 814,768 ) ( 243,947 )
Residential mortgage loans available-for-sale 436,865 69,930
Other assets ( 35,344 ) ( 54,303 )
Accounts payable, accrued and other liabilities 117,650 ( 1,352 )
Net cash provided by operating activities 207,666 176,748
Cash flows from investing activities:
Capital expenditures ( 30,686 ) ( 14,752 )
Investments in unconsolidated entities ( 6,681 ) ( 8,169 )
Distributions of capital from unconsolidated entities — 5,000
Business acquisition ( 10,400 ) ( 10,400 )
Other investing activities, net ( 199 ) 698
Net cash used in investing activities ( 47,966 ) ( 27,623 )
Cash flows from financing activities:
Repayments of notes payable — ( 794,435 )
Financial Services repayments, net ( 229,985 ) ( 141,002 )
Stock option exercises — 11
Share repurchases ( 500,000 ) ( 153,703 )
Cash paid for shares withheld for taxes ( 13,614 ) ( 10,566 )
Dividends paid ( 37,796 ) ( 37,611 )
Net cash used in financing activities ( 781,395 ) ( 1,137,306 )
Net decrease in cash, cash equivalents, and restricted cash ( 621,695 ) ( 988,181 )
Cash, cash equivalents, and restricted cash at beginning of period 1,833,565 2,632,235
Cash, cash equivalents, and restricted cash at end of period $ 1,211,870 $ 1,644,054
Supplemental Cash Flow Information:
Interest paid (capitalized), net $ 5,157 $ 17,368
Income taxes paid (refunded), net $ 1,915 $ 15,574
See accompanying Notes to Condensed Consolidated Financial Statements.
7
PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of presentation
PulteGroup, Inc. is one of the largest homebuilders in the United States ("U.S."), and our common shares trade on the New York Stock Exchange under the ticker symbol “PHM”. Unless the context otherwise requires, the terms "PulteGroup", the "Company", "we", "us", and "our" used herein refer to PulteGroup, Inc. and its subsidiaries. While our subsidiaries engage primarily in the homebuilding business, we also engage in mortgage banking operations, conducted through Pulte Mortgage LLC (“Pulte Mortgage”), and title and insurance brokerage operations.
The accompanying unaudited condensed 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 U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal, recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with our consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021.
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Subsequent events
We evaluated subsequent events up until the time the financial statements were filed with the Securities and Exchange Commission (the "SEC").
Other expense, net
Other expense, net consists of the following ($000’s omitted):
Three Months Ended
March 31,
2022 2021
Write-offs of deposits and pre-acquisition costs $ ( 3,510 ) $ ( 1,368 )
Amortization of intangible assets ( 2,821 ) ( 4,992 )
Interest income 388 631
Interest expense ( 86 ) ( 135 )
Equity in earnings of unconsolidated entities 1,221 827
Miscellaneous, net 2,670 2,398
Total other expense, net $ ( 2,138 ) $ ( 2,639 )
Revenue recognition
Home sale revenues - Home sale revenues and related profit are generally recognized when title to and possession of the home are transferred to the buyer, and our performance obligation to deliver the agreed-upon home is generally satisfied at the home closing date. Home sale contract assets consist of cash from home closings held in escrow for our benefit, typically for less than five days, which are considered deposits in-transit and classified as cash. Contract liabilities include customer deposits related to sold but undelivered homes, which totaled $ 998.9 million and $ 844.8 million at March 31, 2022 and December 31, 2021, respectively. Substantially all of our home sales are scheduled to close and be recorded to revenue within one year from the date of receiving a customer deposit. See Note 8 for information on warranties and related obligations.
8
PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Land sale and other revenues - We periodically elect to sell parcels of land to third parties in the event such assets no longer fit into our strategic operating plans or are zoned for commercial or other development. Land sales are generally outright sales of specified land parcels with cash consideration due on the closing date, which is generally when performance obligations are satisfied. Revenues related to our construction services operations are generally recognized as materials are delivered and installation services are provided.
Financial services revenues - Loan origination fees, commitment fees, and certain direct loan origination costs are recognized as incurred. Expected gains and losses from the sale of residential mortgage loans and their related servicing rights are included in the measurement of written loan commitments that are accounted for at fair value through Financial Services revenues at the time of commitment. Subsequent changes in the fair value of these loans are reflected in Financial Services revenues as they occur. Interest income is accrued from the date a mortgage loan is originated until the loan is sold. Mortgage servicing fees represent fees earned for servicing loans. Servicing fees are based on a contractual percentage of the outstanding principal balance and are credited to income when related mortgage payments are received.
Revenues associated with our title operations are recognized as closing services are rendered and title insurance policies are issued, both of which generally occur as each home is closed. Insurance brokerage commissions relate to commissions on homeowner and other insurance policies placed with third party carriers through various agency channels. Our performance obligations for policy renewal commissions are considered satisfied upon issuance of the initial policy, and related contract assets for estimated future renewal commissions are included in other assets and totaled $ 47.2 million and $ 44.3 million at March 31, 2022 and December 31, 2021, respectively.
Earnings per share
Basic earnings per share is computed by dividing income available to common shareholders (the “Numerator”) by the weighted-average number of common shares outstanding, adjusted for unvested shares (the “Denominator”) for the period. Computing diluted earnings per share is similar to computing basic earnings per share, except that the Denominator is increased to include the dilutive effects of unvested restricted share units and other potentially dilutive instruments.
In accordance with Accounting Standards Codification ("ASC") 260, "Earnings Per Share", the two-class method determines earnings per share for each class of common stock and participating securities according to an earnings allocation formula that adjusts the Numerator for dividends or dividend equivalents and participation rights in undistributed earnings. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are participating securities and, therefore, are included in computing earnings per share pursuant to the two-class method. Certain of our outstanding restricted share units and deferred shares are considered participating securities. The following table presents the earnings per common share (000's omitted, except per share data):
9
PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Three Months Ended
March 31,
2022 2021
Numerator:
Net income $ 454,723 $ 304,107
Less: earnings distributed to participating securities ( 218 ) ( 298 )
Less: undistributed earnings allocated to participating securities ( 3,061 ) ( 2,154 )
Numerator for basic earnings per share $ 451,444 $ 301,655
Add back: undistributed earnings allocated to participating securities 3,061 2,154
Less: undistributed earnings reallocated to participating securities ( 3,045 ) ( 2,149 )
Numerator for diluted earnings per share $ 451,460 $ 301,660
Denominator:
Basic shares outstanding 245,796 265,407
Effect of dilutive securities 1,069 605
Diluted shares outstanding 246,865 266,012
Earnings per share:
Basic $ 1.84 $ 1.14
Diluted $ 1.83 $ 1.13
Residential mortgage loans available-for-sale
Substantially all of the loans originated by us are sold in the secondary mortgage market within a short period of time after origination, generally within 30 days. At March 31, 2022 and December 31, 2021, residential mortgage loans available-for-sale had an aggregate fair value of $ 510.3 million and $ 947.1 million, respectively, and an aggregate outstanding principal balance of $ 512.7 million and $ 924.5 million, respectively. Net gains from the sale of mortgages were $ 52.4 million and $ 77.4 million for the three months ended March 31, 2022 and 2021, respectively, and have been included in Financial Services revenues.
Derivative instruments and hedging activities
We are party to interest rate lock commitments ("IRLCs") with customers resulting from our mortgage origination operations. At March 31, 2022 and December 31, 2021, we had aggregate IRLCs of $ 981.9 million and $ 337.9 million, respectively, which were originated at interest rates prevailing at the date of commitment. Since we can terminate a loan commitment if the borrower does not comply with the terms of the contract, and some loan commitments may expire without being drawn upon, these commitments do not necessarily represent future cash requirements. We evaluate the creditworthiness of these transactions through our normal credit policies.
We hedge our exposure to interest rate market risk relating to residential mortgage loans available-for-sale and IRLCs using forward contracts on mortgage-backed securities, which are commitments to either purchase or sell a specified financial instrument at a specified future date for a specified price, and whole loan investor commitments, which are obligations of an investor to buy loans at a specified price within a specified time period. Forward contracts on mortgage-backed securities are the predominant derivative financial instruments we use to minimize market risk during the period from the time we extend an interest rate lock to a loan applicant until the time the loan is sold to an investor. At March 31, 2022 and December 31, 2021, we had unexpired forward contracts of $ 1.2 billion and $ 903.0 million, respectively, and whole loan investor commitments of $ 254.3 million and $ 310.0 million, respectively. Changes in the fair value of IRLCs and other derivative financial instruments are recognized in Financial Services revenues, and the fair values are reflected in other assets or other liabilities, as applicable.
There are no credit-risk-related contingent features within our derivative agreements, and counterparty risk is considered minimal. Gains and losses on IRLCs and residential mortgage loans available-for-sale are substantially offset by corresponding
10
PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
gains or losses on forward contracts on mortgage-backed securities and whole loan investor commitments. We are generally not exposed to variability in cash flows of derivative instruments for more than approximately 60 days. The fair values of derivative instruments and their locations in the Condensed Consolidated Balance Sheets are summarized below ($000’s omitted):
March 31, 2022 December 31, 2021
Other Assets Accrued and Other Liabilities Other Assets Accrued and Other Liabilities
Interest rate lock commitments $ 11,048 $ 2,670 $ 8,582 $ 33
Forward contracts 26,741 512 757 1,336
Whole loan commitments 1,013 39 384 4
$ 38,802 $ 3,221 $ 9,723 $ 1,373
Credit losses
We are exposed to credit losses primarily through our vendors and insurance carriers. We assess and monitor each counterparty’s ability to pay amounts owed by considering contractual terms and conditions, the counterparty’s financial condition, macroeconomic factors, and business strategy.
At March 31, 2022 and December 31, 2021, we reported $ 198.0 million and $ 208.4 million, respectively, of assets in-scope under ASC 326, "Financial Instruments - Credit Losses". These assets consist primarily of insurance receivables, contract assets related to insurance brokerage commissions, and vendor rebate receivables. Counterparties associated with these assets are generally highly rated. Allowances on the aforementioned in-scope assets were not material as of March 31, 2022.
New accounting pronouncements
On January 1, 2021, we adopted Accounting Standards Update ("ASU") No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. Our adoption of ASU 2019-12 did not have a material impact on our financial statements.
In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)”, as amended by ASU 2021-01 in January 2021, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the cessation of the London Interbank Offered Rate ("LIBOR") or by another reference rate expected to be discontinued. The guidance was effective beginning March 12, 2020 and can be applied prospectively through December 31, 2022. We are currently evaluating the effect that such new guidance will have on our consolidated financial statements and related disclosures, but do not expect that the adoption will have a material impact on our consolidated financial statements or related disclosures.
2. Inventory
Major components of inventory were as follows ($000’s omitted):
March 31,
2022 December 31,
2021
Homes under construction $ 5,045,782 $ 4,225,309
Land under development 4,136,379 4,091,015
Raw land 687,728 731,245
$ 9,869,889 $ 9,047,569
We capitalize interest cost into inventory during the active development and construction of our communities. In all periods presented, we capitalized substantially all Homebuilding interest costs into inventory because the level of our active inventory exceeded our debt levels. Information related to interest capitalized into inventory is as follows ($000’s omitted):
11
PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Three Months Ended
March 31,
2022 2021
Interest in inventory, beginning of period $ 160,756 $ 193,409
Interest capitalized 31,583 34,627
Interest expensed ( 33,669 ) ( 34,684 )
Interest in inventory, end of period $ 158,670 $ 193,352
Land option agreements
We enter into land option agreements in order to procure land for the construction of homes in the future. Pursuant to these land option agreements, we generally provide a deposit to the seller as consideration for the right to purchase land at different times in the future, usually at predetermined prices. Such contracts enable us to defer acquiring portions of properties owned by third parties or unconsolidated entities until we have determined whether and when to exercise our option, which reduces our financial risks associated with long-term land holdings. Option deposits and pre-acquisition costs (such as environmental testing, surveys, engineering, and entitlement costs) are capitalized if the costs are directly identifiable with the land under option, the costs would be capitalized if we owned the land, and acquisition of the property is probable. Such costs are reflected in other assets and are reclassified to inventory upon taking title to the land. We write off deposits and pre-acquisition costs when it becomes probable that we will not go forward with the project or recover the capitalized costs. Such decisions take into consideration changes in local market conditions, the timing of required land purchases, the availability and best use of necessary incremental capital, and other factors. We record any such write-offs of deposits and pre-acquisition costs within other expense, net. During the three months ended March 31, 2022 and 2021, we recorded $ 3.5 million and $ 1.4 million, respectively, of such charges.
If an entity holding the land under option is a variable interest entity ("VIE"), our deposit represents a variable interest in that entity. No VIEs required consolidation at either March 31, 2022 or December 31, 2021 because we determined that we were not the VIEs' primary beneficiary. Our maximum exposure to loss related to these VIEs is generally limited to our deposits and pre-acquisition costs under the land option agreements. The following provides a summary of our interests in land option agreements as of March 31, 2022 and December 31, 2021 ($000’s omitted):
March 31, 2022 December 31, 2021
Deposits and
Pre-acquisition
Costs Remaining Purchase
Price Deposits and
Pre-acquisition
Costs Remaining Purchase
Price
Land options with VIEs $ 185,789 $ 2,577,792 $ 179,604 $ 2,329,187
Other land options 237,323 3,441,955 225,318 3,128,691
$ 423,112 $ 6,019,747 $ 404,922 $ 5,457,878
Land-related charges
Our evaluations for land impairments, net realizable value adjustments, and write-offs of deposits and pre-acquisition costs are based on our best estimates of the future cash flows of our communities. Due to uncertainties in the estimation process, the significant volatility in demand for new housing, the long life cycles of certain of our communities, and potential changes in our strategy related to certain communities, actual results could differ significantly from such estimates.
12
PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. Segment information
Our Homebuilding operations are engaged in the acquisition and development of land primarily for residential purposes within the U.S. and the construction of housing on such land. For reporting purposes, our Homebuilding operations are aggregated into six reportable segments:
Northeast: Connecticut, Maryland, Massachusetts, New Jersey, Pennsylvania, Virginia
Southeast: Georgia, North Carolina, South Carolina, Tennessee
Florida: Florida
Midwest: Illinois, Indiana, Kentucky, Michigan, Minnesota, Ohio
Texas: Texas
West: Arizona, California, Colorado, Nevada, New Mexico, Washington
We also have a reportable segment for our Financial Services operations, which consist principally of mortgage banking, title, and insurance brokerage operations that operate generally in the same markets as the Homebuilding segments.
Operating Data by Segment
($000’s omitted)
Three Months Ended
March 31,
2022 2021
Revenues:
Northeast $ 164,331 $ 176,467
Southeast 528,198 436,779
Florida 767,969 625,241
Midwest 452,674 366,814
Texas 446,273 374,121
West 744,027 644,247
3,103,472 2,623,669
Financial Services 84,143 106,122
Consolidated revenues $ 3,187,615 $ 2,729,791
Income (loss) before income taxes:
Northeast $ 27,399 $ 25,894
Southeast 126,132 71,322
Florida 160,694 101,208
Midwest 64,701 52,864
Texas 83,716 65,648
West 133,311 98,832
Other homebuilding (a)
( 36,653 ) ( 88,064 )
559,300 327,704
Financial Services 40,593 66,348
Consolidated income before income taxes $ 599,893 $ 394,052
(a) Other homebuilding includes the amortization of intangible assets and capitalized interest and other items not allocated to the other segments. Other homebuilding also includes a loss on debt retirement of $ 61.5 million in the three months ended March 31, 2021 (see Note 4 ).
13
PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Operating Data by Segment
($000’s omitted)
Three Months Ended
March 31,
2022 2021
Land-related charges (a) :
Northeast $ 102 $ 116
Southeast 1,902 456
Florida 972 131
Midwest 158 54
Texas 239 527
West 137 84
Other homebuilding — —
$ 3,510 $ 1,368
(a) Land-related charges include land impairments, net realizable value adjustments on land held for sale, and write-offs of deposits and pre-acquisition costs for land option contracts we elected not to pursue.
Operating Data by Segment
($000's omitted)
March 31, 2022
Homes Under
Construction Land Under
Development Raw Land Total
Inventory Total
Assets
Northeast $ 334,122 $ 234,813 $ 16,030 $ 584,965 $ 718,785
Southeast 742,514 499,110 75,210 1,316,834 1,481,554
Florida 1,190,976 903,364 222,449 2,316,789 2,752,490
Midwest 583,360 458,445 27,466 1,069,271 1,198,261
Texas 696,620 553,061 148,602 1,398,283 1,540,106
West 1,446,362 1,238,943 183,023 2,868,328 3,145,372
Other homebuilding (a)
51,828 248,643 14,948 315,419 1,642,392
5,045,782 4,136,379 687,728 9,869,889 12,478,960
Financial Services — — — — 685,280
$ 5,045,782 $ 4,136,379 $ 687,728 $ 9,869,889 $ 13,164,240
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PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Operating Data by Segment
($000's omitted)
December 31, 2021
Homes Under
Construction Land Under
Development Raw Land Total
Inventory Total
Assets
Northeast $ 285,975 $ 246,128 $ 17,554 $ 549,657 $ 644,019
Southeast 604,310 537,072 67,815 1,209,197 1,362,852
Florida 943,110 866,266 289,388 2,098,764 2,545,457
Midwest 527,001 460,279 15,869 1,003,149 1,132,081
Texas 581,417 512,925 95,833 1,190,175 1,315,943
West 1,235,457 1,191,834 227,850 2,655,141 2,955,283
Other homebuilding (a)
48,039 276,511 16,936 341,486 2,314,839
4,225,309 4,091,015 731,245 9,047,569 12,270,474
Financial Services — — — — 1,082,157
$ 4,225,309 $ 4,091,015 $ 731,245 $ 9,047,569 $ 13,352,631
(a) Other homebuilding primarily includes cash and equivalents, capitalized interest, intangibles, deferred tax assets, and other corporate items that are not allocated to the operating segments.
4. Debt
Notes payable
Our notes payable are summarized as follows ($000’s omitted):
March 31,
2022 December 31,
2021
5.500 % unsecured senior notes due March 2026 (a)
$ 500,000 $ 500,000
5.000 % unsecured senior notes due January 2027 (a)
500,000 500,000
7.875 % unsecured senior notes due June 2032 (a)
300,000 300,000
6.375 % unsecured senior notes due May 2033 (a)
400,000 400,000
6.000 % unsecured senior notes due February 2035 (a)
300,000 300,000
Net premiums, discounts, and issuance costs (b)
( 10,781 ) ( 11,142 )
Total senior notes $ 1,989,219 $ 1,988,858
Other notes payable 40,889 40,185
Notes payable $ 2,030,108 $ 2,029,043
Estimated fair value $ 2,294,849 $ 2,496,875
(a) Redeemable prior to maturity; guaranteed on a senior basis by certain wholly-owned subsidiaries.
(b) The carrying value of senior notes reflects the impact of premiums, discounts, and issuance costs that are amortized to interest cost over the respective terms of the senior notes.
In the three months ended March 31, 2021, we retired $ 426.0 million of senior notes at their scheduled maturity date and also accelerated the retirement of $ 200.0 million and $ 100.0 million of our unsecured notes scheduled to mature in 2026 and 2027, respectively, through a cash tender offer. The retirement resulted in a loss of $ 61.5 million, which includes the write-off of debt issuance costs, unamortized discounts and premiums, and transaction fees.
15
PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Other notes payable
Other notes payable include non-recourse and limited recourse notes with third parties that totaled $ 40.9 million and $ 40.2 million at March 31, 2022 and December 31, 2021, respectively. These notes have maturities ranging up to three years , are secured by the applicable land positions to which they relate, and generally have no recourse to other assets. The stated interest rates on these notes range up to 6 %. Such notes payable issued to acquire land inventory totaled $ 0.7 million and $ 12.4 million in the three months ended March 31, 2022 and 2021, respectively.
Revolving credit facility
We maintain a revolving credit facility (the "Revolving Credit Facility") maturing in June 2023 that has a maximum borrowing capacity of $ 1.0 billion and contains an uncommitted accordion feature that could increase the capacity to $ 1.5 billion, subject to certain conditions and availability of additional bank commitments. The Revolving Credit Facility also provides for the issuance of letters of credit that reduce the available borrowing capacity under the Revolving Credit Facility, with a sublimit of $ 500.0 million at March 31, 2022. The interest rate on borrowings under the Revolving Credit Facility may be based on either the London Interbank Offered Rate ("LIBOR") or a base rate plus an applicable margin, as defined therein. We had no borrowings outstanding at either March 31, 2022 or December 31, 2021, and $ 289.9 million and $ 298.8 million of letters of credit issued under the Revolving Credit Facility at March 31, 2022 and December 31, 2021, respectively.
The Revolving Credit Facility contains financial covenants that require us to maintain a minimum Tangible Net Worth, a minimum Interest Coverage Ratio, and a maximum Debt-to-Capitalization Ratio (as each term is defined in the Revolving Credit Facility). As of March 31, 2022, we were in compliance with all covenants. Our available and unused borrowings under the Revolving Credit Facility, net of outstanding letters of credit, amounted to $ 710.1 million and $ 701.2 million at March 31, 2022 and December 31, 2021, respectively.
Joint venture debt
At March 31, 2022, aggregate outstanding debt of unconsolidated joint ventures was $ 64.7 million, of which $ 41.0 million was related to one joint venture in which we have a 50 % interest. In connection with this loan, we and our joint venture partner provided customary limited recourse guaranties in which our maximum financial loss exposure is limited to our pro rata share of the debt outstanding.
Financial Services debt
Pulte Mortgage maintains a master repurchase agreement with third party lenders (as amended, the "Repurchase Agreement") that matures on July 28, 2022. The maximum aggregate commitment was $ 460.0 million at March 31, 2022 and increases to $ 550.0 million on June 27, 2022, which will then continue through maturity. Borrowings under the Repurchase Agreement are secured by residential mortgage loans available-for-sale. The Repurchase Agreement contains various affirmative and negative covenants applicable to Pulte Mortgage, including quantitative thresholds related to net worth, net income, and liquidity. Pulte Mortgage had $ 396.1 million and $ 626.1 million outstanding under the Repurchase Agreement at March 31, 2022 and December 31, 2021, respectively, and was in compliance with all of its covenants and requirements as of such dates.
5. Shareholders’ equity
In the three months ended March 31, 2022, we declared cash dividends totaling $ 36.5 million and repurchased 10.3 million shares under our repurchase authorization for $ 500.0 million. In the three months ended March 31, 2021, we declared cash dividends totaling $ 37.3 million and repurchased 3.3 million shares under our repurchase authorization for $ 153.7 million. On January 31, 2022, the Board of Directors increased our share repurchase authorizations by $ 1.0 billion. At March 31, 2022, we had remaining authorization to repurchase $ 957.6 million of common shares.
Under our share-based compensation plans, we accept shares as payment under certain conditions related to stock option exercises and vesting of shares, generally related to the payment of minimum tax obligations. In the three months ended March 31, 2022 and 2021, participants surrendered shares valued at $ 13.6 million and $ 10.6 million, respectively, under these plans. Such share transactions are excluded from the above noted share repurchase authorization.
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PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. Income taxes
Our effective tax rate in the three months ended March 31, 2022 was 24.2 % compared to 22.8 % for the same period in 2021. Our effective tax rate for each of these periods differs from the federal statutory rate primarily due to state income tax expense. The 2021 tax rate also included a benefit for federal energy efficient home credits, which expired at December 31, 2021.
At March 31, 2022 and December 31, 2021, we had net deferred tax liabilities of $ 39.9 million and $ 26.5 million, respectively. The accounting for deferred taxes is based upon estimates of future results. Differences between estimated and actual results could result in changes in the valuation of deferred tax assets that could have a material impact on our consolidated results of operations or financial position. Changes in existing tax laws could also affect actual tax results and the realization of deferred tax assets over time.
Unrecognized tax benefits represent the difference between tax positions taken or expected to be taken in a tax return and the benefits recognized for financial statement purposes. We had $ 22.7 million and $ 22.5 million of gross unrecognized tax benefits at March 31, 2022 and December 31, 2021, respectively. Additionally, we had accrued interest and penalties of $ 3.1 million and $ 2.9 million at March 31, 2022 and December 31, 2021, respectively.
7. Fair value disclosures
ASC 820, “Fair Value Measurements and Disclosures,” provides a framework for measuring fair value in generally accepted accounting principles 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 fair value hierarchy can be summarized as follows:
Level 1 Fair value determined based on quoted prices in active markets for identical assets or liabilities.
Level 2 Fair value 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 determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques.
Our assets and liabilities measured or disclosed at fair value are summarized below ($000’s omitted):
Financial Instrument Fair Value
Hierarchy Fair Value
March 31,
2022 December 31,
2021
Measured at fair value on a recurring basis:
Residential mortgage loans available-for-sale Level 2 $ 510,275 $ 947,139
IRLCs Level 2 8,378 8,549
Forward contracts Level 2 26,229 ( 579 )
Whole loan commitments Level 2 974 380
Disclosed at fair value:
Cash, cash equivalents, and restricted cash Level 1 $ 1,211,870 $ 1,833,565
Financial Services debt Level 2 396,139 626,123
Senior notes payable Level 2 2,253,960 2,456,690
Other notes payable Level 2 40,889 40,185
Fair values for agency residential mortgage loans available-for-sale are determined based on quoted market prices for comparable instruments. Fair values for non-agency residential mortgage loans available-for-sale are determined based on purchase commitments from whole loan investors and other relevant market information available to management. Fair values for IRLCs, including the value of servicing rights, and forward contracts on mortgage-backed securities are valued based on
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PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
market prices for similar instruments. Fair values for whole loan commitments are based on market prices for similar instruments from the specific whole loan investor.
The carrying amounts of cash and equivalents, Financial Services debt and other notes payable approximate their fair values due to their short-term nature and/or floating interest rate terms. The fair values of senior notes are based on quoted market prices, when available. If quoted market prices are not available, fair values are based on quoted market prices of similar issues. The carrying value of senior notes was $ 2.0 billion at both March 31, 2022 and December 31, 2021 .
8. Commitments and contingencies
Letters of credit and surety bonds
In the normal course of business, we post letters of credit and surety bonds pursuant to certain performance-related obligations, as security for certain land option agreements, and under various insurance programs. The majority of these letters of credit and surety bonds are in support of our land development and construction obligations to various municipalities, other government agencies, and utility companies related to the construction of roads, sewers, and other infrastructure. We had outstanding letters of credit and surety bonds totaling $ 289.9 million and $ 1.9 billion, respectively, at March 31, 2022 and $ 298.8 million and $ 1.8 billion, respectively, at December 31, 2021. In the event any such letter of credit or surety bond is drawn, we would be obligated to reimburse the issuer of the letter of credit or surety bond. Our surety bonds generally do not have stated expiration dates; rather we are released from the surety bonds as the underlying contractual performance is completed. Because significant construction and development work has been performed related to projects that have not yet received final acceptance by the respective counterparties, the aggregate amount of surety bonds outstanding is in excess of the projected cost of the remaining work to be performed. We do not believe that a material amount, if any, of the letters of credit or surety bonds will be drawn.
Litigation and regulatory matters
We are involved in various litigation and legal claims in the normal course of our business operations, including actions brought on behalf of various classes of claimants. We are also subject to a variety of local, state, and federal laws and regulations related to land development activities, house construction standards, sales practices, mortgage lending operations, employment practices, and protection of the environment. As a result, we are subject to periodic examination or inquiry by various governmental agencies that administer these laws and regulations.
We establish liabilities for litigation, legal claims, and regulatory matters when such matters are both probable of occurring and any potential loss is reasonably estimable. We accrue for such matters based on the facts and circumstances specific to each matter and revise these estimates as the matters evolve. In such cases, there may exist an exposure to loss in excess of any amounts currently accrued. In view of the inherent difficulty of predicting the outcome of these legal and regulatory matters, we generally cannot predict the ultimate resolution of the pending matters, the related timing, or the eventual loss. While the outcome of such contingencies cannot be predicted with certainty, we do not believe that the resolution of such matters will have a material adverse impact on our results of operations, financial position, or cash flows. However, to the extent the liability arising from the ultimate resolution of any matter exceeds the estimates reflected in the recorded reserves relating to such matter, we could incur additional charges that could be significant.
Product warranty
Home purchasers are provided with a limited warranty against certain building defects, including a one-year comprehensive limited warranty and coverage for certain other aspects of the home’s construction and operating systems for periods of up to, and, in limited instances, exceeding, 10 years. We estimate the costs to be incurred under these warranties and record liabilities in the amount of such costs at the time product revenue is recognized. Factors that affect our warranty liabilities include the number of homes sold, historical and anticipated rates of warranty claims, and the projected cost per claim. We periodically assess the adequacy of the warranty liabilities for each geographic market in which we operate and adjust the amounts as necessary. Actual warranty costs in the future could differ from the current estimates. Changes to warranty liabilities were as follows ($000’s omitted):
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PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Three Months Ended
March 31,
2022 2021
Warranty liabilities, beginning of period $ 107,117 $ 82,744
Reserves provided 19,692 17,344
Payments ( 19,674 ) ( 15,493 )
Other adjustments ( 495 ) ( 788 )
Warranty liabilities, end of period $ 106,640 $ 83,807
Self-insured risks
We maintain, and require our subcontractors to maintain, general liability insurance coverage. We also maintain builders' risk, property, errors and omissions, workers' compensation, and other business insurance coverage. These insurance policies protect us against a portion of the risk of loss from claims. However, we retain a significant portion of the overall risk for such claims either through policies issued by our captive insurance subsidiaries or through our own self-insured per occurrence and aggregate retentions, deductibles, and claims in excess of available insurance policy limits.
Our general liability insurance includes coverage for certain construction defects. While construction defect claims can relate to a variety of circumstances, the majority of our claims relate to alleged problems with siding, plumbing, foundations and other concrete work, windows, roofing, and heating, ventilation and air conditioning systems. The availability of general liability insurance for the homebuilding industry and its subcontractors has become increasingly limited, and the insurance policies available require us to maintain significant per occurrence and aggregate retention levels. In certain instances, we may offer our subcontractors the opportunity to purchase insurance through one of our captive insurance subsidiaries or participate in a project-specific insurance program provided by us. Policies issued by our captive insurance subsidiaries represent self-insurance of these risks by us. A portion of this self-insured exposure is limited by reinsurance policies that we purchase. General liability coverage for the homebuilding industry is complex, and our coverage varies from policy year to policy year. Our insurance coverage requires a per occurrence deductible up to an overall aggregate retention level. Beginning with the first dollar, amounts paid to satisfy insured claims generally apply to our per occurrence and aggregate retention obligations. Any amounts incurred in excess of the occurrence or aggregate retention levels are covered by insurance up to our purchased coverage levels. Our insurance policies, including the captive insurance subsidiaries' reinsurance policies, are maintained with highly-rated underwriters for whom we believe counterparty default risk is not significant.
At any point in time, we are managing approximately 1,000 individual claims related to general liability, property, errors and omissions, workers' compensation, and other business insurance coverage. We reserve for costs associated with such claims (including expected claims management expenses) on an undiscounted basis at the time revenue is recognized for each home closing and periodically evaluate the recorded liabilities based on actuarial analyses of our historical claims. The actuarial analyses calculate estimates of the ultimate net cost of all unpaid losses, including estimates for incurred but not reported losses ("IBNR"). IBNR represents losses related to claims incurred but not yet reported plus development on reported claims.
Our recorded reserves for all such claims totaled $ 644.3 million and $ 627.1 million at March 31, 2022 and December 31, 2021, respectively. The recorded reserves include loss estimates related to both (i) existing claims and related claim expenses and (ii) IBNR and related claim expenses. Liabilities related to IBNR and related claim expenses represented approximately 69 % and 70 % of the total general liability reserves at March 31, 2022 and December 31, 2021, respectively. The actuarial analyses that determine the IBNR portion of reserves consider a variety of factors, including the frequency and severity of losses, which are based on our historical claims experience supplemented by industry data. The actuarial analyses of the reserves also consider historical third party recovery rates and claims management expenses.
Housing market conditions can be volatile, and we believe such conditions can affect the frequency and cost of construction defect claims. Additionally, IBNR estimates comprise the majority of our liability and are subject to a high degree of uncertainty due to a variety of factors, including changes in claims reporting and resolution patterns, third party recoveries, insurance industry practices, the regulatory environment, and legal precedent. State regulations vary, but construction defect claims are typically reported and resolved over an extended period, often exceeding ten years. Changes in the frequency and timing of reported claims and estimates of specific claim values can impact the underlying inputs and trends utilized in the actuarial analyses, which could have a material impact on the recorded reserves. Additionally, the amount of insurance
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PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
coverage available for each policy period also impacts our recorded reserves. Because of the inherent uncertainty in estimating future losses and the timing of such losses related to these claims, actual costs could differ significantly from estimated costs. Adjustments to reserves are recorded in the period in which the change in estimate occurs. Costs associated with our insurance programs are classified within selling, general, and administrative expenses. Changes in these liabilities were as follows ($000's omitted):
Three Months Ended
March 31,
2022 2021
Balance, beginning of period $ 627,067 $ 641,779
Reserves provided 19,837 19,542
Adjustments to previously recorded reserves 2,139 ( 6,082 )
Payments, net (a)
( 4,765 ) ( 2,171 )
Balance, end of period $ 644,278 $ 653,068
(a) Includes net changes in amounts expected to be recovered from our insurance carriers, which are recorded in other assets (see below).
Estimates of anticipated recoveries of our costs under various insurance policies or from subcontractors or other third parties are recorded when recovery is considered probable. Such receivables are recorded in other assets and totaled $ 57.5 million at both March 31, 2022 and December 31, 2021. Those receivables relate to costs incurred to perform corrective repairs, settle claims with customers, and other costs related to the continued progression of construction defect claims that we believe are insured. Given the complexity inherent with resolving construction defect claims in the homebuilding industry described above, there generally exists a significant lag between our payment of claims and our reimbursements from applicable insurance carriers or third parties. In addition, disputes between homebuilders and insurance carriers or third parties over coverage positions relating to construction defect claims are common. Resolution of claims involves the exchange of significant amounts of information and frequently involves legal action.
Leases
We lease certain office space and equipment for use in our operations. We recognize lease expense for these leases on a straight-line basis over the lease term and combine lease and non-lease components for all leases. Right-of-use ("ROU") assets and lease liabilities are recorded on the balance sheet for all leases with an expected term of at least one year. Some leases include one or more options to renew. The exercise of lease renewal options is generally at our discretion. The depreciable lives of ROU assets and leasehold improvements are limited to the expected lease term. Certain of our lease agreements include rental payments based on a pro-rata share of the lessor’s operating costs which are variable in nature. Our lease agreements do not contain any residual value guarantees or material restrictive covenants.
ROU assets are classified within other assets on the balance sheet, while lease liabilities are classified within accrued and other liabilities. Leases with an initial term of 12 months or less are not recorded on the balance sheet. ROU assets and lease liabilities were $ 71.0 million and $ 88.5 million at March 31, 2022, respectively, and $ 74.3 million and $ 92.7 million at December 31, 2021, respectively. In the three months ended March 31, 2022 and 2021, we recorded an additional $ 0.5 million and $ 1.1 million, respectively, of lease liabilities under operating leases. Payments on lease liabilities in the three months ended March 31, 2022 and March 31, 2021 totaled $ 5.5 million and $ 5.3 million, respectively.
Lease expense includes costs for leases with terms in excess of one year as well as short-term leases with terms of less than one year. In the three months ended March 31, 2022 and 2021, our total lease expense was $ 12.9 million and $ 10.2 million, respectively, inclusive of variable lease costs of $ 2.2 million and $ 1.9 million, respectively, as well as short-term lease costs of $ 5.1 million and $ 2.9 million, respectively. Sublease income was de minimis.
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PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The future minimum lease payments required under our leases as of March 31, 2022 were as follows ($000's omitted):
Years Ending December 31,
2022 (a)
$ 17,220
2023 23,694
2024 16,859
2025 11,612
2026 8,465
Thereafter 18,912
Total lease payments (b)
96,762
Less: Interest (c)
( 8,263 )
Present value of lease liabilities (d)
$ 88,499
(a) Remaining payments are for the nine months ending December 31, 2022.
(b) Lease payments include options to extend lease terms that are reasonably certain of being exercised and exclude $ 3.1 million of legally binding minimum lease payments for leases signed but not yet commenced at March 31, 2022.
(c) Our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our discount rate for such leases to determine the present value of lease payments at the lease commencement date.
(d) The weighted average remaining lease term and weighted average discount rate used in calculating our lease liabilities were 5.2 years and 5.5 %, respectively, at March 31, 2022.
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