(Exact name of registrant as specified in its charter)
Michigan
38-2766606
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
3350 Peachtree Road NE, Suite 1500
Atlanta,
Georgia
30326
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
404
978-6400
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, par value $0.01
PHM
New York Stock Exchange
Series A Junior Participating Preferred Share Purchase Rights
New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
☒
☐
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐
No
☒
Number of common shares outstanding as of April 19, 2022: 237,626,768
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 millionand $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
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
14
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.
16
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
17
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):
18
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
19
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.
20
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.
21
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The overall US housing market remained strong in the first quarter and registered continued growth in new home demand and pricing, driven primarily by: an extremely limited supply of new and existing home inventory, an increased appeal for homeownership and single-family living, positive demographic trends, along with low unemployment levels and resulting wage growth. These improvements occurred despite a significant increase in mortgage interest rates during the period. The rising cost of housing, inflation in the broader economy, and increases in mortgage interest rates have placed additional pressure on overall housing affordability. However, while affordability has become more challenged, the cost of new housing continues to compete well with the cost of rental housing. In the current environment, we continued to experience strong demand for our products in the first quarter of 2022. While new orders were 19% lower than the prior year period, the decrease was driven primarily by a 7% reduction in community count in combination with Company actions to strategically manage the pace of sales to better align with current production levels. As a result, our order backlog increased 5% in units and 31% in dollars as of March 31, 2022 over the prior year period.
Due to the increasing level of new homebuilding activity in the US, coupled with impacts on the US supply chain and construction and municipal workforces due to the COVID-19 pandemic, the availability of certain materials and construction labor, combined with delays in municipal approvals and inspections, have elongated the production cycle of the homes we are constructing. While we are working with our supply partners, have significantly increased our speculative housing starts, and have hired additional construction and customer service employees, our production cycle times have extended in substantially all of our markets. The time required to construct a home was approximately eight weeks longer in the three months ended March 31, 2022, as compared with the prior year period and approximately one week longer than the fourth quarter of 2021. Due to these supply chain and labor challenges, we are moderating lot releases and the pace of new orders in the majority of our communities in order to balance sales volume and production capacity to reduce backlog durations as well as to protect gross margins in the face of inflationary cost pressures. Despite the production challenges in the current operating environment, we were able to achieve closing volume consistent with last year. We believe these conditions will continue to impact our industry for the remainder of 2022.
The noted supply chain and labor issues are also leading to significant cost pressures in almost all areas of our business, but especially related to construction labor and materials. Specifically, the cost of lumber continues to be extremely volatile and remains elevated compared to historical norms. Additionally, the availability of certain wood products, including roof and floor trusses and oriented strand boards, remains challenged. We also continue to experience significant challenges with the cost and availability of windows, siding, and appliances, among other supply categories. To date, we have been, and believe we will continue to be, able to increase pricing to offset the majority of such cost increases due to expected ongoing high consumer demand.
Despite the development of vaccines and more effective treatments for the physical impacts of COVID-19, there are no reliable estimates of how long the COVID-19 pandemic, or its related impacts on overall economic conditions or the global supply chain, will last. As a result, the unpredictability of the current economic and public health conditions will continue to evolve. The unpredictability of current economic conditions will also continue to evolve due to disruptions occurring as a result of the military conflict in Ukraine and related sanctions or other actions against Russia imposed by the U.S. and other countries. However, all of our operations continue to function at effectively full capacity subject to health and safety protocols, and we remain optimistic about future housing demand and our ability to continue expanding our business. Due to the strength of current demand and extending municipal entitlement timelines, the number of our active communities decreased in 2021 as we sold out communities at a pace faster than we opened new ones. We have increased our investments in land acquisition and development and expect that the number of our active communities will begin to increase as we proceed through 2022.
22
Consolidated Operations
The following is a summary of our operating results by line of business ($000's omitted, except per share data):
Three Months Ended
March 31,
2022
2021
Income before income taxes:
Homebuilding
$
559,300
$
327,704
Financial Services
40,593
66,348
Income before income taxes
599,893
394,052
Income tax expense
(145,170)
(89,945)
Net income
$
454,723
$
304,107
Per share data - assuming dilution:
Net income
$
1.83
$
1.13
•Homebuilding income before income taxes in the three months ended March 31, 2022 increased 71% compared with the same period in 2021, primarily as the result of a significantly higher average selling price and gross margin. Results for the three months ended March 31, 2021 also include a loss on debt retirement of $61.5 million (see Note 4).
•Financial Services income before income taxes in the three months ended March 31, 2022 decreased 39% compared to the same period in 2021, primarily as the result of a lower capture rate and revenue per loan due to increased competitiveness in the mortgage industry in 2022.
•Our effective tax rate in the three months ended March 31, 2022 and 2021 was 24.2% and 22.8%, respectively. Our effective tax rate for each of these periods differs from the federal statutory rate primarily due to state income tax expense, while the 2021 tax rate also included benefits associated with federal energy efficient home credits, which expired at December 31, 2021.
23
Homebuilding Operations
The following presents selected financial information for our Homebuilding operations ($000’s omitted):
Three Months Ended
March 31,
2022
2022 vs. 2021
2021
Home sale revenues
$
3,070,313
18
%
$
2,596,510
Land sale and other revenues
33,159
22
%
27,159
Total Homebuilding revenues
3,103,472
18
%
2,623,669
Home sale cost of revenues (a)
(2,181,074)
13
%
(1,935,635)
Land sale and other cost of revenues
(32,002)
30
%
(24,636)
Selling, general, and administrative expenses ("SG&A")
(329,022)
21
%
(271,686)
Loss on debt retirement
—
(b)
(61,469)
Other expense, net
(2,074)
(18)
%
(2,539)
Income before income taxes
$
559,300
71
%
$
327,704
Supplemental data:
Gross margin from home sales
29.0
%
350 bps
25.5
%
SG&A as a percentage of home sale revenues
10.7
%
20 bps
10.5
%
Closings (units)
6,039
—
%
6,044
Average selling price
$
508
18
%
$
430
Net new orders (c):
Units
7,971
(19)
%
9,852
Dollars
$
4,731,272
2
%
$
4,630,317
Cancellation rate
9
%
8
%
Average active communities
777
(7)
%
837
Backlog at March 31:
Units
19,935
5
%
18,966
Dollars
$
11,519,770
31
%
$
8,826,989
(a)Includes the amortization of capitalized interest.
(b)Percentage not meaningful.
(c)Net new order dollars represent a composite of new order dollars combined with other movements of the dollars in backlog related to cancellations and change orders.
Home sale revenues
Home sale revenues in the three months ended March 31, 2022 were higher than the prior year period by $473.8 million. This 18% increase resulted from an 18% increase in average selling price, which reflects the impact of pricing actions taken in response to ongoing robust consumer demand, partially offset by a small increase in the mix of first-time buyer homes, which typically carry a lower sales price. The year-over-year increase in average selling price occurred in substantially all of our markets.
Home sale gross margins
Home sale gross margins were 29.0% in the three months ended March 31, 2022 compared to 25.5% in the three months ended March 31, 2021. Gross margins reflect the robust consumer demand combined with limited supplies of new and existing housing inventory. As a result, the pricing environment remained strong, and has allowed us to offset pressure in house and land costs through pricing actions.
24
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 sale and other revenues and their related gains or losses vary between periods, depending on the timing of land sales and our strategic operating decisions. Land sales and other revenues contributed income of $1.2 million for the three months ended March 31, 2022 compared to $2.5 million for the three months ended March 31, 2021.
SG&A
SG&A as a percentage of home sale revenues was 10.7% in the three months ended March 31, 2022 compared with 10.5% for the three months ended March 31, 2021. The gross dollar amount of our SG&A increased $57.3 million, or 21%, for the three months ended March 31, 2022 compared to March 31, 2021. The increase in gross dollars in 2022 resulted primarily from higher headcount to support the increased number of homes in production and future growth.
Other expense, net
Other expense, net includes 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
2,734
2,498
Total other expense, net
$
(2,074)
$
(2,539)
Net new orders
Net new orders in units decreased 19% while net new orders in dollars increased 2% for the three months ended March 31, 2022 as compared with the prior year period. The decrease in net new order volume in 2022 is due primarily to a 7% decrease in our average community count and Company actions to intentionally moderate sales pace, as more fully discussed above. The cancellation rate (canceled orders for the period divided by gross new orders for the period) was 9% for the three months ended March 31, 2022, and 8% for the same period in 2021. Ending backlog dollars, which represents orders for homes that have not yet closed, increased 31% at March 31, 2022 compared with March 31, 2021, as the result of higher average selling prices coupled with elongated production cycle times, as more fully discussed above.
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Homes in production
The following is a summary of our homes in production:
March 31, 2022
March 31, 2021
Sold
16,088
12,930
Unsold
Under construction
5,117
1,675
Completed
64
123
5,181
1,798
Models
1,276
1,248
Total
22,545
15,976
The number of homes in production at March 31, 2022 was 41% higher than at March 31, 2021. The increase in homes under production is the result of the strong demand environment combined with elongated cycle times, as more fully discussed above, due to supply chain delays for certain materials and labor and obtaining necessary approvals, permits, and inspections from local municipalities. The significantly higher level of unsold homes, or speculative homes, under construction reflects our strategic decision to increase housing starts of speculative units in response to the noted supply chain challenges and to meet demand. The lower unsold completed inventory for the first quarter of 2022 as compared to the prior year period reflected our ability to sell speculative units given the strong demand environment in the first quarter of 2022.
Controlled lots
The following is a summary of our lots under control at March 31, 2022 and December 31, 2021:
March 31, 2022
December 31, 2021
Owned
Optioned
Controlled
Owned
Optioned
Controlled
Northeast
4,321
7,148
11,469
4,422
7,637
12,059
Southeast
15,937
31,691
47,628
15,604
28,887
44,491
Florida
28,360
31,774
60,134
27,654
32,240
59,894
Midwest
12,223
16,781
29,004
11,723
17,118
28,841
Texas
21,962
19,769
41,731
20,538
21,235
41,773
West
29,413
15,163
44,576
29,137
12,101
41,238
Total
112,216
122,326
234,542
109,078
119,218
228,296
48
%
52
%
100
%
48
%
52
%
100
%
Developed (%)
38
%
16
%
27
%
38
%
13
%
25
%
While competition for well-positioned land is robust, we continue to pursue land investments that we believe can achieve appropriate risk-adjusted returns on invested capital and have increased our controlled lot count as the result of the strong demand environment to date. Additionally, we continue to seek to increase the percentage of our lots that are controlled via land option agreements. 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. The remaining purchase price under our land option agreements totaled $6.0 billion at March 31, 2022.
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Homebuilding Segment Operations
As of March 31, 2022, we conducted our operations in over 40 markets located throughout 24 states. 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
Arizona, California, Colorado, Nevada, New Mexico, Washington
The following tables present selected financial information for our reportable Homebuilding segments:
Operating Data by Segment ($000's omitted)
Three Months Ended
March 31,
2022
2022 vs. 2021
2021
Home sale revenues:
Northeast
$
164,329
(7)
%
$
176,417
Southeast
527,811
21
%
436,267
Florida
738,950
23
%
600,942
Midwest
451,203
23
%
365,778
Texas
444,206
19
%
373,261
West
743,814
16
%
643,845
$
3,070,313
18
%
$
2,596,510
Income (loss) before income taxes (a):
Northeast
$
27,399
6
%
$
25,894
Southeast
126,132
77
%
71,322
Florida
160,694
59
%
101,208
Midwest
64,701
22
%
52,864
Texas
83,716
28
%
65,648
West
133,311
35
%
98,832
Other homebuilding (b)
(36,653)
(58)
%
(88,064)
$
559,300
71
%
$
327,704
(a)Includes land-related charges as summarized in the table below.
(b) Other homebuilding includes the amortization of intangible assets and capitalized interest and other items not allocated to the operating 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).
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Operating Data by Segment ($000's omitted)
Three Months Ended
March 31,
2022
2022 vs. 2021
2021
Closings (units):
Northeast
262
(17)
%
317
Southeast
1,026
(3)
%
1,054
Florida
1,433
1
%
1,420
Midwest
944
13
%
839
Texas
1,210
(1)
%
1,225
West
1,164
(2)
%
1,189
6,039
—
%
6,044
Average selling price:
Northeast
$
627
13
%
$
557
Southeast
514
24
%
414
Florida
516
22
%
423
Midwest
478
10
%
436
Texas
367
20
%
305
West
639
18
%
542
$
508
18
%
$
430
Net new orders - units:
Northeast
425
(30)
%
608
Southeast
1,331
(15)
%
1,561
Florida
1,873
(22)
%
2,404
Midwest
1,163
(25)
%
1,561
Texas
1,514
(20)
%
1,892
West
1,665
(9)
%
1,826
7,971
(19)
%
9,852
Net new orders - dollars:
Northeast
$
295,372
(16)
%
$
351,240
Southeast
763,720
8
%
708,295
Florida
1,215,250
7
%
1,134,296
Midwest
611,630
(13)
%
706,430
Texas
643,209
2
%
630,291
West
1,202,091
9
%
1,099,765
$
4,731,272
2
%
$
4,630,317
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Operating Data by Segment ($000's omitted)
Three Months Ended
March 31,
2022
2022 vs. 2021
2021
Cancellation rates:
Northeast
5
%
5
%
Southeast
5
%
6
%
Florida
9
%
9
%
Midwest
8
%
5
%
Texas
13
%
11
%
West
11
%
10
%
9
%
8
%
Unit backlog:
Northeast
951
(24)
%
1,244
Southeast
2,781
(2)
%
2,847
Florida
5,870
27
%
4,638
Midwest
2,907
—
%
2,921
Texas
3,403
(9)
%
3,720
West
4,023
12
%
3,596
19,935
5
%
18,966
Backlog dollars:
Northeast
$
642,274
(13)
%
$
736,146
Southeast
1,598,772
23
%
1,302,937
Florida
3,534,132
64
%
2,161,220
Midwest
1,508,582
13
%
1,331,288
Texas
1,500,605
21
%
1,238,121
West
2,735,405
33
%
2,057,277
$
11,519,770
31
%
$
8,826,989
29
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 inventory 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. Other homebuilding consists primarily of write-offs of capitalized interest related to such land-related charges.
Northeast
For the first quarter of 2022, Northeast home sale revenues decreased by 7% when compared with the prior year period due to a 17% decrease in closings partially offset by a 13% increase in average selling price. The decrease in closings was primarily due to the timing of projects in our Mid-Atlantic operations, while the increase in average selling price occurred across all markets. Income before income taxes increased 6% primarily due to higher gross margins. Net new orders decreased across all markets.
Southeast
For the first quarter of 2022, Southeast home sale revenues increased 21% when compared with the prior year period due to a 24% increase in average selling price partially offset by a 3% decrease in closings. The decrease in closings was primarily due to the timing of projects in our South Carolina operations, while the increase in average selling price occurred across all markets. Income before income taxes increased 77% primarily due to increased revenues, as well as improved gross margins across all markets. Net new orders decreased across the majority of markets.
Florida
For the first quarter of 2022, Florida home sale revenues increased 23% when compared with the prior year period due to a 1% increase in closings combined with a 22% increase in the average selling price. The increase in closings was mixed among markets, while the increase in average selling price occurred across all markets. Income before income taxes increased 59% primarily due to increased revenues, as well as improved gross margins across all markets. Net new orders decreased across all markets.
Midwest
For the first quarter of 2022, Midwest home sale revenues increased 23% when compared with the prior year period due to a 13% increase in closings combined with a 10% increase in average selling price. The increase in closings and average selling price occurred across the majority of markets. Income before income taxes increased 22% primarily due to higher revenues and gross margins. Net new orders decreased across the majority of markets.
Texas
For the first quarter of 2022, Texas home sale revenues increased 19% when compared with the prior year period due to a 20% increase in average selling price partially offset by a 1% decrease in closings. The higher average selling price occurred across all markets. Income before income taxes increased 28% primarily due to higher revenues and gross margins across the majority of markets. Net new orders decreased across all markets.
30
West
For the first quarter of 2022, West home sale revenues increased 16% when compared with the prior year period due to an 18% increase in average selling price partially offset by a 2% decrease in closings. The increase in average selling price occurred across all markets. Income before income taxes increased 35% primarily due to increased revenues and gross margins across the majority of markets. Net new orders decreased across the majority of markets.
Financial Services Operations
We conduct our Financial Services operations, which include mortgage banking, title, and insurance brokerage operations, through Pulte Mortgage LLC ("Pulte Mortgage") and other subsidiaries. In originating mortgage loans, we initially use our own funds, including funds available pursuant to a credit agreement with third parties. Substantially all of the loans we originate are sold in the secondary market within a short period of time after origination, generally within 30 days. We also sell the servicing rights for the loans we originate through fixed price servicing sales contracts to reduce the risks and costs inherent in servicing loans. This strategy results in owning loans and related servicing rights for only a short period of time. Operating as a captive business model primarily targeted to support our Homebuilding operations, the business levels of our Financial Services operations are highly correlated to Homebuilding, as Homebuilding customers continue to account for substantially all of its business. We believe that our mortgage capture rate, which represents loan originations from our Homebuilding operations as a percentage of total loan opportunities from our Homebuilding operations, excluding cash closings, is an important metric in evaluating the effectiveness of our captive mortgage business model. The following tables present selected financial information for our Financial Services operations ($000's omitted):
Three Months Ended
March 31,
2022
2022 vs. 2021
2021
Mortgage revenues
$
63,155
(29)
%
$
89,040
Title services revenues
15,962
11
%
14,333
Insurance brokerage commissions
5,026
83
%
2,749
Total Financial Services revenues
84,143
(21)
%
106,122
Expenses
(43,486)
10
%
(39,674)
Other income (expense), net
(64)
(a)
(100)
Income before income taxes
$
40,593
(39)
%
$
66,348
Total originations:
Loans
4,057
(14)
%
4,708
Principal
$
1,539,897
(2)
%
$
1,564,668
(a)Percentage not meaningful
31
Three Months Ended
March 31,
2022
2021
Supplemental data:
Capture rate
81.0
%
88.3
%
Average FICO score
750
751
Funded origination breakdown:
Government (FHA, VA, USDA)
20
%
21
%
Other agency
72
%
74
%
Total agency
92
%
95
%
Non-agency
8
%
5
%
Total funded originations
100
%
100
%
Revenues
The demand for refinancing within the mortgage industry waned in 2021 and into 2022 as mortgage interest rates began to rise, which led to an increase in competition among lenders and lower margins per loan. As a result, total Financial Services revenues for the three months ended March 31, 2022 decreased 21% compared with the same period in 2021. The decrease occurred as the result of a decrease in the number of loans originated due to the lower capture rate combined with lower revenue per loan resulting from the competitive lending environment. These factors were partially offset by a higher average loan amount as the result of the higher average selling price within Homebuilding.
Income before income taxes
Income before income taxes for the three months ended March 31, 2022 decreased 39% compared to the same period in 2021, primarily as a result of the lower revenue per loan.
Income Taxes
Our effective income tax rate was 24.2% and 22.8% for March 31, 2022 and 2021, respectively. The 2022 effective tax rate is higher than the 2021 effective tax rate for the same period primarily due to the benefit of federal energy efficient home credits in 2021, which expired at December 31, 2021.
Liquidity and Capital Resources
We finance our land acquisition, development, and construction activities and financial services operations using internally-generated funds, supplemented by credit arrangements with third parties and capital market financing. We routinely monitor current and expected operational requirements and financial market conditions to evaluate accessing available financing sources, including revolving bank credit and securities offerings.
At March 31, 2022, we had unrestricted cash and equivalents of $1.1 billion, restricted cash balances of $66.9 million, and $710.1 million available under our Revolving Credit Facility. We follow a diversified investment approach for our cash and equivalents by maintaining such funds with a broad portfolio of banks within our group of relationship banks in high quality, highly liquid, short-term deposits and investments. Our ratio of debt-to-total capitalization, excluding our Financial Services debt, was 21.5% at March 31, 2022, as compared with 21.3% at December 31, 2021.
For the next twelve months, we expect our principal demand for funds will be for the acquisition and development of land inventory, construction of house inventory, and operating expenses, including our general and administrative expenses. The elongation of our production cycle has required a greater investment of cash in our homes under production. Additionally, we plan to continue our dividend payments and repurchases of common stock. Within the next twelve months, we need to repay or refinance Pulte Mortgage's master repurchase agreement. Beyond the next twelve months, we will need to repay or refinance our revolving credit facility, which matures in June 2023, and our unsecured senior notes, the next tranche of which becomes due in 2026.
32
We believe that our current cash position and other available financing resources, coupled with our ongoing operating activities, will provide sufficient liquidity to fund our business needs over the next twelve months and beyond. To the extent the sources of capital described above are insufficient to meet our needs, we may also conduct additional public offerings of our securities, refinance debt, dispose of certain assets to fund our operating activities, or draw on existing or new debt facilities.
Unsecured senior notes
We had $2.0 billion of unsecured senior notes outstanding at both March 31, 2022 and December 31, 2021 with no repayments due until March 2026, when $500.0 million of unsecured senior notes are scheduled to mature.
In the three months ended March 31, 2021, we 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. In the three months ended March 31, 2021, we also retired $426.0 million of senior notes at their scheduled maturity date.
Other notes payable
Other notes payable include non-recourse and limited recourse secured 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%.
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. While there can be no assurances that the Repurchase Agreement can be renewed or replaced on commercially reasonable terms upon its expiration, we believe we have adequate liquidity to meet Pulte Mortgage's anticipated financing needs.
33
Dividends and share repurchase program
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 approved an additional share repurchase authorization of $1.0 billion. At March 31, 2022, we had remaining authorization to repurchase $957.6 million of common shares.
Contractual Obligations
We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the Consolidated Balance Sheet as of March 31, 2022, while others are considered future commitments. Our contractual obligations primarily consist of long-term debt and related interest payments, purchase obligations related to expected acquisitions and development of land, operating leases, and obligations under our various compensation and benefit plans.
We use letters of credit and surety bonds to guarantee our performance under various contracts, principally in connection with the development of our homebuilding projects. The expiration dates of the letter of credit contracts coincide with the expected completion date of the related homebuilding projects. If the obligations related to a project are ongoing, annual extensions of the letters of credit are typically granted on a year-to-year basis. At March 31, 2022, we had outstanding letters of credit totaling $289.9 million. Our surety bonds generally do not have stated expiration dates; rather, we are released from the bonds as the contractual performance is completed. These bonds, which approximated $1.9 billion at March 31, 2022, are typically outstanding over a period of approximately three to five years. 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.
In the ordinary course of business, we enter into land option agreements in order to procure land for the construction of houses in the future. At March 31, 2022, these agreements had an aggregate remaining purchase price of $6.0 billion. 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. At March 31, 2022, outstanding deposits totaled $265.4 million, of which $20.4 million is refundable.
For further information regarding our primary obligations, refer to Note 4 and Note 8 to the Consolidated Financial Statements included elsewhere in this Quarterly Report on 10-Q for amounts outstanding as of March 31, 2022 related to debt and commitments and contingencies, respectively.
Cash flows
Operating activities
Net cash provided by operating activities in the three months ended March 31, 2022 was $207.7 million. Generally, the primary drivers of our cash flow from operations are profitability and changes in the levels of inventory and residential mortgage loans available-for-sale, each of which experiences seasonal fluctuations. The positive cash flow from operations for the three months ended March 31, 2022 was primarily due to our net income of $454.7 million along with a seasonal $436.9 million decrease in residential mortgage loans available for sale, partially offset by a net increase in inventories of $814.8 million, which was primarily attributable to higher house inventory in production resulting from the higher order backlog combined with investment in land inventory to support future growth.
Net cash provided by operating activities in the three months ended March 31, 2021 was $176.7 million. The positive cash flow from operations in three months ended March 31, 2021 was primarily due to our net income of $304.1 million, which included various non-cash items including a loss on debt retirement of $61.5 million,combined with a seasonal $69.9 million decrease in residential mortgage loans available-for-sale, partially offset by a net increase in inventories of $243.9 million, which was primarily attributable to higher house inventory in production resulting from the higher order backlog.
Investing activities
Net cash used in investing activities in the three months ended March 31, 2022 was $48.0 million. These cash outflows primarily reflected a $10.4 million deferred payment related to the 2020 acquisition of Innovative Construction Group ("ICG"),
34
as well as capital expenditures of $30.7 million related to our ongoing investments in new communities, facilities, and certain information technology applications.
Net cash used in investing activities in the three months ended March 31, 2021 was $27.6 million. These cash outflows in 2021 primarily reflected a $10.4 million deferred payment related to the 2020 acquisition of ICG, as well as capital expenditures of $14.8 million related to our ongoing investments in new communities and information technology applications.
Financing activities
Net cash used in financing activities in the three months ended March 31, 2022 totaled $781.4 million. These cash outflows resulted primarily from the repurchase of 10.3 million common shares for $500.0 million under our share repurchase authorization, payments of $37.8 million in cash dividends, and net repayments of $230.0 million under the Repurchase Agreement related to a seasonal reduction in residential mortgage loans available-for-sale.
Net cash used in financing activities in the three months ended March 31, 2021 totaled $1.1 billion. These cash outflows in the three months ended March 31, 2021 resulted primarily from the repurchase of 3.3 million common shares for $153.7 million under our share repurchase authorization, repayments of debt totaling $794.4 million, payments of $37.6 million in cash dividends, and net repayments of $141.0 million for borrowings under the Repurchase Agreement related to a seasonal reduction in residential mortgage loans available-for-sale.
Seasonality
Although significant changes in market conditions have impacted our seasonal patterns in the past and could do so again, we historically experience variability in our quarterly results from operations due to the seasonal nature of the homebuilding industry. We generally experience increases in revenues and cash flow from operations in the fourth quarter based on the timing of home closings. This seasonal activity increases our working capital requirements in our third and fourth quarters to support our home production and loan origination volumes. As a result of the seasonality of our operations, our quarterly results of operations are not necessarily indicative of the results that may be expected for the full year. Additionally, given the disruption in economic activity caused by the COVID-19 pandemic, supply chain challenges, and other macroeconomic factors, our quarterly results for 2022 and 2021 are not necessarily indicative of results that may be achieved in the future.
Supplemental Guarantor Financial Information
As of March 31, 2022, PulteGroup, Inc. had outstanding $2.0 billion principal amount of unsecured senior notes due at dates from March 2026 through February 2035 and no amounts outstanding on its Revolving Credit Facility.
All of our unsecured senior notes and the Revolving Credit Facility are fully and unconditionally guaranteed, on a joint and several basis, by certain subsidiaries of PulteGroup, Inc. ("Guarantors" or "Guarantor Subsidiaries"). Each of the Guarantor Subsidiaries is 100% owned, directly or indirectly, by PulteGroup, Inc. Our subsidiaries associated with our financial services operations and certain other subsidiaries do not guarantee the unsecured senior notes or the Revolving Credit Facility (collectively, "Non-Guarantor Subsidiaries"). The guarantees are senior unsecured obligations of each Guarantor and rank equal with all existing and future senior debt of such Guarantor and senior to all subordinated debt of such Guarantor. The guarantees are effectively subordinated to any secured debt of such Guarantor to the extent of the value of the assets securing such debt.
A court could void or subordinate any Guarantor’s guarantee under the fraudulent conveyance laws if existing or future creditors of any such Guarantor were successful in establishing that such Guarantor:
(a) incurred the guarantee with the intent of hindering, delaying or defrauding creditors; or
(b) received less than reasonably equivalent value or fair consideration in return for incurring the guarantee and, in the case of any one of the following is also true at the time thereof:
•such Guarantor was insolvent or rendered insolvent by reason of the issuance of the incurrence of the guarantee;
•the incurrence of the guarantee left such Guarantor with an unreasonably small amount of capital or assets to carry on its business;
•such Guarantor intended to, or believed that it would, incur debts beyond its ability to pay as they mature;
•such Guarantor was a defendant in an action for money damages, or had a judgment for money damages docketed against it, if the judgment is unsatisfied after final judgment.
35
The measures of insolvency for purposes of determining whether a fraudulent conveyance occurred would vary depending upon the laws of the relevant jurisdiction and upon the valuation assumptions and methodology applied by the court. However, in general, a court would deem a company insolvent if:
•the sum of its debts, including contingent and unliquidated liabilities, was greater than the fair salable value of all of its assets;
•the present fair salable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or
•it could not pay its debts as they became due.
The guarantees of the senior notes contain a provision to limit each Guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. However, under recent case law, this provision may not be effective to protect such guarantee from being voided under fraudulent transfer law or otherwise determined to be unenforceable. If a court were to find that the incurrence of a guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under that guarantee, could subordinate that guarantee to presently existing and future indebtedness of the Guarantor or could require the holders of the senior notes to repay any amounts received with respect to that guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the senior notes.
Finally, as a court of equity, a bankruptcy court may subordinate the claims in respect of the guarantees to other claims against us under the principle of equitable subordination if the court determines that (1) the holder of senior notes engaged in some type of inequitable conduct, (2) the inequitable conduct resulted in injury to our other creditors or conferred an unfair advantage upon the holders of senior notes and (3) equitable subordination is not inconsistent with the provisions of the bankruptcy code.
On the basis of historical financial information, operating history and other factors, we believe that each of the Guarantors, after giving effect to the issuance of the guarantees when such guarantees were issued, was not insolvent, did not have unreasonably small capital for the business in which it engaged and did not and has not incurred debts beyond its ability to pay such debts as they mature. There can be no assurance, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.
The following tables present summarized financial information for PulteGroup, Inc. and the Guarantor Subsidiaries on a combined basis after intercompany transactions and balances have been eliminated among PulteGroup, Inc. and the Guarantor Subsidiaries, as well as their investment in and equity in earnings from the Non-Guarantor Subsidiaries ($000’s omitted):
PulteGroup, Inc. and Guarantor Subsidiaries
Summarized Balance Sheet Data
ASSETS
March 31, 2022
December 31, 2021
Cash, cash equivalents, and restricted cash
$1,115,527
$1,598,328
House and land inventory
9,677,985
8,859,163
Amount due from Non-Guarantor Subsidiaries
—
278,531
Total assets
12,004,377
11,658,352
LIABILITIES
Accounts payable, customer deposits, accrued and other liabilities
$2,908,977
$2,788,465
Notes payable
2,030,108
2,029,044
Amount due to Non-Guarantor Subsidiaries
38,424
—
Total liabilities
5,114,073
4,986,491
36
Three Months Ended
March 31,
Summarized Statement of Operations Data
2022
2021
Revenues
$3,016,422
$2,536,892
Cost of revenues
2,145,499
1,889,395
Selling, general, and administrative expenses
319,439
264,252
Income before income taxes
543,227
315,600
Critical Accounting Estimates
There have been no significant changes to our critical accounting estimates in the three months ended March 31, 2022 compared with those contained in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2021.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Quantitative disclosure
We are subject to market risk on our debt instruments primarily due to fluctuations in interest rates. We utilize both fixed-rate and variable-rate debt. For fixed-rate debt, changes in interest rates generally affect the fair value of the debt instrument but not our earnings or cash flows. Conversely, for variable-rate debt, changes in interest rates generally do not affect the fair value of the debt instrument but could affect our earnings and cash flows. Except in very limited circumstances, we do not have an obligation to prepay fixed-rate debt prior to maturity. As a result, interest rate risk and changes in fair value should not have a significant impact on our fixed-rate debt until we are required or elect to refinance or repurchase such debt.
The following table sets forth the principal cash flows by scheduled maturity, weighted-average interest rates, and estimated fair value of our debt obligations as of March 31, 2022 ($000’s omitted):
As of March 31, 2022 for the Years ending December 31,
2022
2023
2024
2025
2026
Thereafter
Total
Fair Value
Rate-sensitive liabilities:
Fixed rate debt
$
9,355
$
12,555
$
18,979
$
—
$
500,000
$
1,500,000
$
2,040,889
$
2,294,849
Average interest rate
1.07
%
3.55
%
5.28
%
—
%
5.50
%
6.14
%
5.94
%
Variable rate debt (a)
$
396,139
$
—
$
—
$
—
$
—
$
—
$
396,139
$
396,139
Average interest rate
2.20
%
—
%
—
%
—
%
—
%
—
%
2.20
%
(a) Includes the Pulte Mortgage Repurchase Agreement and amounts outstanding under our Revolving Credit facility, under which there was no amount outstanding at March 31, 2022.
Qualitative disclosure
There have been no material changes to the qualitative disclosure found in Item 7A, Quantitative and Qualitative Disclosures about Market Risk, of our Annual Report on Form 10-K for the year ended December 31, 2021.
SPECIAL NOTES CONCERNING FORWARD-LOOKING STATEMENTS
As a cautionary note, except for the historical information contained herein, certain matters discussed in Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, and Item 3, Quantitative and Qualitative Disclosures About Market Risk, are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities, as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or implied by, these statements. You can identify these statements by the fact that they do not relate to matters of a strictly factual or historical nature and generally discuss or relate to forecasts, estimates or other expectations regarding future events. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “plan,”
37
“project,” “may,” “can,” “could,” “might,” "should", “will” and similar expressions identify forward-looking statements, including statements related to any potential impairment charges and the impacts or effects thereof, expected operating and performing results, planned transactions, planned objectives of management, future developments or conditions in the industries in which we participate and other trends, developments and uncertainties that may affect our business in the future.
Such risks, uncertainties and other factors include, among other things: interest rate changes and the availability of mortgage financing; competition within the industries in which we operate; the availability and cost of land and other raw materials used by us in our homebuilding operations; the impact of any changes to our strategy in responding to the cyclical nature of the industry, including any changes regarding our land positions and the levels of our land spend; the availability and cost of insurance covering risks associated with our businesses; shortages and the cost of labor; weather related slowdowns; slow growth initiatives and/or local building moratoria; governmental regulation directed at or affecting the housing market, the homebuilding industry or construction activities; uncertainty in the mortgage lending industry, including revisions to underwriting standards and repurchase requirements associated with the sale of mortgage loans; the interpretation of or changes to tax, labor and environmental laws which could have a greater impact on our effective tax rate or the value of our deferred tax assets than we anticipate; economic changes nationally or in our local markets, including inflation, deflation, changes in consumer confidence and preferences and the state of the market for homes in general; legal or regulatory proceedings or claims; our ability to generate sufficient cash flow in order to successfully implement our capital allocation priorities; required accounting changes; terrorist acts and other acts of war; the negative impact of the COVID-19 pandemic on our financial position and ability to continue our Homebuilding or Financial Services activities at normal levels or at all in impacted areas; the duration, effect and severity of the COVID-19 pandemic; the measures that governmental authorities take to address the COVID-19 pandemic which may precipitate or exacerbate one or more of the above-mentioned and/or other risks and significantly disrupt or prevent us from operating our business in the ordinary course for an extended period of time; and other factors of national, regional and global scale, including those of a political, economic, business and competitive nature. See PulteGroup's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and other public filings with the Securities and Exchange Commission (the "SEC") for a further discussion of these and other risks and uncertainties applicable to our businesses. PulteGroup undertakes no duty to update any forward-looking statement, whether as a result of new information, future events or changes in PulteGroup's expectations.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Management, including our President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2022. Based upon, and as of the date of that evaluation, our President and Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of March 31, 2022.
Management is responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). There was no change in our internal control over financial reporting during the quarter ended March 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There have been no material developments with respect to the information previously reported under Part I, Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2021.
Item 1A. Risk Factors
There have been no material changes in our risk factors from those disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021.
38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Total number of shares purchased (1)
Average price paid per share
Total number of shares purchased as part of publicly announced plans or programs
Approximate dollar value of shares that may yet be purchased under the plans or programs ($000’s omitted) (2)
January 1, 2022 to January 31, 2022
1,213,372
$
53.94
1,213,372
$
1,392,117
February 1, 2022 to February 1, 2022
4,376,931
$
48.60
4,376,931
$
1,179,403
March 1, 2022 to March 31, 2022
4,699,312
$
47.21
4,699,312
$
957,569
Total
10,289,615
$
48.59
10,289,615
(1) In the three months ended March 31, 2022, participants surrendered 0.3 million shares for payment of minimum tax obligations upon the vesting or exercise of previously granted share-based compensation awards. Such shares were not repurchased as part of our publicly-announced share repurchase programs and are excluded from the table above.
(2) The Board of Directors approved a share repurchase authorization increase of $1.0 billion to such authorization on January 31, 2022. There is no expiration date for this program, under which $957.6 million remained as of March 31, 2022.
Any instrument with respect to long-term debt, where the securities authorized thereunder do not exceed 10% of the total assets of PulteGroup, Inc. and its subsidiaries, has not been filed. The Company agrees to furnish a copy of such instruments to the SEC upon request.
Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline XBRL
41
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PULTEGROUP, INC.
/s/ Robert T. O'Shaughnessy
Robert T. O'Shaughnessy
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and duly authorized officer)
