UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) | |||||
OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2024
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) | |||||
OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission File Number 1-9804
PULTEGROUP, INC.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices) (Zip Code) | ||||||||
| Registrant’s telephone number, including area code: | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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):
| 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 July 16, 2024: 207,524,033
1
PULTEGROUP, INC.
TABLE OF CONTENTS
Page No. | ||||||||
| PART I | ||||||||
| Item 1 | ||||||||
| Item 2 | ||||||||
| Item 3 | ||||||||
| Item 4 | ||||||||
| PART II | ||||||||
| Item 1 | ||||||||
| Item 1A | ||||||||
| Item 2 | ||||||||
| Item 5 | ||||||||
| Item 6 | ||||||||
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
PULTEGROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
($000’s omitted)
| June 30, 2024 | December 31, 2023 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Cash and equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Total cash, cash equivalents, and restricted cash | |||||||||||
| House and land inventory | |||||||||||
| Land held for sale | |||||||||||
| Residential mortgage loans available-for-sale | |||||||||||
| Investments in unconsolidated entities | |||||||||||
| Other assets | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets | |||||||||||
| Deferred tax assets | |||||||||||
| $ | $ | ||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Customer deposits | |||||||||||
| Deferred tax liabilities | |||||||||||
| Accrued and other liabilities | |||||||||||
| Financial Services debt | |||||||||||
| Notes payable | |||||||||||
| Shareholders' equity | |||||||||||
| $ | $ | ||||||||||
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 | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Homebuilding | |||||||||||||||||||||||
| Home sale revenues | $ | $ | $ | $ | |||||||||||||||||||
| Land sale and other revenues | |||||||||||||||||||||||
| Financial Services | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Homebuilding Cost of Revenues: | |||||||||||||||||||||||
| Home sale cost of revenues | ( | ( | ( | ( | |||||||||||||||||||
| Land sale and other cost of revenues | ( | ( | ( | ( | |||||||||||||||||||
| ( | ( | ( | ( | ||||||||||||||||||||
| Financial Services expenses | ( | ( | ( | ( | |||||||||||||||||||
| Selling, general, and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||
| Equity income from unconsolidated entities, net | |||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Per share: | |||||||||||||||||||||||
| Basic earnings | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings | $ | $ | $ | $ | |||||||||||||||||||
| Cash dividends declared | $ | $ | $ | $ | |||||||||||||||||||
| Number of shares used in calculation: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
4
PULTEGROUP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(000's omitted)
(Unaudited)
| Additional Paid-in Capital | Retained Earnings | Total | |||||||||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||||||||
| Shares | $ | ||||||||||||||||||||||||||||
| Shareholder's equity, March 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||||||||
| Share issuances | — | — | — | — | |||||||||||||||||||||||||
| Dividends declared | — | — | — | ( | ( | ||||||||||||||||||||||||
| Share repurchases | ( | ( | — | ( | ( | ||||||||||||||||||||||||
| Excise tax on share repurchases | — | — | — | ( | ( | ||||||||||||||||||||||||
| Cash paid for shares withheld for taxes | — | — | — | ( | ( | ||||||||||||||||||||||||
| Share-based compensation | — | — | — | ||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
| Shareholders' equity, June 30, 2024 | $ | $ | $ | $ | |||||||||||||||||||||||||
| Shareholders' equity, December 31, 2023 | $ | $ | $ | $ | |||||||||||||||||||||||||
| Share issuances | — | ||||||||||||||||||||||||||||
| Dividends declared | — | — | — | ( | ( | ||||||||||||||||||||||||
| Share repurchases | ( | ( | — | ( | ( | ||||||||||||||||||||||||
| Excise tax on share repurchases | — | — | — | ( | ( | ||||||||||||||||||||||||
| Cash paid for shares withheld for taxes | — | — | — | ( | ( | ||||||||||||||||||||||||
| Share-based compensation | — | — | — | ||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
| Shareholders' equity, June 30, 2024 | $ | $ | $ | $ | |||||||||||||||||||||||||
5
| Additional Paid-in Capital | Retained Earnings | Total | |||||||||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||||||||
| Shares | $ | ||||||||||||||||||||||||||||
| Shareholder's equity, March 31, 2023 | $ | $ | $ | $ | |||||||||||||||||||||||||
| Share issuances | — | — | — | — | |||||||||||||||||||||||||
| Dividends declared | — | — | — | ( | ( | ||||||||||||||||||||||||
| Share repurchases | ( | ( | — | ( | ( | ||||||||||||||||||||||||
| Excise tax on share repurchases | — | — | — | ( | ( | ||||||||||||||||||||||||
| Cash paid for shares withheld for taxes | — | — | — | ( | ( | ||||||||||||||||||||||||
| Share-based compensation | — | — | — | ||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
| Shareholders' equity, June 30, 2023 | $ | $ | $ | $ | |||||||||||||||||||||||||
| Shareholders' equity, December 31, 2022 | $ | $ | $ | $ | |||||||||||||||||||||||||
| Share issuances | — | ||||||||||||||||||||||||||||
| Dividends declared | — | — | — | ( | ( | ||||||||||||||||||||||||
| Share repurchases | ( | ( | — | ( | ( | ||||||||||||||||||||||||
| Excise tax on share repurchases | — | — | — | ( | ( | ||||||||||||||||||||||||
| Cash paid for shares withheld for taxes | — | — | — | ( | ( | ||||||||||||||||||||||||
| Share-based compensation | — | — | — | ||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
| Shareholders' equity, June 30, 2023 | $ | $ | $ | $ | |||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
6
PULTEGROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
($000’s omitted)
(Unaudited)
| Six Months Ended | |||||||||||
| June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash from operating activities: | |||||||||||
| Deferred income tax expense | |||||||||||
| Land-related charges | |||||||||||
| Depreciation and amortization | |||||||||||
| Equity income from unconsolidated entities | ( | ( | |||||||||
| Distributions of income from unconsolidated entities | |||||||||||
| Share-based compensation expense | |||||||||||
| Other, net | ( | ||||||||||
| Increase (decrease) in cash due to: | |||||||||||
| Inventories | ( | ||||||||||
| Residential mortgage loans available-for-sale | ( | ||||||||||
| Other assets | ( | ( | |||||||||
| Accounts payable, accrued and other liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Investments in unconsolidated entities | ( | ( | |||||||||
| Distributions of capital from unconsolidated entities | |||||||||||
| Other investing activities, net | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Repayments of notes payable | ( | ( | |||||||||
| Financial Services borrowings (repayments), net | ( | ||||||||||
| Proceeds from liabilities related to consolidated inventory not owned | |||||||||||
| Payments related to consolidated inventory not owned | ( | ( | |||||||||
| Share repurchases | ( | ( | |||||||||
| Cash paid for shares withheld for taxes | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | ( | ||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | $ | |||||||||
| Supplemental Cash Flow Information: | |||||||||||
| Interest paid (capitalized), net | $ | $ | |||||||||
| Income taxes paid (refunded), net | $ | $ | |||||||||
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 agency 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, 2023.
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 income, net
Other income, net consists of the following ($000’s omitted):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Write-offs of deposits and pre-acquisition costs | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Amortization of intangible assets | ( | ( | ( | ( | |||||||||||||||||||
| Loss on debt retirement | ( | ( | |||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Miscellaneous, net | |||||||||||||||||||||||
| Other income, net | $ | $ | $ | $ | |||||||||||||||||||
8
PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 $654.4 million and $675.1 million at June 30, 2024 and December 31, 2023, 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.
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 discount points are recognized upon loan origination. Expected gains and losses from the sale of residential mortgage loans and their related servicing rights are included in the measurement of interest rate lock commitments ("IRLCs") that are accounted for at fair value through Financial Services revenues at the time of commitment. Subsequent changes in the fair value of IRLCs and residential mortgage loans available-for-sale 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, and are accrued from the date a mortgage loan is originated until the servicing rights are sold.
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 agency 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. The related contract assets for estimated future renewal commissions are included in other assets and totaled $82.9 million and $74.0 million at June 30, 2024 and December 31, 2023, respectively.
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 June 30, 2024 and December 31, 2023, residential mortgage loans available-for-sale had an aggregate fair value of $569.4 million and $516.1 million, respectively, and an aggregate outstanding principal balance of $570.2 million and $508.5 million, respectively. Net gains from the sale of mortgages were $60.7 million and $48.6 million for the three months ended June 30, 2024 and 2023, respectively, and $111.3 million and $69.2 million for the six months ended June 30, 2024 and 2023, respectively, and have been included in Financial Services revenues.
Derivative instruments and hedging activities
We are party to IRLCs with customers resulting from our mortgage origination operations. At June 30, 2024 and December 31, 2023, we had aggregate IRLCs of $671.1 million and $404.7 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 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 June 30, 2024 and December 31, 2023, we had unexpired forward contracts of $947.0 million and $745.0 million, respectively, and whole loan investor commitments of
9
PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
$408.3 million and $207.9 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.
| June 30, 2024 | December 31, 2023 | ||||||||||||||||||||||
| Other Assets | Accrued and Other Liabilities | Other Assets | Accrued and Other Liabilities | ||||||||||||||||||||
| Interest rate lock commitments | $ | $ | $ | $ | |||||||||||||||||||
| Forward contracts | |||||||||||||||||||||||
| Whole loan commitments | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
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.
| Three Months Ended | Six Months Ended | ||||||||||
| June 30, | June 30, | ||||||||||
| 2023 | 2023 | ||||||||||
| Numerator: | |||||||||||
| Net income | $ | $ | |||||||||
| Less: earnings distributed to participating securities | ( | ( | |||||||||
| Less: undistributed earnings allocated to participating securities | ( | ( | |||||||||
| Numerator for basic earnings per share | $ | $ | |||||||||
| Add back: undistributed earnings allocated to participating securities | |||||||||||
| Less: undistributed earnings reallocated to participating securities | ( | ( | |||||||||
| Numerator for diluted earnings per share | $ | $ | |||||||||
10
PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Credit losses
New accounting pronouncements
In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which requires expanded disclosure of significant segment expenses and other segment items on an annual and interim basis. ASU 2023-07 is effective for us for annual periods beginning on or after January 1, 2024 and interim periods beginning on or after January 1, 2025. We are currently evaluating the impact ASU 2023-07 will have on our financial statement disclosures.
In December 2023, FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"), which requires expanded disclosure of our income tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for us for annual periods beginning on or after January 1, 2025. We are currently evaluating the impact ASU 2023-09 will have on our financial statement disclosures.
2. Inventory
Major components of inventory were as follows ($000’s omitted):
| June 30, 2024 | December 31, 2023 | ||||||||||
| Homes under construction | $ | $ | |||||||||
| Land under development | |||||||||||
| Raw land | |||||||||||
Consolidated inventory not owned (a) | |||||||||||
| $ | $ | ||||||||||
(a) Consolidated inventory not owned includes land sold to third parties for which the Company retains a repurchase option.
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Interest in inventory, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Interest capitalized | |||||||||||||||||||||||
| Interest expensed | ( | ( | ( | ( | |||||||||||||||||||
| Interest in inventory, end of period | $ | $ | $ | $ | |||||||||||||||||||
11
PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 may serve to reduce 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 income, net. See Note 1.
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 June 30, 2024 or December 31, 2023 because we determined that we were not any VIE's 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 June 30, 2024 and December 31, 2023 ($000’s omitted):
| June 30, 2024 | December 31, 2023 | ||||||||||||||||||||||
| Deposits and Pre-acquisition Costs | Remaining Purchase Price | Deposits and Pre-acquisition Costs | Remaining Purchase Price | ||||||||||||||||||||
| Land options with VIEs | $ | $ | $ | $ | |||||||||||||||||||
| Other land options | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
Land-related charges
Our evaluations for land-related charges are based on our best estimates of the future cash flows for 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.
3. Segment information
Our Homebuilding operations are engaged in the acquisition and development of land primarily for residential purposes within the U.S. and the construction of housing on such land. For reporting purposes, our Homebuilding operations are aggregated into six reportable segments:
| Northeast: | Connecticut, Maryland, Massachusetts, New Jersey, Pennsylvania, Virginia | |||||||
| Southeast: | Georgia, North Carolina, South Carolina, Tennessee | |||||||
| Florida: | Florida | |||||||
| Midwest: | Illinois, Indiana, Kentucky, Michigan, Minnesota, Ohio | |||||||
| Texas: | Texas | |||||||
| West: | Arizona, California, Colorado, Nevada, New Mexico, Oregon, Utah, Washington | |||||||
We also have a reportable segment for our Financial Services operations, which consist principally of mortgage banking, title, and insurance agency operations that operate generally in the same markets as the Homebuilding segments.
12
PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| Operating Data by Segment ($000’s omitted) | |||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Northeast | $ | $ | $ | $ | |||||||||||||||||||
| Southeast | |||||||||||||||||||||||
| Florida | |||||||||||||||||||||||
| Midwest | |||||||||||||||||||||||
| Texas | |||||||||||||||||||||||
| West | |||||||||||||||||||||||
| Financial Services | |||||||||||||||||||||||
| Consolidated revenues | $ | $ | $ | $ | |||||||||||||||||||
| Income (loss) before income taxes: | |||||||||||||||||||||||
| Northeast | $ | $ | $ | $ | |||||||||||||||||||
| Southeast | |||||||||||||||||||||||
| Florida | |||||||||||||||||||||||
| Midwest | |||||||||||||||||||||||
| Texas | |||||||||||||||||||||||
| West | |||||||||||||||||||||||
Other homebuilding (a) | |||||||||||||||||||||||
| Financial Services | |||||||||||||||||||||||
| Consolidated income before income taxes | $ | $ | $ | $ | |||||||||||||||||||
(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 insurance reserve reversals of $51.9 million and $78.7 million, respectively, for the three and six months ended June 30, 2024, and $64.9 million for the three months ended June 30, 2023, (see Note 8), and a gain of $37.7 million for the six months ended June 30, 2024 related to the sale of our minority interest in a joint venture.
13
PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| Operating Data by Segment ($000’s omitted) | |||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
Land-related charges (a): | |||||||||||||||||||||||
| Northeast | $ | $ | $ | $ | |||||||||||||||||||
| Southeast | |||||||||||||||||||||||
| Florida | |||||||||||||||||||||||
| Midwest | |||||||||||||||||||||||
| Texas | |||||||||||||||||||||||
| West | |||||||||||||||||||||||
| Other homebuilding | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
(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. Other homebuilding consists primarily of write-offs of capitalized interest related to such land-related charges.
| Operating Data by Segment | |||||||||||||||||||||||||||||||||||
| ($000's omitted) | |||||||||||||||||||||||||||||||||||
| June 30, 2024 | |||||||||||||||||||||||||||||||||||
| Homes Under Construction | Land Under Development | Raw Land | Consolidated Inventory Not Owned | Total Inventory | Total Assets | ||||||||||||||||||||||||||||||
| Northeast | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Southeast | |||||||||||||||||||||||||||||||||||
Florida (a) | |||||||||||||||||||||||||||||||||||
| Midwest | |||||||||||||||||||||||||||||||||||
| Texas | |||||||||||||||||||||||||||||||||||
| West | |||||||||||||||||||||||||||||||||||
Other homebuilding (b) | |||||||||||||||||||||||||||||||||||
| Financial Services | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
14
PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| Operating Data by Segment | |||||||||||||||||||||||||||||||||||
| ($000's omitted) | |||||||||||||||||||||||||||||||||||
| December 31, 2023 | |||||||||||||||||||||||||||||||||||
| Homes Under Construction | Land Under Development | Raw Land | Consolidated Inventory Not Owned | Total Inventory | Total Assets | ||||||||||||||||||||||||||||||
| Northeast | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Southeast | |||||||||||||||||||||||||||||||||||
Florida (a) | |||||||||||||||||||||||||||||||||||
| Midwest | |||||||||||||||||||||||||||||||||||
| Texas | |||||||||||||||||||||||||||||||||||
| West | |||||||||||||||||||||||||||||||||||
Other homebuilding (b) | |||||||||||||||||||||||||||||||||||
| Financial Services | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
(a)Florida includes goodwill of $28.6 million, net of cumulative impairment charges of $20.2 million.
(b)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. Other homebuilding also includes goodwill of $40.4 million.
4. Debt
Notes payable
Our notes payable are summarized as follows ($000’s omitted):
| June 30, 2024 | December 31, 2023 | ||||||||||
| $ | $ | ||||||||||
Net premiums, discounts, and issuance costs (b) | ( | ( | |||||||||
| Total senior notes | $ | $ | |||||||||
| Other notes payable | |||||||||||
| Notes payable | $ | $ | |||||||||
| Estimated fair value | $ | $ | |||||||||
(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 June 30, 2024, we completed repurchases of $193.4 million and $106.6 million aggregate principal amount of our unsecured senior notes scheduled to mature in 2026 and 2027, respectively, through a cash tender offer, bringing our total repurchases in the six months ended June 30, 2024 to $310.2 million.
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 $67.9 million and $71.0 million at June 30, 2024 and December 31, 2023, respectively. These notes have maturities ranging up to six 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 %. We recorded inventory through seller financing of $5.4 million and $17.7 million in the six months ended June 30, 2024 and 2023, respectively.
Revolving credit facility
We maintain a revolving credit facility (the "Revolving Credit Facility") maturing in June 2027 that has a maximum borrowing capacity of $1.3 billion and contains an uncommitted accordion feature that could increase the capacity to $1.8 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, up to the maximum borrowing capacity. The interest rate on borrowings under the Revolving Credit Facility may be based on either the Secured Overnight Financing Rate or a base rate plus an applicable margin, as defined therein. The Revolving Credit Facility contains financial covenants that require us to maintain a minimum Tangible Net Worth and a maximum Debt-to-Capitalization Ratio (as each term is defined in the Revolving Credit Facility). We were in compliance with all covenants and requirements as of June 30, 2024. Outstanding balances under the Revolving Credit Facility are guaranteed by certain of our wholly-owned subsidiaries.
At June 30, 2024, we had no borrowings outstanding, $297.4 million of letters of credit issued, and $952.6 million of remaining capacity under the Revolving Credit Facility. At December 31, 2023, we had no borrowings outstanding, $312.7 million of letters of credit issued, and $937.3 million of remaining capacity under the Revolving Credit Facility.
Joint venture debt
At June 30, 2024, aggregate outstanding debt of unconsolidated joint ventures was $39.1 million, of which $3.7 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
In August 2023, Pulte Mortgage entered into a master repurchase agreement (the "Repurchase Agreement"), which matures on August 14, 2024. The maximum aggregate commitment under the Repurchase Agreement was $700.0 million at June 30, 2024, which continues until maturity. The Repurchase Agreement also contains an accordion feature that could increase the commitment by $50.0 million above its active commitment level. 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. At June 30, 2024, Pulte Mortgage had $524.0 million outstanding at a weighted-average interest rate of 7.14 % and $176.0 million of remaining capacity under the Repurchase Agreement. At December 31, 2023, Pulte Mortgage had $499.6 million outstanding at a weighted-average interest rate of 7.15 % and $350.4 million of remaining capacity under the Repurchase Agreement. Pulte Mortgage was in compliance with all covenants and requirements as of June 30, 2024.
5. Shareholders’ equity
In the six months ended June 30, 2024, we declared cash dividends totaling $84.7 million and repurchased 5.1 million shares under our repurchase authorization for $560.0 million. In the six months ended June 30, 2023, we declared cash dividends totaling $71.8 million and repurchased 6.4 million shares under our repurchase authorization for $400.0 million. On January 30, 2024, the Board of Directors increased our share repurchase authorization by $1.5 billion. At June 30, 2024, we had remaining authorization to repurchase $1.3 billion of common shares.
Under our share-based compensation plans, we accept shares as payment under certain conditions related to the vesting of shares, generally related to the payment of minimum tax obligations. In the six months ended June 30, 2024 and 2023,
16
PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
participants surrendered shares valued at $17.6 million and $10.4 million, respectively, under these plans. Such share transactions are excluded from the above noted share repurchase authorization.
6. Income taxes
Our effective tax rate was 22.8 % and 23.2 % for the three and six months ended June 30, 2024, respectively, compared with 24.4 % and 24.3 % for the same periods in 2023. Our effective tax rate for each of these periods differs from the federal statutory rate primarily due to state income tax expense. Our income tax expense for the three months ended June 30, 2024 also reflects a reduction in income tax liabilities totaling $13.2 million related to the favorable resolution of uncertain state tax positions.
At June 30, 2024 and December 31, 2023, we had net deferred tax liabilities of $326.7 million and $237.4 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 $41.4 million and $58.2 million of gross unrecognized tax benefits at June 30, 2024 and December 31, 2023, respectively. Additionally, we had accrued interest and penalties of $1.8 million and $6.3 million at June 30, 2024 and December 31, 2023, 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. | |||||||
17
PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Our assets and liabilities measured or disclosed at fair value are summarized below ($000’s omitted):
| Financial Instrument | Fair Value Hierarchy | Fair Value | ||||||||||||||||||
| June 30, 2024 | December 31, 2023 | |||||||||||||||||||
| Measured at fair value on a recurring basis: | ||||||||||||||||||||
| Residential mortgage loans available-for-sale | Level 2 | $ | $ | |||||||||||||||||
| IRLCs | Level 2 | ( | ||||||||||||||||||
| Forward contracts | Level 2 | ( | ( | |||||||||||||||||
| Whole loan commitments | Level 2 | ( | ( | |||||||||||||||||
| Measured at fair value on a non-recurring basis: | ||||||||||||||||||||
| House and land inventory | Level 3 | $ | $ | |||||||||||||||||
| Disclosed at fair value: | ||||||||||||||||||||
| Cash, cash equivalents, and restricted cash | Level 1 | $ | $ | |||||||||||||||||
| Financial Services debt | Level 2 | |||||||||||||||||||
| Senior notes payable | Level 2 | |||||||||||||||||||
| Other notes payable | Level 2 | |||||||||||||||||||
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 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 $1.6 billion and $1.9 billion at June 30, 2024 and December 31, 2023, respectively.
8. Commitments and contingencies
Letters of credit and surety bonds
18
PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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.
Warranty liabilities
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Warranty liabilities, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Reserves provided | |||||||||||||||||||||||
| Payments | ( | ( | ( | ( | |||||||||||||||||||
| Other adjustments | |||||||||||||||||||||||
| Warranty liabilities, end of period | $ | $ | $ | $ | |||||||||||||||||||
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.
19
PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Our insurance coverage requires a per occurrence retention 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 numerous 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.
Volatility in both national and local housing market conditions may 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 time 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. 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. We reduced general liability reserves by $51.9 million and $78.7 million during the three and six months ended June 30, 2024, respectively, and $64.9 million during the three months ended June 30, 2023, as a result of changes in estimates resulting from actual claim experience being less than anticipated in previous actuarial projections. The changes in actuarial estimates were driven by changes in actual claims experience that, in turn, impacted actuarial estimates for potential future claims. These changes in actuarial estimates did not involve any changes in actuarial methodology but did impact the development of estimates for future periods, which resulted in adjustments to the IBNR portion of our recorded liabilities. There were no material adjustments to individual claims. 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 | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Reserves provided | |||||||||||||||||||||||
| Adjustments to previously recorded reserves | ( | ( | ( | ( | |||||||||||||||||||
| Payments, net | ( | ( | ( | ( | |||||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | |||||||||||||||||||
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
20
PULTEGROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 $73.8 million and $87.0 million at June 30, 2024, respectively, and $77.4 million and $91.6 million at December 31, 2023, respectively. In the three and six months ended June 30, 2024 we recorded an additional $1.9 million and $5.5 million, respectively, of lease liabilities under operating leases, and $4.4 million and $8.3 million in the comparable prior year periods. Payments on lease liabilities in the three and six months ended June 30, 2024 totaled $5.8 million and $11.7 million, respectively, and $6.0 million and $11.3 million in the comparable prior year periods.
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 and six months ended June 30, 2024 our total lease expense was $15.2 million and $30.2 million, respectively, and $14.3 million and $28.5 million in the comparable prior year periods. Our total lease expense is inclusive of variable lease costs of $2.5 million and $6.1 million in the three and six months ended June 30, 2024, respectively, and $3.2 million and $6.2 million in the comparable prior year periods, as well as short-term lease costs of $6.0 million and $10.8 million in the three and six months ended June 30, 2024, respectively, and $4.5 million and $8.7 million in the comparable prior year periods. Sublease income was de minimis.
The future minimum lease payments required under our leases as of June 30, 2024 were as follows ($000's omitted):
| Years Ending December 31, | |||||
2024 (a) | $ | ||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Thereafter | |||||
Total lease payments (b) | |||||
Less: Interest (c) | ( | ||||
Present value of lease liabilities (d) | $ | ||||
(a)Remaining payments are for the six months ending December 31, 2024.
(b)Lease payments include options to extend lease terms that are reasonably certain of being exercised and exclude $34.3 million of legally binding minimum lease payments for leases signed but not yet commenced at June 30, 2024.
(c)Our leases do not provide a readily determinable implicit rate. As a result, 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 4.8 years and 4.0 %, respectively, at June 30, 2024.
21
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations are provided as a supplement to and should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q as well as our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023.
The following is a summary of our operating results by line of business ($000's omitted, except per share data):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Income before income taxes: | |||||||||||||||||||||||
| Homebuilding | $ | 984,934 | $ | 906,518 | $ | 1,812,598 | $ | 1,594,738 | |||||||||||||||
| Financial Services | 63,378 | 46,495 | 104,357 | 60,397 | |||||||||||||||||||
| Income before income taxes | 1,048,312 | 953,013 | 1,916,955 | 1,655,135 | |||||||||||||||||||
| Income tax expense | (239,179) | (232,668) | (444,846) | (402,531) | |||||||||||||||||||
| Net income | $ | 809,133 | $ | 720,345 | $ | 1,472,109 | $ | 1,252,604 | |||||||||||||||
| Diluted earnings per share | $ | 3.83 | $ | 3.21 | $ | 6.93 | $ | 5.55 | |||||||||||||||
In 2022, the Federal Reserve began raising its benchmark rate in response to persistent inflation that began after the onset of the COVID-19 pandemic. These actions drove national mortgage and other interest rates higher and negatively impacted home affordability and consumer sentiment. Despite this rise in interest rates, demand for new homes generally remained strong during 2023 and into the first quarter of 2024. However, demand began to weaken during the second quarter of 2024, as evidenced by our net new orders, which decreased 4% compared to the comparable prior year period and decreased 9% compared to the first quarter of 2024. While affordability remains challenged for housing due to the higher interest rates, house price increases, and general inflation in recent years, we have responded by adjusting sales prices where necessary and focusing sales incentives on closing cost incentives, and mortgage interest rate buydowns. Additionally, the rate of customer order cancellations that spiked in 2022 in response to higher inflation and interest rate increases has now normalized to historical levels.
We operate our business to generate a consistent cadence of house starts and an appropriate inventory of quick move-in speculative ("spec") homes as we focus on turning our assets and delivering high returns on investment, which has allowed us to achieve an effective balance of price and pace. Within an evolving macroeconomic environment, consumers across all buyer segments and price points have continued demonstrating a strong desire for homeownership despite continued interest rate variability. During 2023 and the first half of 2024, through a combination of our ongoing cost reduction initiatives, construction pacing, and sales strategies that capitalized on periods of strong consumer demand, we were able to achieve historically strong financial results, including record first half of the year earnings during the six months ended June 30, 2024.
The supply chain constraints that arose in connection with the COVID-19 pandemic improved during 2023 and have continued to ease during the first half of 2024, which has contributed to a shortening of our production cycle times. The time required to construct a home was approximately nine weeks shorter at the end of the second quarter of 2024 compared to the comparable prior year period. This decrease in cycle times, coupled with our strong backlog and focus on spec home production, contributed to an increase in closings of 8% and 9% in the second quarter and first half of 2024, respectively, over the comparable prior year periods. While production cycle times remain elevated versus our historical norms due to the availability of certain materials and construction labor along with extended timelines for municipal approvals and inspections in certain geographies, we continue to make progress. Despite the recent improvements, inflation also continues to impact our business. The price of lumber materials, in particular, has been subject to heightened price volatility in recent years, but prices have trended lower in 2024. Due to the length of our construction cycle times, there is a lag between when such cost changes occur and when they impact our operating results. While we expect to see some benefit in our reported financial results in the second half of 2024 from lower lumber prices, we expect that such benefits will be largely offset by higher sales incentives or other pricing actions in response to the recent softening in consumer demand.
We remain focused on taking a measured approach to our capital allocation strategy in order to position ourselves to effectively respond to any potential future volatility in demand. Accordingly, we are focused on protecting liquidity and closely managing our cash flows while also continuing to focus on shareholder returns, including the following actions:
22
–Increasing our lot optionality within our land pipeline for increased flexibility;
–Producing sufficient levels of spec inventory (houses without customer orders) to service buyers seeking to close within 30 to 90 days;
–Maintaining a focus on shareholder return through share buybacks and dividends, including a 25% increase in our dividends from $0.16 to $0.20 per share effective with our January 2024 dividend payment;
–Taking an opportunistic approach to repurchasing debt; and
–Maintaining ample liquidity.
Although we have seen some moderation in demand in the second quarter of 2024 that has continued into July, the limited supply of both new and existing homes for sale, continuing low levels of unemployment, and demographics supporting housing demand remain favorable. We believe our strategic approach with respect to sales incentives, advertising, and our production cadence will enable us to meet consumer demand at the selling prices necessary to turn our inventory, maintain market share, and generate healthy returns. We remain confident in our ability to navigate this environment and to position the Company to take advantage of opportunities as they arise to support future growth and continued profitability and financial strength.
Homebuilding Operations
The following presents selected financial information for our Homebuilding operations ($000’s omitted):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||||||||||||||
| 2024 | 2024 vs. 2023 | 2023 | 2024 | 2024 vs. 2023 | 2023 | ||||||||||||||||||||||||||||||
| Home sale revenues | $ | 4,448,168 | 10 | % | $ | 4,058,930 | $ | 8,267,754 | 10 | % | $ | 7,546,567 | |||||||||||||||||||||||
| Land sale and other revenues | 39,825 | 6 | % | 37,604 | 77,042 | 14 | % | 67,671 | |||||||||||||||||||||||||||
| Total Homebuilding revenues | 4,487,993 | 10 | % | 4,096,534 | 8,344,796 | 10 | % | 7,614,238 | |||||||||||||||||||||||||||
| Home sale cost of revenues | (3,117,482) | 9 | % | (2,856,361) | (5,806,569) | 9 | % | (5,328,690) | |||||||||||||||||||||||||||
| Land sale and other cost of revenues | (38,873) | 20 | % | (32,494) | (75,917) | 32 | % | (57,461) | |||||||||||||||||||||||||||
Selling, general, and administrative expenses ("SG&A") (a) | (361,145) | 15 | % | (314,637) | (718,739) | 10 | % | (651,156) | |||||||||||||||||||||||||||
Equity income (loss) from unconsolidated entities, net (b) | 1,117 | (c) | (110) | 39,019 | (c) | 2,402 | |||||||||||||||||||||||||||||
| Other income, net | 13,324 | (2) | % | 13,586 | 30,008 | (c) | 15,405 | ||||||||||||||||||||||||||||
| Income before income taxes | $ | 984,934 | 9 | % | $ | 906,518 | $ | 1,812,598 | 14 | % | $ | 1,594,738 | |||||||||||||||||||||||
| Supplemental data: | |||||||||||||||||||||||||||||||||||
| Gross margin from home sales | 29.9 | % | 30 bps | 29.6 | % | 29.8 | % | 40 bps | 29.4 | % | |||||||||||||||||||||||||
SG&A as a percentage of home sale revenues (a) | 8.1 | % | 30 bps | 7.8 | % | 8.7 | % | 10 bps | 8.6 | % | |||||||||||||||||||||||||
| Closings (units) | 8,097 | 8 | % | 7,518 | 15,192 | 9 | % | 13,912 | |||||||||||||||||||||||||||
| Average selling price | $ | 549 | 2 | % | $ | 540 | $ | 544 | — | % | $ | 542 | |||||||||||||||||||||||
| Net new orders: | |||||||||||||||||||||||||||||||||||
| Units | 7,649 | (4) | % | 7,947 | 16,028 | 5 | % | 15,301 | |||||||||||||||||||||||||||
Dollars (d) | $ | 4,358,508 | 2 | % | $ | 4,271,008 | $ | 9,057,167 | 12 | % | $ | 8,061,001 | |||||||||||||||||||||||
| Cancellation rate | 14 | % | 13 | % | 13 | % | 15 | % | |||||||||||||||||||||||||||
| Average active communities | 934 | 3 | % | 903 | 932 | 5 | % | 891 | |||||||||||||||||||||||||||
| Backlog at June 30: | |||||||||||||||||||||||||||||||||||
| Units | 12,982 | (4) | % | 13,558 | |||||||||||||||||||||||||||||||
| Dollars | $ | 8,109,128 | (1) | % | $ | 8,188,502 | |||||||||||||||||||||||||||||
(a)SG&A includes insurance reserve reversals of $51.9 million and $78.7 million, respectively, for the three and six months ended June 30, 2024, and $64.9 million for the three months ended June 30, 2023, (see Note 8).
(b)Equity income from unconsolidated entities includes a gain of $37.7 million for the six months ended June 30, 2024 related to the sale of our minority interest in a joint venture.
23
(c)Percentage not meaningful.
(d)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 and six months ended June 30, 2024 were higher than the prior year period by $389.2 million and $721.2 million, respectively. In the three months ended June 30, 2024, the 10% increase resulted from an 8% increase in closings combined with a 2% increase in average selling price. In the six months ended June 30, 2024, the 10% increase resulted primarily from a 9% increase in closings. The increases in closings were primarily attributable to both a strong backlog and initiatives to prioritize quick move-in spec homes to satisfy customer desire to quickly close on homes due to the volatile interest rate environment and to ensure an efficient production cadence of homes. The increase in average selling price during the three months ended June 30, 2024 reflected the impact of consumer demand and persistent inflation, partially offset by a slight increase in the mix of first-time buyer homes, which typically carry a lower sales price.
Home sale gross margins
Home sale gross margins were 29.9% and 29.8% in the three and six months ended June 30, 2024, respectively, compared with 29.6% and 29.4% in the three and six months ended June 30, 2023, respectively. Due to the low supply of new and existing homes for sale, we were generally able to maintain net sales pricing to substantially offset increases in house and land costs and higher sales incentives over these periods.
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 $1.0 million and $1.1 million for the three and six months ended June 30, 2024, respectively, compared with $5.1 million and $10.2 million for the three and six months ended June 30, 2023, respectively.
SG&A
SG&A as a percentage of home sale revenues was 8.1% and 8.7% in the three and six months ended June 30, 2024, respectively, compared with 7.8% and 8.6% for the three and six months ended June 30, 2023, respectively. The gross dollar amount of our SG&A increased $46.5 million, or 15%, for the three months ended June 30, 2024 compared with the prior year period, and increased $67.6 million, or 10%, for the six months ended June 30, 2024 compared with the prior year period. The increases in gross dollars for the three and six months ended June 30, 2024 resulted primarily from overhead costs to support increased production volumes, partially offset by insurance reserve reversals of $51.9 million and $78.7 million recorded in the three and six months ended June 30, 2024, compared with insurance reserve reversals of $64.9 million recorded in the three months ended June 30, 2023.
Other income, net
Other income, net includes the following ($000’s omitted):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Write-offs of deposits and pre-acquisition costs | $ | (3,685) | $ | (1,490) | $ | (7,675) | $ | (7,173) | |||||||||||||||
| Amortization of intangible assets | (2,498) | (2,623) | (5,038) | (5,293) | |||||||||||||||||||
| Loss on debt retirement | (158) | — | (222) | — | |||||||||||||||||||
| Interest income | 17,141 | 15,302 | 34,520 | 22,398 | |||||||||||||||||||
| Interest expense | (117) | (120) | (232) | (227) | |||||||||||||||||||
| Miscellaneous, net | 2,641 | 2,517 | 8,655 | 5,700 | |||||||||||||||||||
| Total other income, net | $ | 13,324 | $ | 13,586 | $ | 30,008 | $ | 15,405 | |||||||||||||||
24
Interest income began to increase significantly in 2023 and has continued to do so into 2024 as the result of higher returns on invested cash balances due to the elevated interest rate environment.
Net new orders
Net new orders in units decreased 4% while net new orders in dollars increased 2% in the three months ended June 30, 2024, as compared with the prior year period. Net new orders in units increased 5% while net new orders in dollars increased 12% in the six months ended June 30, 2024, as compared with the prior year period. The lower net new order volume in the three months ended June 30, 2024 over the comparable prior year period was primarily due to some moderation in consumer demand during the second quarter in response to higher mortgage interest rates, while the increase in net new order dollars was primarily attributable to geographic mix, including our West segment, which carries a higher average selling price. The increased net new order volume and dollars in the six months ended June 30, 2024 over the comparable prior year period was primarily attributable to the higher volumes in our West segment. Cancellation rates (canceled orders for the period divided by gross new orders for the period) were 14% and 13% for the three and six months ended June 30, 2024, respectively, and 13% for 15% in the three and six months ended June 30, 2023, respectively. Cancellation rates began to decrease in 2023 and have now returned to historical levels. Ending backlog dollars, which represents orders for homes that have not yet closed, decreased 1% at June 30, 2024 compared with June 30, 2023.
Homes in production
The following is a summary of our homes in production:
| June 30, 2024 | June 30, 2023 | ||||||||||
| Sold | 10,322 | 10,725 | |||||||||
| Unsold | |||||||||||
| Under construction | 5,692 | 5,028 | |||||||||
| Completed | 1,236 | 987 | |||||||||
| 6,928 | 6,015 | ||||||||||
| Models | 1,511 | 1,382 | |||||||||
| Total | 18,761 | 18,122 | |||||||||
The number of homes in production at June 30, 2024 was 4% higher than at June 30, 2023. This increase was primarily attributable to a higher number of homes under construction and completed homes, which reflects our strategic decision to increase starts of spec units in response to buyer demand for quick move-in homes. This increase was partially offset by a lower number of sold homes in production.
Controlled lots
The following is a summary of our lots under control at June 30, 2024 and December 31, 2023:
| June 30, 2024 | December 31, 2023 | ||||||||||||||||||||||||||||||||||
| Owned | Optioned | Controlled | Owned | Optioned | Controlled | ||||||||||||||||||||||||||||||
| Northeast | 4,411 | 5,870 | 10,281 | 4,204 | 8,718 | 12,922 | |||||||||||||||||||||||||||||
| Southeast | 18,139 | 32,316 | 50,455 | 18,911 | 27,666 | 46,577 | |||||||||||||||||||||||||||||
| Florida | 25,726 | 35,616 | 61,342 | 26,922 | 35,543 | 62,465 | |||||||||||||||||||||||||||||
| Midwest | 11,999 | 17,205 | 29,204 | 12,290 | 14,461 | 26,751 | |||||||||||||||||||||||||||||
| Texas | 16,417 | 16,604 | 33,021 | 16,487 | 17,378 | 33,865 | |||||||||||||||||||||||||||||
| West | 28,546 | 12,455 | 41,001 | 25,701 | 14,349 | 40,050 | |||||||||||||||||||||||||||||
| Total | 105,238 | 120,066 | 225,304 | 104,515 | 118,115 | 222,630 | |||||||||||||||||||||||||||||
| 47 | % | 53 | % | 100 | % | 47 | % | 53 | % | 100 | % | ||||||||||||||||||||||||
| Developed (%) | 45 | % | 21 | % | 32 | % | 45 | % | 18 | % | 31 | % | |||||||||||||||||||||||
25
While competition for well-positioned land is robust, we continued to pursue land investments that we believe can achieve appropriate risk-adjusted returns on invested capital. We have also continued to seek to maintain a high percentage of our lots that are controlled via land option agreements as 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 $7.4 billion at June 30, 2024.
Homebuilding Segment Operations
As of June 30, 2024, we conducted our operations in 46 markets located throughout 26 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 | |||||||
| Florida: | Florida | |||||||
| Midwest: | Illinois, Indiana, Kentucky, Michigan, Minnesota, Ohio | |||||||
| Texas: | Texas | |||||||
| West: | Arizona, California, Colorado, Nevada, New Mexico, Oregon, Utah, Washington | |||||||
The following tables present selected financial information for our reportable Homebuilding segments:
| Operating Data by Segment ($000's omitted) | |||||||||||||||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||||||||||||||
| 2024 | 2024 vs. 2023 | 2023 | 2024 | 2024 vs. 2023 | 2023 | ||||||||||||||||||||||||||||||
| Home sale revenues: | |||||||||||||||||||||||||||||||||||
| Northeast | $ | 257,153 | 12 | % | $ | 229,263 | $ | 457,557 | 2 | % | $ | 449,801 | |||||||||||||||||||||||
| Southeast | 770,587 | 6 | % | 730,214 | 1,487,809 | 9 | % | 1,359,200 | |||||||||||||||||||||||||||
| Florida | 1,294,776 | 7 | % | 1,208,112 | 2,436,451 | 8 | % | 2,261,414 | |||||||||||||||||||||||||||
| Midwest | 651,580 | 37 | % | 474,160 | 1,183,288 | 36 | % | 867,154 | |||||||||||||||||||||||||||
| Texas | 583,303 | (3) | % | 601,303 | 1,107,715 | 2 | % | 1,086,528 | |||||||||||||||||||||||||||
| West | 890,769 | 9 | % | 815,878 | 1,594,934 | 5 | % | 1,522,470 | |||||||||||||||||||||||||||
| $ | 4,448,168 | 10 | % | $ | 4,058,930 | $ | 8,267,754 | 10 | % | $ | 7,546,567 | ||||||||||||||||||||||||
Income (loss) before income taxes (a): | |||||||||||||||||||||||||||||||||||
| Northeast | $ | 60,444 | 18 | % | $ | 51,165 | $ | 100,343 | 2 | % | $ | 97,962 | |||||||||||||||||||||||
| Southeast | 179,772 | — | % | 179,707 | 348,887 | 7 | % | 325,010 | |||||||||||||||||||||||||||
| Florida | 329,230 | 4 | % | 318,066 | 614,229 | 4 | % | 588,803 | |||||||||||||||||||||||||||
| Midwest | 123,366 | 57 | % | 78,381 | 218,128 | 59 | % | 137,285 | |||||||||||||||||||||||||||
| Texas | 108,830 | (14) | % | 126,054 | 203,480 | (1) | % | 206,119 | |||||||||||||||||||||||||||
| West | 133,857 | 33 | % | 100,423 | 223,340 | 12 | % | 200,000 | |||||||||||||||||||||||||||
Other homebuilding (b) | 49,435 | (6) | % | 52,722 | 104,191 | 163 | % | 39,559 | |||||||||||||||||||||||||||
| $ | 984,934 | 9 | % | $ | 906,518 | $ | 1,812,598 | 14 | % | $ | 1,594,738 | ||||||||||||||||||||||||
(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 other segments. Other homebuilding also includes insurance reserve reversals of $51.9 million and $78.7 million, respectively, for the three and six months ended June 30, 2024, and $64.9 million for the three months ended June 30, 2023, (see Note 8), and a gain of $37.7 million for the six months ended June 30, 2024 related to the sale of our minority interest in a joint venture.
26
| Operating Data by Segment ($000's omitted) | |||||||||||||||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||||||||||||||
| 2024 | 2024 vs. 2023 | 2023 | 2024 | 2024 vs. 2023 | 2023 | ||||||||||||||||||||||||||||||
| Closings (units): | |||||||||||||||||||||||||||||||||||
| Northeast | 378 | 20 | % | 315 | 663 | 2 | % | 652 | |||||||||||||||||||||||||||
| Southeast | 1,499 | 7 | % | 1,405 | 2,944 | 14 | % | 2,573 | |||||||||||||||||||||||||||
| Florida | 2,150 | 4 | % | 2,067 | 4,067 | 6 | % | 3,819 | |||||||||||||||||||||||||||
| Midwest | 1,196 | 30 | % | 918 | 2,186 | 31 | % | 1,675 | |||||||||||||||||||||||||||
| Texas | 1,472 | (3) | % | 1,511 | 2,800 | (1) | % | 2,819 | |||||||||||||||||||||||||||
| West | 1,402 | 8 | % | 1,302 | 2,532 | 7 | % | 2,374 | |||||||||||||||||||||||||||
| 8,097 | 8 | % | 7,518 | 15,192 | 9 | % | 13,912 | ||||||||||||||||||||||||||||
| Average selling price: | |||||||||||||||||||||||||||||||||||
| Northeast | $ | 680 | (7) | % | $ | 728 | $ | 690 | — | % | $ | 690 | |||||||||||||||||||||||
| Southeast | 514 | (1) | % | 520 | 505 | (4) | % | 528 | |||||||||||||||||||||||||||
| Florida | 602 | 3 | % | 584 | 599 | 1 | % | 592 | |||||||||||||||||||||||||||
| Midwest | 545 | 5 | % | 517 | 541 | 5 | % | 518 | |||||||||||||||||||||||||||
| Texas | 396 | (1) | % | 398 | 396 | 3 | % | 385 | |||||||||||||||||||||||||||
| West | 635 | 1 | % | 627 | 630 | (2) | % | 641 | |||||||||||||||||||||||||||
| $ | 549 | 2 | % | $ | 540 | $ | 544 | — | % | $ | 542 | ||||||||||||||||||||||||
| Net new orders - units: | |||||||||||||||||||||||||||||||||||
| Northeast | 400 | — | % | 400 | 841 | 7 | % | 785 | |||||||||||||||||||||||||||
| Southeast | 1,396 | (10) | % | 1,556 | 2,790 | (4) | % | 2,903 | |||||||||||||||||||||||||||
| Florida | 1,746 | (9) | % | 1,910 | 3,718 | (2) | % | 3,788 | |||||||||||||||||||||||||||
| Midwest | 1,265 | 1 | % | 1,253 | 2,539 | 9 | % | 2,336 | |||||||||||||||||||||||||||
| Texas | 1,275 | (8) | % | 1,388 | 2,729 | (3) | % | 2,812 | |||||||||||||||||||||||||||
| West | 1,567 | 9 | % | 1,440 | 3,411 | 27 | % | 2,677 | |||||||||||||||||||||||||||
| 7,649 | (4) | % | 7,947 | 16,028 | 5 | % | 15,301 | ||||||||||||||||||||||||||||
| Net new orders - dollars: | |||||||||||||||||||||||||||||||||||
| Northeast | $ | 285,380 | 4 | % | $ | 274,595 | $ | 599,534 | 11 | % | $ | 537,734 | |||||||||||||||||||||||
| Southeast | 728,250 | (7) | % | 783,831 | 1,430,221 | (1) | % | 1,445,103 | |||||||||||||||||||||||||||
| Florida | 1,020,211 | (10) | % | 1,137,901 | 2,201,703 | 1 | % | 2,182,547 | |||||||||||||||||||||||||||
| Midwest | 699,344 | 6 | % | 662,571 | 1,381,019 | 13 | % | 1,227,373 | |||||||||||||||||||||||||||
| Texas | 500,093 | (5) | % | 525,229 | 1,075,810 | 5 | % | 1,025,727 | |||||||||||||||||||||||||||
| West | 1,125,230 | 27 | % | 886,881 | 2,368,880 | 44 | % | 1,642,517 | |||||||||||||||||||||||||||
| $ | 4,358,508 | 2 | % | $ | 4,271,008 | $ | 9,057,167 | 12 | % | $ | 8,061,001 | ||||||||||||||||||||||||
27
| Operating Data by Segment ($000's omitted) | |||||||||||||||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2024 vs. 2023 | 2023 | |||||||||||||||||||||||||||||||
| Cancellation rates: | |||||||||||||||||||||||||||||||||||
| Northeast | 7 | % | 8 | % | 6 | % | 9 | % | |||||||||||||||||||||||||||
| Southeast | 11 | % | 8 | % | 11 | % | 10 | % | |||||||||||||||||||||||||||
| Florida | 15 | % | 15 | % | 15 | % | 16 | % | |||||||||||||||||||||||||||
| Midwest | 10 | % | 9 | % | 9 | % | 10 | % | |||||||||||||||||||||||||||
| Texas | 15 | % | 17 | % | 15 | % | 19 | % | |||||||||||||||||||||||||||
| West | 19 | % | 19 | % | 17 | % | 22 | % | |||||||||||||||||||||||||||
| 14 | % | 13 | % | 13 | % | 15 | % | ||||||||||||||||||||||||||||
| Unit backlog: | |||||||||||||||||||||||||||||||||||
| Northeast | 745 | 23 | % | 607 | |||||||||||||||||||||||||||||||
| Southeast | 2,092 | (6) | % | 2,236 | |||||||||||||||||||||||||||||||
| Florida | 3,443 | (25) | % | 4,610 | |||||||||||||||||||||||||||||||
| Midwest | 2,045 | 2 | % | 2,011 | |||||||||||||||||||||||||||||||
| Texas | 1,566 | (12) | % | 1,782 | |||||||||||||||||||||||||||||||
| West | 3,091 | 34 | % | 2,312 | |||||||||||||||||||||||||||||||
| 12,982 | (4) | % | 13,558 | ||||||||||||||||||||||||||||||||
| Backlog dollars: | |||||||||||||||||||||||||||||||||||
| Northeast | $ | 550,349 | 28 | % | $ | 430,592 | |||||||||||||||||||||||||||||
| Southeast | 1,164,148 | (4) | % | 1,217,721 | |||||||||||||||||||||||||||||||
| Florida | 2,263,079 | (26) | % | 3,052,307 | |||||||||||||||||||||||||||||||
| Midwest | 1,209,234 | 5 | % | 1,147,124 | |||||||||||||||||||||||||||||||
| Texas | 698,484 | (12) | % | 792,999 | |||||||||||||||||||||||||||||||
| West | 2,223,834 | 44 | % | 1,547,759 | |||||||||||||||||||||||||||||||
| $ | 8,109,128 | (1) | % | $ | 8,188,502 | ||||||||||||||||||||||||||||||
28
| Operating Data by Segment ($000’s omitted) | |||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
Land-related charges (a): | |||||||||||||||||||||||
| Northeast | $ | 638 | $ | 44 | $ | 1,604 | $ | 69 | |||||||||||||||
| Southeast | 1,566 | 668 | 2,556 | 3,027 | |||||||||||||||||||
| Florida | 576 | 79 | 917 | 2,092 | |||||||||||||||||||
| Midwest | 287 | 174 | 647 | 604 | |||||||||||||||||||
| Texas | 262 | 214 | 507 | 329 | |||||||||||||||||||
| West | 356 | 3,059 | 1,444 | 3,800 | |||||||||||||||||||
| Other homebuilding | 95 | 189 | 123 | 189 | |||||||||||||||||||
| $ | 3,780 | $ | 4,427 | $ | 7,798 | $ | 10,110 | ||||||||||||||||
(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 second quarter of 2024, Northeast home sale revenues increased by 12% when compared with the prior year period due to a 20% increase in closings partially offset by a 7% decrease in average selling price. The increase in closings and decrease in average selling price occurred across the majority of markets. Income before income taxes increased 18%, primarily due to higher revenues and gross margins across the majority of markets. Net new orders decreased across the majority of markets.
For the six months ended June 30, 2024, Northeast home sale revenues increased by 2% when compared with the prior year period primarily due to a 2% increase in closings which occurred across the majority of markets. Income before income taxes increased 2% primarily due to higher revenues and gross margins across the majority of markets. Net new orders increased across all markets.
Southeast
For the second quarter of 2024, Southeast home sale revenues increased 6% when compared with the prior year period due to a 7% increase in closings partially offset by a 1% decrease in average selling price. The increase in closings occurred across the majority of markets while the decrease in average selling price was mixed among markets. Income before income taxes increased less than 1%, primarily due to higher revenues and higher gross margins across the majority of markets, partially offset by increased overhead costs, which were mixed among markets. The decrease in net new orders occurred across the majority of markets.
For the six months ended June 30, 2024, Southeast home sale revenues increased 9% when compared with the prior year period due to a 14% increase in closings partially offset by a 4% decrease in average selling price. The increase in closings and the decrease in average selling price occurred across the majority of markets. Income before income taxes increased 7% primarily due to higher revenues and gross margins across the majority of markets. Net new orders decreased across the majority of markets.
Florida
For the second quarter of 2024, Florida home sale revenues increased 7% when compared with the prior year period due to a 4% increase in closings combined with a 3% increase in average selling price. The increase in closings and average selling price occurred across the majority of markets. Income before income taxes increased 4%, primarily due to higher revenues and gross margins across the majority of markets. Net new orders decreased across the majority of markets.
29
For the six months ended June 30, 2024, Florida home sale revenues increased 8% when compared with the prior year period due to a 6% increase in closings combined with a 1% increase in the average selling price. The increase in closings and average selling price occurred across the majority of markets. Income before income taxes increased 4% primarily due to higher revenues and gross margins across the majority of markets. Net new orders decreased across the majority of markets.
Midwest
For the second quarter of 2024, Midwest home sale revenues increased 37% when compared with the prior year period due to a 30% increase in closings combined with a 5% increase in average selling price. The increase in closings and average selling price occurred across all markets. Income before income taxes increased 57%, primarily due to higher revenues and higher gross margins across all markets. Net new orders increased across the majority of markets.
For the six months ended June 30, 2024, Midwest home sale revenues increased 36% when compared with the prior year period due to a 31% increase in closings combined with a 5% increase in average selling price. The increase in closings occurred across all markets while the increase in average selling price occurred across the majority of markets. Income before income taxes increased 59% primarily due to increased revenues and higher gross margins across all markets. Net new orders increased across the majority of markets.
Texas
For the second quarter of 2024, Texas home sale revenues decreased 3% when compared with the prior year period due to a 3% decrease in closings combined with a 1% decrease in average selling price. The decrease in closings occurred across all markets while the decrease in average selling price occurred across the majority of markets. Income before income taxes decreased 14%, primarily due to lower revenues and gross margins across the majority of markets. The decrease in net orders was mixed among markets.
For the six months ended June 30, 2024, Texas home sale revenues increased 2% when compared with the prior year period due to a 3% increase in average selling price partially offset by a 1% decrease in closings. The increase in average selling price occurred across the majority of markets while the decrease in closings was mixed among markets. Income before income taxes decreased 1% primarily due to increased overhead costs across the majority of markets. The decrease in net new orders was mixed among markets.
West
For the second quarter of 2024, West home sale revenues increased 9% compared with the prior year period due to an 8% increase in closings combined with a 1% increase in average selling price. The increase in closings and average selling price occurred across the majority of markets. Income before income taxes increased 33%, primarily due to higher revenues and gross margins across the majority of markets. Net new orders increased across the majority of markets.
For the six months ended June 30, 2024, West home sale revenues increased 5% when compared with the prior year period due to a 7% increase in closings partially offset by a 2% decrease in average selling price. The decrease in average selling price was mixed among markets while the increase in closings occurred across the majority of markets. Income before income taxes increased 12% primarily due to higher revenues and increased gross margins across the majority of markets. Net new orders increased across the majority of markets.
Financial Services Operations
We conduct our Financial Services operations, which include mortgage banking, title, and insurance agency operations, through Pulte Mortgage LLC ("Pulte Mortgage") and other subsidiaries. In originating mortgage loans, we initially use our own funds supplemented by 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
30
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 | Six Months Ended | ||||||||||||||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||||||||||||||
| 2024 | 2024 vs. 2023 | 2023 | 2024 | 2024 vs. 2023 | 2023 | ||||||||||||||||||||||||||||||
| Mortgage revenues | $ | 76,967 | 25 | % | $ | 61,616 | $ | 139,992 | 50 | % | $ | 93,381 | |||||||||||||||||||||||
| Title services revenues | 25,405 | 12 | % | 22,596 | 47,224 | 15 | % | 41,091 | |||||||||||||||||||||||||||
| Insurance agency commissions | 9,290 | 16 | % | 8,007 | 16,803 | 7 | % | 15,684 | |||||||||||||||||||||||||||
| Total Financial Services revenues | 111,662 | 21 | % | 92,219 | 204,019 | 36 | % | 150,156 | |||||||||||||||||||||||||||
| Expenses | (49,334) | 5 | % | (46,778) | (100,712) | 11 | % | (90,813) | |||||||||||||||||||||||||||
| Equity income from unconsolidated entities | 1,050 | — | % | 1,054 | 1,050 | — | % | 1,054 | |||||||||||||||||||||||||||
| Income before income taxes | $ | 63,378 | 36 | % | $ | 46,495 | $ | 104,357 | 73 | % | $ | 60,397 | |||||||||||||||||||||||
| Total originations: | |||||||||||||||||||||||||||||||||||
| Loans | 5,105 | 12 | % | 4,539 | 9,437 | 12 | % | 8,408 | |||||||||||||||||||||||||||
| Principal | $ | 2,140,103 | 19 | % | $ | 1,790,977 | $ | 3,895,150 | 18 | % | $ | 3,307,427 | |||||||||||||||||||||||
| Six Months Ended | |||||||||||
| June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Supplemental data: | |||||||||||
| Capture rate | 85.4 | % | 79.1 | % | |||||||
| Average FICO score | 750 | 746 | |||||||||
| Funded origination breakdown: | |||||||||||
| Government (FHA, VA, USDA) | 25 | % | 23 | % | |||||||
| Other agency | 72 | % | 73 | % | |||||||
| Total agency | 97 | % | 96 | % | |||||||
| Non-agency | 3 | % | 4 | % | |||||||
| Total funded originations | 100 | % | 100 | % | |||||||
Revenues
Total Financial Services revenues for the three and six months ended June 30, 2024 increased 21% and 36%, respectively, compared with the same periods in 2023. The increases during 2024 when compared with the prior year periods were primarily due to an increase in origination volumes resulting from higher closings within Homebuilding and improved capture rates. Revenues per loan also increased as the result of a more favorable operating environment for Financial Services. The increased use of closing cost incentives in the form of mortgage interest rate buydowns has also contributed favorably to the Financial Services volumes and revenues per transaction.
Income before income taxes
Income before income taxes in the three and six months ended June 30, 2024 increased 36% and 73%, respectively, compared with the same period in 2023. The increases during the three and six months ended June 30, 2024 when compared with the prior year periods were primarily due to the higher loan origination volume, capture rate, and revenue per transaction.
31
Income Taxes
Our effective income tax rate for the three and six months ended June 30, 2024 was 22.8% and 23.2%, respectively, compared with 24.4% and 24.3% for the same periods in 2023. Our effective tax rate for each of these periods differs from the federal statutory rate primarily due to state income tax expense. Our income tax expense for the three months ended June 30, 2024 also reflects a benefit relating to a reduction in income tax liabilities totaling $13.2 million related to the favorable resolution of uncertain state tax positions.
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 June 30, 2024, we had unrestricted cash and equivalents of $1.4 billion, restricted cash balances of $53.1 million, and $952.6 million available under our Revolving Credit Facility. Our ratio of debt-to-total capitalization, excluding our Financial Services debt, was 12.8% at June 30, 2024, compared with 15.9% at December 31, 2023. We follow a diversified investment approach for our cash and equivalents by maintaining such funds with a portfolio of banks within our group of relationship banks in high quality, highly liquid, short-term deposits and investments, which helps mitigate banking concentration risk.
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 increase in sales and related increased pace in starts, coupled with the elongation of our production cycle compared to historical levels, 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. In August 2024, we need to repay or refinance Pulte Mortgage's master repurchase agreement with third-party lenders (as amended, the "Repurchase Agreement"). While we intend to refinance the Repurchase Agreement, there can be no assurances that the Repurchase Agreement can be renewed or replaced on commercially reasonable terms upon its expiration. However, we believe we have adequate liquidity to meet Pulte Mortgage's anticipated financing needs. Beyond the next twelve months, we will need to repay or refinance our Revolving Credit Facility, which matures in June 2027, and our unsecured senior notes, the next tranche of which becomes due in 2026. We may from time to time repurchase our unsecured senior notes through open market purchases, privately negotiated transactions, or otherwise. In the three months ended June 30, 2024, we completed repurchases of $193.4 million and $106.6 million of our unsecured senior notes scheduled to mature in 2026 and 2027, respectively, through a cash tender offer, bringing our total repurchases in the six months ended June 30, 2024 to $310.2 million.
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 $1.6 billion and $1.9 billion of unsecured senior notes outstanding at June 30, 2024 and December 31, 2023, respectively, with no repayments due until March 2026, when $251.9 million of unsecured senior notes are scheduled to mature.
Other notes payable
Other notes payable include non-recourse and limited recourse secured notes with third parties that totaled $67.9 million and $71.0 million at June 30, 2024 and December 31, 2023, respectively. These notes have maturities ranging up to six 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 2027 that has a maximum borrowing capacity of $1.3 billion and contains an uncommitted accordion feature that could increase the capacity to $1.8 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, up to the
32
maximum borrowing capacity. The interest rate on borrowings under the Revolving Credit Facility may be based on either the Secured Overnight Financing Rate or a base rate plus an applicable margin, as defined therein. The Revolving Credit Facility contains financial covenants that require us to maintain a minimum Tangible Net Worth and a maximum Debt-to-Capitalization Ratio (as each term is defined in the Revolving Credit Facility). We were in compliance with all covenants and requirements as of June 30, 2024. Outstanding balances under the Revolving Credit Facility are guaranteed by certain of our wholly-owned subsidiaries.
At June 30, 2024, we had no borrowings outstanding, $297.4 million of letters of credit issued, and $952.6 million of remaining capacity under the Revolving Credit Facility. At December 31, 2023, we had no borrowings outstanding, $312.7 million of letters of credit issued, and $937.3 million of remaining capacity under the Revolving Credit Facility.
Joint venture debt
At June 30, 2024, aggregate outstanding debt of unconsolidated joint ventures was $39.1 million, of which $3.7 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 pursuant to which our maximum financial loss exposure is limited to our pro rata share of the debt outstanding.
Financial Services debt
In August 2023, Pulte Mortgage entered into the Repurchase Agreement, which matures on August 14, 2024. The maximum aggregate commitment under the Repurchase Agreement was $700.0 million at June 30, 2024, which continues until maturity. The Repurchase Agreement also contains an accordion feature that could increase the commitment by $50.0 million above its active commitment level. 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. At June 30, 2024, Pulte Mortgage had $524.0 million outstanding at a weighted-average interest rate of 7.14% and $176.0 million of remaining capacity under the Repurchase Agreement. At December 31, 2023, Pulte Mortgage had $499.6 million outstanding at a weighted-average interest rate of 7.15% and $350.4 million of remaining capacity under the prior agreement replaced by the Repurchase Agreement. Pulte Mortgage was in compliance with all covenants and requirements as of June 30, 2024.
Dividends and share repurchase program
In the six months ended June 30, 2024, we declared cash dividends totaling $84.7 million and repurchased 5.1 million shares under our repurchase authorization for $560.0 million. In the six months ended June 30, 2023, we declared cash dividends totaling $71.8 million and repurchased 6.4 million shares under our repurchase authorization for $400.0 million. On January 30, 2024, the Board of Directors increased our share repurchase authorization by $1.5 billion. At June 30, 2024, we had remaining authorization to repurchase $1.3 billion 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 June 30, 2024, 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, house construction costs, 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 and insurance programs. The expiration dates of the letter of credit contracts coincide with the expected completion date of the related homebuilding projects and insurance programs. If the obligations related to a project or program are ongoing, annual extensions of the letters of credit are typically granted on a year-to-year basis. At June 30, 2024, we had outstanding letters of credit totaling $297.4 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 $2.7 billion at June 30, 2024, 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.
33
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 June 30, 2024, these agreements had an aggregate remaining purchase price of $7.4 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 June 30, 2024, outstanding deposits totaled $488.6 million, of which $23.6 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 June 30, 2024 related to debt and commitments and contingencies, respectively.
Cash flows
Operating activities
Net cash provided by operating activities in the six months ended June 30, 2024 was $657.3 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 cash inflows from operations for the six months ended June 30, 2024 were primarily due to net income of $1.5 billion, partially offset by a net increase in inventories of $473.7 million, which was primarily attributable to the increased number of homes in production coupled with land acquisition and development spend to support future growth, and a $55.3 million increase in residential mortgage loans available due to higher loan origination volumes.
Net cash provided by operating activities in the six months ended June 30, 2023 was $1.5 billion. The cash inflows from operations for the six months ended June 30, 2023 were primarily due to net income of $1.3 billion along with a seasonal $244.5 million decrease in residential mortgage loans available-for-sale.
Investing activities
Net cash used in investing activities in the six months ended June 30, 2024 was $66.2 million. These cash outflows primarily resulted from capital expenditures of $55.3 million related to our ongoing investments in new communities, facilities, and information technology applications.
Net cash used in investing activities in the six months ended June 30, 2023 was $54.0 million. These cash outflows primarily related to capital expenditures of $45.1 million related to our ongoing investments in new communities, facilities, and information technology applications.
Financing activities
Net cash used in financing activities in the six months ended June 30, 2024 totaled $994.3 million. These cash outflows resulted primarily from the repurchase of 5.1 million common shares for $560.0 million under our share repurchase authorization, payments of $84.9 million in cash dividends, payments of $70.6 million related to consolidated inventory not owned, and $318.3 million of repayments of notes payable, partially offset by net Financial Services borrowings of $24.4 million related to an increase in residential mortgage loans available-for-sale.
Net cash used in financing activities in the six months ended June 30, 2023 totaled $713.4 million. These cash outflows resulted primarily from the repurchase of 6.4 million common shares for $400.0 million under our share repurchase authorization, payments of $72.3 million in cash dividends, and net Financial Services repayments of $271.1 million 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.
34
Supplemental Guarantor Financial Information
As of June 30, 2024, PulteGroup, Inc. had outstanding $1.6 billion principal amount of unsecured senior notes due at dates from March 2026 through February 2035 and no borrowings outstanding, $297.4 million of letters of credit issued, and $952.6 million of remaining capacity 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 being 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; or
•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.
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 saleable value of all of its assets;
•the present fair saleable 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, holders 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
35
they mature. We cannot provide 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 | June 30, 2024 | December 31, 2023 | |||||||||
| Cash, cash equivalents, and restricted cash | $1,214,338 | $1,471,293 | |||||||||
| House and land inventory | 11,967,303 | 11,474,861 | |||||||||
| Amount due from Non-Guarantor Subsidiaries | 781,914 | 839,673 | |||||||||
| Total assets | 14,957,637 | 14,451,614 | |||||||||
| LIABILITIES | |||||||||||
| Accounts payable, customer deposits, accrued and other liabilities | $2,721,406 | $2,810,832 | |||||||||
| Notes payable | 1,650,178 | 1,962,218 | |||||||||
| Total liabilities | 4,756,096 | 5,078,696 | |||||||||
| Six Months Ended | |||||||||||
| June 30, | |||||||||||
| Summarized Statement of Operations Data | 2024 | 2023 | |||||||||
| Revenues | $8,223,331 | $7,454,291 | |||||||||
| Cost of revenues | 5,778,838 | 5,246,601 | |||||||||
| Selling, general, and administrative expenses | 704,832 | 640,039 | |||||||||
| Income before income taxes | 1,774,676 | 1,555,760 | |||||||||
Critical Accounting Estimates
There have been no significant changes to our critical accounting estimates in the six months ended June 30, 2024 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, 2023.
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 June 30, 2024 ($000’s omitted):
36
| As of June 30, 2024 for the Years ending December 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2025 | 2026 | 2027 | 2028 | Thereafter | Total | Fair Value | ||||||||||||||||||||||||||||||||||||||||
| Rate-sensitive liabilities: | |||||||||||||||||||||||||||||||||||||||||||||||
| Fixed rate debt | $ | 37,772 | $ | 10,828 | $ | 262,490 | $ | 337,277 | $ | 4,340 | $ | 1,004,341 | $ | 1,657,048 | $ | 1,734,524 | |||||||||||||||||||||||||||||||
| Average interest rate | 3.14 | % | 2.71 | % | 5.42 | % | 5.00 | % | 5.00 | % | 6.71 | % | 6.04 | % | |||||||||||||||||||||||||||||||||
| Variable rate debt (a) | $ | 524,042 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 524,042 | $ | 524,042 | |||||||||||||||||||||||||||||||
| Average interest rate | 7.14 | % | — | % | — | % | — | % | — | % | — | % | 7.14 | % | |||||||||||||||||||||||||||||||||
(a) Includes the Repurchase Agreement and amounts outstanding under our Revolving Credit Facility, under which there was no amount outstanding at June 30, 2024.
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, 2023.
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,” “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; the impact of any changes to our strategy in responding to the cyclical nature of the industry or deteriorations in industry changes or downward changes in general economic or other business conditions, including any changes regarding our land positions and the levels of our land spend; 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; labor supply shortages and the cost of labor; the availability and cost of land and other raw materials used by us in our homebuilding operations; a decline in the value of the land and home inventories we maintain and resulting possible future writedowns of the carrying value of our real estate assets; competition within the industries in which we operate; governmental regulation directed at or affecting the housing market, the homebuilding industry or construction activities, slow growth initiatives and/or local building moratoria; the availability and cost of insurance covering risks associated with our businesses, including warranty and other legal or regulatory proceedings or claims; damage from improper acts of persons over whom we do not have control or attempts to impose liabilities or obligations of third parties on us; weather related slowdowns; the impact of climate change and related governmental regulation; adverse capital and credit market conditions, which may affect our access to and cost of capital; the insufficiency of our income tax provisions and tax reserves, including as a result of changing laws or interpretations; the potential that we do not realize our deferred tax assets; our inability to sell mortgages into the secondary market; uncertainty in the mortgage lending industry, including revisions to underwriting standards and repurchase requirements associated with the sale of mortgage loans, and related claims against us; risks related to information technology failures, data security issues, and the effect of cybersecurity incidents and threats; the impact of negative publicity on sales; failure to retain key personnel; the impairment of our intangible assets; the disruptions associated with the COVID-19 pandemic (or another epidemic or pandemic or similar public threat or fear of such an event), and the measures taken to address it; and other factors of national, regional and global scale, including those of a political, economic, business and competitive nature. See Item 1A – Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for a further discussion of these and other risks and uncertainties applicable to our businesses. We undertake no duty to update any forward-looking statement, whether as a result of new information, future events or changes in our expectations.
37
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 June 30, 2024. 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 June 30, 2024.
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 June 30, 2024 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, 2023.
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, 2023.
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) | ||||||||||||||||||||
| April 1, 2024 to April 30, 2024 | 758,165 | $ | 111.83 | 758,165 | $ | 1,552,271 | |||||||||||||||||
| May 1, 2024 to May 31, 2024 | 1,025,947 | $ | 116.20 | 1,025,947 | $ | 1,433,061 | |||||||||||||||||
| June 1, 2024 to June 30, 2024 | 976,727 | $ | 112.79 | 976,727 | $ | 1,322,897 | |||||||||||||||||
| Total | 2,760,839 | $ | 113.79 | 2,760,839 | |||||||||||||||||||
(1) During 2024, participants surrendered 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 $1.5 billion on January 30, 2024. There is no expiration date for this program, under which $1.3 billion remained as of June 30, 2024.
Item 5. Other Information
During the period covered by this Quarterly Report on Form 10-Q, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
38
Item 6. Exhibits
Exhibit Number and Description
| 3 | (a) | |||||||||||||
| (b) | ||||||||||||||
| (c) | ||||||||||||||
| (d) | ||||||||||||||
| (e) | ||||||||||||||
| (f) | ||||||||||||||
| 4 | (a) | 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. | ||||||||||||
| (b) | ||||||||||||||
| (c) | ||||||||||||||
| (d) | ||||||||||||||
| (e) | ||||||||||||||
| (f) | ||||||||||||||
| (g) | ||||||||||||||
| 22 | (a) | |||||||||||||
| 31 | (a) | |||||||||||||
| (b) | ||||||||||||||
| 32 | ||||||||||||||
| 101.INS | 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 | |||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||||||||
39
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||
| 104 | The cover page from this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline XBRL | |||||||||||||
40
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) | ||||||||
| Date: | July 23, 2024 | |||||||
41