PulteGroup 10-Q 2022-09-30

Filed 2022-10-25. 7 sections, 198K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

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 September 30, 2022

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-9804

phm-20220930_g1.jpg

PULTEGROUP, INC.

(Exact name of registrant as specified in its charter)

Michigan38-2766606
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
3350 Peachtree Road NE, Suite 1500
Atlanta,Georgia30326
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:404978-6400

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares, par value $0.01PHMNew York Stock Exchange
Series A Junior Participating Preferred Share Purchase RightsNew York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging 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 October 18, 2022: 227,819,724

PULTEGROUP, INC.

TABLE OF CONTENTS

Page No.
PART IFINANCIAL INFORMATION
Item 1Financial Statements
Condensed Consolidated Balance Sheets at September 30, 2022 and December 31, 20213
Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 20214
Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2022 and 20215
Consolidated Statements of Shareholders' Equity for the three and nine months ended September 30, 2022 and 20216
Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 20218
Notes to Condensed Consolidated Financial Statements9
Item 2Management's Discussion and Analysis of Financial Condition and Results of Operations23
Item 3Quantitative and Qualitative Disclosures About Market Risk39
Item 4Controls and Procedures40
PART IIOTHER INFORMATION41
Item 1Legal Proceedings41
Item 1ARisk Factors41
Item 2Unregistered Sales of Equity Securities and Use of Proceeds41
Item 6Exhibits42
Signatures44

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PULTEGROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

($000’s omitted)

September 30, 2022December 31, 2021
(Unaudited)
ASSETS
Cash and equivalents$231,301$1,779,088
Restricted cash60,09754,477
Total cash, cash equivalents, and restricted cash291,3981,833,565
House and land inventory11,773,0779,047,569
Land held for sale36,99729,276
Residential mortgage loans available-for-sale438,205947,139
Investments in unconsolidated entities158,08598,155
Other assets1,266,3601,110,966
Intangible assets138,571146,923
Deferred tax assets109,151139,038
$14,211,844$13,352,631
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Accounts payable$599,357$621,168
Customer deposits979,528844,785
Deferred tax liabilities179,141165,519
Accrued and other liabilities1,587,4581,576,478
Financial Services debt338,190626,123
Revolving credit facility319,000—
Notes payable2,045,1672,029,043
6,047,8415,863,116
Shareholders' equity8,164,0037,489,515
$14,211,844$13,352,631

See accompanying Notes to Condensed Consolidated Financial Statements.

PULTEGROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(000’s omitted, except per share data)

(Unaudited)

Three Months EndedNine Months Ended
September 30,September 30,
2022202120222021
Revenues:
Homebuilding
Home sale revenues$3,840,449$3,324,483$10,720,364$9,156,371
Land sale and other revenues30,65863,08597,626123,321
3,871,1073,387,56810,817,9909,279,692
Financial Services72,70991,482239,627288,632
Total revenues3,943,8163,479,05011,057,6179,568,324
Homebuilding Cost of Revenues:
Home sale cost of revenues(2,685,596)(2,443,074)(7,498,027)(6,754,204)
Land sale and other cost of revenues(26,314)(47,483)(89,971)(103,313)
(2,711,910)(2,490,557)(7,587,998)(6,857,517)
Financial Services expenses(45,323)(42,835)(132,655)(122,921)
Selling, general, and administrative expenses(350,112)(320,506)(1,030,391)(864,478)
Loss on debt retirement———(61,469)
Other expense, net(25,194)(4,750)(30,830)(8,011)
Income before income taxes811,277620,4022,275,7431,653,928
Income tax expense(183,349)(144,853)(540,657)(370,873)
Net income$627,928$475,549$1,735,086$1,283,055
Per share:
Basic earnings$2.70$1.83$7.26$4.86
Diluted earnings$2.69$1.82$7.22$4.85
Cash dividends declared$0.15$0.14$0.45$0.42
Number of shares used in calculation:
Basic230,967258,147237,639261,854
Effect of dilutive securities1,3337521,240668
Diluted232,300258,899238,879262,522

See accompanying Notes to Condensed Consolidated Financial Statements.

PULTEGROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

($000’s omitted)

(Unaudited)

Three Months EndedNine Months Ended
September 30,September 30,
2022202120222021
Net income$627,928$475,549$1,735,086$1,283,055
Other comprehensive income, net of tax:
Change in value of derivatives—254575
Other comprehensive income—254575
Comprehensive income$627,928$475,574$1,735,131$1,283,130

See accompanying Notes to Condensed Consolidated Financial Statements.

PULTEGROUP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(000's omitted)

(Unaudited)

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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, 2021.

Our home sales revenues increased 16% and 17% for the three and nine months ended September 30, 2022 over the comparable prior year periods, respectively, while our gross margins increased 360 bps and 390 bps, respectively, over the same periods. These results were driven by increases in selling prices in response to robust consumer demand in 2021 and early 2022 when the majority of the homes closed in the three and nine months ended September 30, 2022 were placed under contract with the customers. However, the strength of new home demand has progressively declined during 2022 as the Federal Reserve increased benchmark interest rates in response to inflation, which, in turn, drove national mortgage and other interest rates higher, impacting home affordability and consumer sentiment. These increases in interest rates, along with ongoing high inflation, disruptions related to the conflict in Ukraine, and other macroeconomic factors, have tempered new home demand in all of our markets. As a result, net new orders declined 28% and 23% in the three and nine months ended September 30, 2022, respectively, compared with the prior year periods. Our order backlog at September 30, 2022 remained high relative to historical levels, but decreased 11% and 5% in units from June 30, 2022 and December 31, 2021, respectively. These decreases in backlog were driven by the aforementioned lower new orders, combined with an increasing cancellation rate, which increased to 24% in the three months ended September 30, 2022, compared to 10% in the comparable prior year period.

Supply chain constraints that began after the onset of the COVID-19 pandemic have continued to limit the availability of certain materials and construction labor, which, combined with delays in municipal approvals and inspections, continue to pressure production cycle times of the homes we are constructing. The time required to construct a home was approximately seven weeks longer in the third quarter of 2022 as compared with the prior year period and approximately one week longer than the second quarter of 2022. The noted supply chain and labor issues have led to significant cost pressures in almost all areas of our business, but especially related to construction labor and materials. In 2021 and the first half of 2022, we were able to increase pricing to offset the majority of such cost increases, but pricing will be significantly more challenged in the near term given the lower demand for new homes.

In response to the significant shift in market conditions in 2022, we have slowed the pace of our housing starts, have increased sales incentives, and are taking additional pricing actions in many of our communities. We are updating the underwriting for each of our land option contracts prior to buying additional land and have recently made decisions to walk away from a number of land option agreements, which resulted in write-offs of deposits and pre-acquisition costs totaling $24.5 million in the three months ended September 30, 2022. We will be working with our trade partners to update the costs for materials, labor, and services to reflect current market conditions and will adjust our overhead cost structure as necessary to align with demand. We expect that the more challenging environment for new residential housing will continue through at least 2023 and will result in lower revenues and profitability during those periods. Despite these conditions, there remains a housing shortage across the United States, and we are confident in our ability to navigate this environment and to position the Company to take advantage of opportunities as they arise.

Consolidated Operations

The following is a summary of our operating results by line of business ($000's omitted, except per share data):

Three Months EndedNine Months Ended
September 30,September 30,
2022202120222021
Income before income taxes:
Homebuilding$783,763$571,763$2,167,562$1,487,486
Financial Services27,51448,639108,181166,442
Income before income taxes811,277620,4022,275,7431,653,928
Income tax expense(183,349)(144,853)(540,657)(370,873)
Net income$627,928$475,549$1,735,086$1,283,055
Per share data - assuming dilution:
Net income$2.69$1.82$7.22$4.85

*•*Homebuilding income before income taxes in the three and nine months ended September 30, 2022 increased 37% and 46% compared with the same periods in 2021, respectively. The results are primarily the result of a significantly higher average selling price and gross margin partially offset by higher write-offs of land deposits and pre-acquisition costs. Results for the nine months ended September 30, 2021 also include insurance reserve reversals of $56.6 million and a loss on debt retirement of $61.5 million (see Note 8 and Note 4, respectively).

  • Financial Services income before income taxes in the three and nine months ended September 30, 2022 decreased 43% and 35% compared to the same periods in 2021, respectively, primarily as the result of a lower capture rate and revenue per loan due to increased competitiveness in the mortgage industry in 2022.

*•*Our effective tax rate in the three and nine months ended September 30, 2022 was 22.6% and 23.8%, respectively, compared to 23.3% and 22.4%, respectively, for the same periods in 2021. Our effective tax rate for each of these periods differs from the federal statutory rate primarily due to state income tax expense and benefits associated with federal energy efficient home credits, while the 2021 tax rate also included a benefit associated with a reduction in valuation allowances relating to projected utilization of certain state net operating loss carryforwards.

Homebuilding Operations

The following presents selected financial information for our Homebuilding operations ($000’s omitted):

Three Months EndedNine Months Ended
September 30,September 30,

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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 September 30, 2022 ($000’s omitted):

As of September 30, 2022 for the Years ending December 31,
20222023202420252026ThereafterTotalFair Value
Rate-sensitive liabilities:
Fixed rate debt$4,500$16,341$30,792$—$503,595$1,500,000$2,055,228$2,000,378
Average interest rate—%3.13%4.27%—%5.49%6.14%5.92%
Variable rate debt (a)$338,190$—$—$—$—$319,000$657,190$657,190
Average interest rate4.03%—%—%—%—%3.36%3.71%

(a) Includes the Pulte Mortgage Repurchase Agreement and amounts outstanding under our Revolving Credit Facility.

Qualitative disclosure

There have been no material changes to the qualitative disclosure found in Item 7A, Quantitative and Qualitative Disclosures about Market Risk, of our Annual Report on Form 10-K for the year ended December 31, 2021.

SPECIAL NOTES CONCERNING FORWARD-LOOKING STATEMENTS

As a cautionary note, except for the historical information contained herein, certain matters discussed in Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, and Item 3, Quantitative and Qualitative Disclosures About Market Risk, are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities, as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or implied by, these statements. You can identify these statements by the fact that they do not relate to matters of a strictly factual or historical nature and generally discuss or relate to forecasts, estimates or

other expectations regarding future events. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “project,” “may,” “can,” “could,” “might,” “should,” “will” and similar expressions identify forward-looking statements, including statements related to any potential impairment charges and the impacts or effects thereof, expected operating and performing results, planned transactions, planned objectives of management, future developments or conditions in the industries in which we participate and other trends, developments and uncertainties that may affect our business in the future.

Such risks, uncertainties and other factors include, among other things: interest rate changes and the availability of mortgage financing; competition within the industries in which we operate; including as it relates to our ability to take pricing actions to offset rising expenses; the availability and cost of land and other raw materials used by us in our homebuilding operations; the impact of any changes to our strategy in responding to the cyclical nature of the industry, including any changes regarding our land positions and the levels of our land spend; the availability and cost of insurance covering risks associated with our businesses; shortages and the cost of labor; weather related slowdowns; slow growth initiatives and/or local building moratoria; governmental regulation directed at or affecting the housing market, the homebuilding industry or construction activities; uncertainty in the mortgage lending industry, including revisions to underwriting standards and repurchase requirements associated with the sale of mortgage loans; the interpretation of or changes to tax, labor and environmental laws which could have a greater impact on our effective tax rate or the value of our deferred tax assets than we anticipate; economic changes nationally or in our local markets, including inflation, deflation, changes in consumer confidence and preferences and the state of the market for homes in general; legal or regulatory proceedings or claims; our ability to generate sufficient cash flow in order to successfully implement our capital allocation priorities; required accounting changes; terrorist acts and other acts of war; the negative impact of the COVID-19 pandemic on our financial position and ability to continue our Homebuilding or Financial Services activities at normal levels or at all in impacted areas; the duration, effect and severity of the COVID-19 pandemic; the measures that governmental authorities take to address the COVID-19 pandemic which may precipitate or exacerbate one or more of the above-mentioned and/or other risks and significantly disrupt or prevent us from operating our business in the ordinary course for an extended period of time; and other factors of national, regional and global scale, including those of a political, economic, business and competitive nature. See PulteGroup's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and other public filings with the Securities and Exchange Commission (the "SEC") for a further discussion of these and other risks and uncertainties applicable to our businesses. PulteGroup undertakes no duty to update any forward-looking statement, whether as a result of new information, future events or changes in PulteGroup's expectations.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Management, including our President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2022. Based upon, and as of the date of that evaluation, our President and Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of September 30, 2022.

Management is responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). There was no change in our internal control over financial reporting during the quarter ended September 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There have been no material developments with respect to the information previously reported under Part I, Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2021.

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021.

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 shareTotal number of shares purchased as part of publicly announced plans or programsApproximate dollar value of shares that may yet be purchased under the plans or programs ($000’s omitted) (2)
July 1, 2022 to July 31, 20221,073,135$43.291,073,135$616,881
August 1, 2022 to August 31, 2022952,441$42.57952,441$576,339
September 1, 2022 to September 30, 20222,353,797$39.702,353,797$482,896
Total4,379,373$41.204,379,373

(1) In the nine months ended September 30, 2022, participants surrendered 0.3 million shares for payment of minimum tax obligations upon the vesting or exercise of previously granted share-based compensation awards. Such shares were not repurchased as part of our publicly-announced share repurchase programs and are excluded from the table above.

(2) The Board of Directors approved a share repurchase authorization increase of $1.0 billion on January 31, 2022. There is no expiration date for this program, under which $482.9 million remained as of September 30, 2022.

Item 6. Exhibits

Exhibit Number and Description

3(a)Restated Articles of Incorporation, of PulteGroup, Inc. (Incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K, filed with the SEC on August 18, 2009)
(b)Certificate of Amendment to the Articles of Incorporation, dated March 18, 2010 (Incorporated by reference to Exhibit 3(b) of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010)
(c)Certificate of Amendment to the Articles of Incorporation, dated May 21, 2010 (Incorporated by reference to Exhibit 3(c) of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
(d)Amended and Restated By-Laws of PulteGroup, Inc. (Incorporated by reference to Exhibit 3.2 of our Current Report on Form 8-K, filed with the SEC on May 6, 2022)
(e)Certificate of Designation of Series A Junior Participating Preferred Shares, dated August 6, 2009 (Incorporated by reference to Exhibit 3(b) of our Registration Statement on Form 8-A, filed with the SEC on August 18, 2009)
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)Amended and Restated Section 382 Rights Agreement, dated as of March 18, 2010, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent, which includes the Form of Rights Certificate as Exhibit B thereto (Incorporated by reference to Exhibit 4 of PulteGroup, Inc.’s Registration Statement on Form 8-A/A, filed with the SEC on March 23, 2010)
(c)First Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 14, 2013, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on March 15, 2013)
(d)Second Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 10, 2016, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on March 10, 2016)
(e)Third Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 7, 2019, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on March 7, 2019)
(f)Fourth Amendment to Amended and Restated Section 382 Rights Agreement, dated as of May 11, 2020, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on May 11, 2020)
(g)Fifth Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 10, 2022, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on March 11, 2022)
10(a)Fourth Amended and Restated Master Repurchase Agreement, dated as of July 28, 2022, among Comerica Bank, as Agent, Lead Arranger and a Buyer, the other Buyers party thereto and Pulte Mortgage LLC, as Seller (incorporated by reference to Exhibit 10.1 of PulteGroup, Inc's Current Report on Form 8-K, filed with the SEC on July 29, 2022)
22(a)List of Guarantor Subsidiaries (incorporated by reference from Exhibit 22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 7, 2022)
31(a)Rule 13a-14(a) Certification by Ryan R. Marshall, President and Chief Executive Officer (Filed herewith)
(b)Rule 13a-14(a) Certification by Robert T. O'Shaughnessy, Executive Vice President and Chief Financial Officer (Filed herewith)
32Certification Pursuant to 18 United States Code § 1350 and Rule 13a-14(b) of the Securities Exchange Act of 1934 (Furnished herewith)
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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:October 25, 2022