PulteGroup 10-Q 2023-03-31

Filed 2023-04-25. 7 sections, 185K 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 March 31, 2023

or

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

Commission File Number 1-9804

PulteGroupLogo2022 (2).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 April 18, 2023: 223,224,233

PULTEGROUP, INC.

TABLE OF CONTENTS

Page No.
PART IFINANCIAL INFORMATION
Item 1Financial Statements
Condensed Consolidated Balance Sheets at March 31, 2023 and December 31, 20223
Consolidated Statements of Operations for the three months ended March 31, 2023 and 20224
Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023 and 20225
Consolidated Statements of Shareholders' Equity for the three months ended March 31, 2023 and 20226
Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 20227
Notes to Condensed Consolidated Financial Statements8
Item 2Management's Discussion and Analysis of Financial Condition and Results of Operations22
Item 3Quantitative and Qualitative Disclosures About Market Risk37
Item 4Controls and Procedures38
PART IIOTHER INFORMATION39
Item 1Legal Proceedings39
Item 1ARisk Factors39
Item 2Unregistered Sales of Equity Securities and Use of Proceeds39
Item 6Exhibits40
Signatures42

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PULTEGROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

($000’s omitted)

March 31, 2023December 31, 2022
(Unaudited)
ASSETS
Cash and equivalents$1,278,025$1,053,104
Restricted cash48,82941,449
Total cash, cash equivalents, and restricted cash1,326,8541,094,553
House and land inventory11,431,87711,326,017
Land held for sale48,03642,254
Residential mortgage loans available-for-sale420,638677,207
Investments in unconsolidated entities144,664146,759
Other assets1,246,4921,291,572
Goodwill68,93068,930
Other intangible assets64,20566,875
Deferred tax assets79,34682,348
$14,831,042$14,796,515
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Accounts payable$488,757$565,975
Customer deposits796,384783,556
Deferred tax liabilities240,604215,446
Accrued and other liabilities1,675,4041,685,202
Financial Services debt324,447586,711
Notes payable2,041,6372,045,527
5,567,2335,882,417
Shareholders' equity9,263,8098,914,098
$14,831,042$14,796,515

See accompanying Notes to Condensed Consolidated Financial Statements.

PULTEGROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(000’s omitted, except per share data)

(Unaudited)

Three Months Ended
March 31,
20232022
Revenues:
Homebuilding
Home sale revenues$3,487,637$3,032,217
Land sale and other revenues30,06633,159
3,517,7033,065,376
Financial Services57,93884,143
Total revenues3,575,6413,149,519
Homebuilding Cost of Revenues:
Home sale cost of revenues(2,472,329)(2,142,978)
Land sale and other cost of revenues(24,967)(32,002)
(2,497,296)(2,174,980)
Financial Services expenses(44,036)(43,486)
Selling, general, and administrative expenses(336,518)(329,022)
Equity income from unconsolidated entities2,5131,221
Other income (expense), net1,818(3,359)
Income before income taxes702,122599,893
Income tax expense(169,863)(145,170)
Net income$532,259$454,723
Per share:
Basic earnings$2.35$1.84
Diluted earnings$2.35$1.83
Cash dividends declared$0.16$0.15
Number of shares used in calculation:
Basic225,127245,796
Effect of dilutive securities8301,069
Diluted225,957246,865

See accompanying Notes to Condensed Consolidated Financial Statements.

PULTEGROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

($000’s omitted)

(Unaudited)

Three Months Ended
March 31,
20232022
Net income$532,259$454,723
Other comprehensive income, net of tax:
Change in value of derivatives—25
Other comprehensive income—25
Comprehensive income$532,259$454,748

See accompanying Notes to Condensed Consolidated Financial Statements.

PULTEGROUP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(000's omitted)

(Unaudited)

**Add

Showing the first 8K of 86K characters. Open the full section

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, 2022.

The strength of new home demand declined beginning in mid-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. As a result, net signups during the first quarter of 2023 decreased by 8% as compared to the comparable prior year period, as such prior year period benefited from a historically low interest rate environment and the tailwinds of pent-up demand from the COVID-19 pandemic. Demand strengthened in the first quarter of 2023, evidenced by a monthly increase in net signups beginning in December 2022 and increasing sequentially through March 2023. This sequential increase in orders in recent months was partially supported by an increase in sales incentives, including mortgage interest rate buydowns and a decrease in mortgage rates. Reflective of these trends, our order backlog in units decreased 34% at March 31, 2023 compared with March 31, 2022 but increased 8% compared with December 31, 2022. Additionally, our home sale revenues increased 15% for the three months ended March 31, 2023 over the comparable prior year period, while our gross margins remained very strong relative to historical levels at 29.1%.

Supply chain constraints that began after the onset of the COVID-19 pandemic have improved, but continue 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 five weeks longer in the first quarter of 2023 compared with the first quarter of 2022, but we have begun to see signs of a normalization in cycle times since the fourth 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. Lumber, in particular, has experienced heightened volatility in recent years, including significant cost increases in 2021 followed by significant cost decreases in 2022. 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. Sales pricing of our homes has remained elevated in 2023, which has allowed us to offset the majority of such cost increases. However, average selling prices decreased sequentially since the fourth quarter of 2022, primarily as a result of increased sales incentives.

As interest rates increased in 2022, we adjusted business practices to support a consistent cadence of house starts and an appropriate inventory of quick move-in homes as we focused on turning our assets and delivering high returns on investment. By achieving an effective balance of price and pace, we realized strong revenues and earnings in the three months ended March 31, 2023. Within an evolving macroeconomic environment, consumers across all buyer segments and price points continued to demonstrate a strong desire for homeownership. 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 Ended
March 31,
20232022
Income before income taxes:
Homebuilding$688,220$559,300
Financial Services13,90240,593
Income before income taxes702,122599,893
Income tax expense(169,863)(145,170)
Net income$532,259$454,723
Per share data - assuming dilution:
Net income$2.35$1.83

*•*Homebuilding income before income taxes in the three months ended March 31, 2023 increased 23% compared with the same period in 2022. The results are primarily the result of higher closings and average selling prices combined with improved overhead leverage.

  • Financial Services income before income taxes in the three months ended March 31, 2023 decreased 66% compared to the same period in 2022, primarily as the result of a lower capture rate and revenue per loan due to increased competitiveness in the mortgage industry in 2023, including an industry-wide increase in mortgage incentives.

*•*Our effective tax rate was 24.2% for both the three months ended March 31, 2023 and 2022. Our effective tax rate for each of these periods differs from the federal statutory rate primarily due to state income tax expense.

Homebuilding Operations

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

Three Months Ended
March 31,
20232023 vs. 20222022
Home sale revenues (a)$3,487,63715%$3,032,217
Land sale and other revenues30,066(9)%33,159
Total Homebuilding revenues3,517,70315%3,065,376
Home sale cost of revenues (a) (b)(2,472,329)15%(2,142,978)
Land sale and other cost of revenues(24,967)(22)%(32,002)
Selling, general, and administrative expenses ("SG&A")(336,518)2%(329,022)
Equity income from unconsolidated entities2,513

Showing the first 8K of 69K characters. Open the full section

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Quantitative disclosure

We are subject to market risk on our debt instruments primarily due to fluctuations in interest rates. We utilize both fixed-rate and variable-rate debt. For fixed-rate debt, changes in interest rates generally affect the fair value of the debt instrument but not our earnings or cash flows. Conversely, for variable-rate debt, changes in interest rates generally do not affect the fair value of the debt instrument but could affect our earnings and cash flows. Except in very limited circumstances, we do not have an obligation to prepay fixed-rate debt prior to maturity. As a result, interest rate risk and changes in fair value should not have a significant impact on our fixed-rate debt until we are required or elect to refinance or repurchase such debt.

The following table sets forth the principal cash flows by scheduled maturity, weighted-average interest rates, and estimated fair value of our debt obligations as of March 31, 2023 ($000’s omitted):

As of March 31, 2023 for the Years ending December 31,
20232024202520262027ThereafterTotalFair Value
Rate-sensitive liabilities:
Fixed rate debt$16,218$31,165$—$503,595$500,000$1,000,000$2,050,978$2,120,458
Average interest rate3.27%4.64%—%5.49%5.00%6.71%5.94%
Variable rate debt (a)$324,447$—$—$—$—$—$324,447$324,447
Average interest rate6.18%—%—%—%—%—%6.18%

(a) Includes the Pulte Mortgage Repurchase Agreement and amounts outstanding under our Revolving Credit Facility, under which there was no amount outstanding at March 31, 2023.

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, 2022.

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; out 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 or data security issues; failure to retain key personnel; 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; the effect of cybersecurity incidents and threats; 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, 2022 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.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Management, including our President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2023. Based upon, and as of the date of that evaluation, our President and Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of March 31, 2023.

Management is responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). There was no change in our internal control over financial reporting during the quarter ended March 31, 2023 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, 2022.

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, 2022.

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)
January 1, 2023 to January 31, 2023601,651$49.84601,651$352,912
February 1, 2023 to February 28, 2023933,107$55.88933,107$300,766
March 1, 2023 to March 31, 20231,227,517$55.291,227,517$232,897
Total2,762,275$54.302,762,275

(1) During 2023, 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 $1.0 billion on January 31, 2022. There is no expiration date for this program, under which $232.9 million remained as of March 31, 2023. This repurchase authorization was increased by $1.0 billion on April 24, 2023. During 2023, we repurchased 2.8 million shares for a total of $150.0 million under this program.

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)
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, 2022, filed with the SEC on February 6, 2023)
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)
101.INSInline 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.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in Inline XBRL

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:April 25, 2023