Management's Discussion of Results of
Operations (Excerpts) |
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Business Overview Our management team has been in the residential land development business since the mid-1990s. Since commencing home building operations in 2003, we have constructed and closed over 32,000 homes. During the six months ended June 30, 2019, we had 3,172 home closings, compared to 3,059 home closings during the six months ended June 30, 2018. We sell homes under the LGI Homes and Terrata Homes brands. Our 93 active communities at June 30, 2019 included four Terrata Homes communities. Recent Developments On May 6, 2019, we entered into that certain Fourth Amended and Restated Credit Agreement with several financial institutions, and Wells Fargo Bank, National Association, as administrative agent (the “Credit Agreement”), which amends and restates and has substantially similar terms and provisions to the 2018 Credit Agreement and provides for a $550.0 million revolving credit facility, which can be increased at the request of the Company by up to $100.0 million, subject to the terms and conditions of the Credit Agreement. See Note 5 - Notes Payable for more information regarding the Credit Agreement. Key Results Key financial results as of and for the three months ended June 30, 2019, as compared to the three months ended June 30, 2018, were as follows: • Home sales revenues increased 10.0% to $461.8 million from $419.8 million. • Homes closed increased 7.1% to 1,944 homes from 1,815 homes. • Average sales price of our homes increased 2.7% to $237,567 from $231,321. • Gross margin as a percentage of home sales revenues decreased to 24.1% from 26.1%. • Adjusted gross margin (non-GAAP) as a percentage of home sales revenues decreased to 26.3% from 27.7%. • Net income before income taxes decreased 3.4% to $60.5 million from $62.7 million. • Net income decreased 3.3% to $46.1 million from $47.6 million. • EBITDA (non-GAAP) as a percentage of home sales revenues decreased to 15.1% from 16.5%. • Adjusted EBITDA (non-GAAP) as a percentage of home sales revenues decreased to 14.8% from 16.4%. • Total owned and controlled lots increased 6.9% to 54,191 lots at June 30, 2019 from 50,700 lots at March 31, 2019. For reconciliations of the non-GAAP financial measures of adjusted gross margin, EBITDA and adjusted EBITDA to the most directly comparable GAAP financial measures, please see “—Non-GAAP Measures.” Key financial results as of and for the six months ended June 30, 2019, as compared to the six months ended June 30, 2018, were as follows: • Home sales revenues increased 7.2% to $749.4 million from $698.9 million. • Homes closed increased 3.7% to 3,172 homes from 3,059 homes. • Average sales price of our homes increased 3.4% to $236,262 from $228,464. • Gross margin as a percentage of home sales revenues decreased to 23.7% from 25.6%. • Adjusted gross margin (non-GAAP) as a percentage of home sales revenues decreased to 25.8% from 27.2%. • Net income before income taxes decreased 12.4% to $82.2 million from $93.9 million. • Net income decreased 14.0% to $64.4 million from $74.9 million. • EBITDA (non-GAAP) as a percentage of home sales revenues decreased to 12.9% from 15.0%. • Adjusted EBITDA (non-GAAP) as a percentage of home sales revenues decreased to 12.8% from 14.9%. • Total owned and controlled lots increased 5.3% to 54,191 lots at June 30, 2019 from 51,442 lots at December 31, 2018. For reconciliations of the non-GAAP financial measures of adjusted gross margin, EBITDA and adjusted EBITDA to the most directly comparable GAAP financial measures, please see “—Non-GAAP Measures.” Results of Operations Adjusted gross margin is a non-GAAP financial measure used by management as a supplemental measure in evaluating operating performance. We define adjusted gross margin as gross margin less capitalized interest and adjustments resulting from the application of purchase accounting included in the cost of sales. Our management believes this information is useful because it isolates the impact that capitalized interest and purchase accounting adjustments have on gross margin. However, because adjusted gross margin information excludes capitalized interest and purchase accounting adjustments, which have real economic effects and could impact our results, the utility of adjusted gross margin information as a measure of our operating performance may be limited. In addition, other companies may not calculate adjusted gross margin information in the same manner that we do. Accordingly, adjusted gross margin information should be considered only as a supplement to gross margin information as a measure of our performance. Please see “—Non-GAAP Measures” for a reconciliation of adjusted gross margin to gross margin, which is the GAAP financial measure that our management believes to be most directly comparable. EBITDA and adjusted EBITDA are non-GAAP financial measures used by management as supplemental measures in evaluating operating performance. We define EBITDA as net income before (i) interest expense, (ii) income taxes, (iii) depreciation and amortization and (iv) capitalized interest charged to the cost of sales. We define adjusted EBITDA as net income before (i) interest expense, (ii) income taxes, (iii) depreciation and amortization, (iv) capitalized interest charged to the cost of sales, (v) loss on extinguishment of debt, (vi) other income, net and (vii) adjustments resulting from the application of purchase accounting. Our management believes that the presentation of EBITDA and adjusted EBITDA provides useful information to investors regarding our results of operations because it assists both investors and management in analyzing and benchmarking the performance and value of our business. EBITDA and adjusted EBITDA provide indicators of general economic performance that are not affected by fluctuations in interest rates or effective tax rates, levels of depreciation or amortization and items considered to be unusual or non-recurring. Accordingly, our management believes that these measures are useful for comparing general operating performance from period to period. Other companies may define these measures differently and, as a result, our measures of EBITDA and adjusted EBITDA may not be directly comparable to the measures of other companies. Although we use EBITDA and adjusted EBITDA as financial measures to assess the performance of our business, the use of these measures is limited because they do not include certain material costs, such as interest and taxes, necessary to operate our business. EBITDA and adjusted EBITDA should be considered in addition to, and not as a substitute for, net income in accordance with GAAP as a measure of performance. Our presentation of EBITDA and adjusted EBITDA should not be construed as an indication that our future results will be unaffected by unusual or non-recurring items. Our use of EBITDA and adjusted EBITDA is limited as an analytical tool, and you should not consider these measures in isolation or as substitutes for analysis of our results as reported under GAAP. Please see “—Non-GAAP Measures” for reconciliations of EBITDA and adjusted EBITDA to net income, which is the GAAP financial measure that our management believes to be most directly comparable. Three Months Ended June 30, 2019 Compared to Three Months Ended June 30, 2018 Home sales revenues for the three months ended June 30, 2019 were $461.8 million, an increase of $42.0 million, or 10.0%, from $419.8 million for the three months ended June 30, 2018. The increase in home sales revenues is primarily due to a 7.1% increase in homes closed and an increase in the average sales price per home during the three months ended June 30, 2019 as compared to the three months ended June 30, 2018. The average sales price per home closed during the three months ended June 30, 2019 was $237,567, an increase of $6,246, or 2.7%, from the average sales price per home of $231,321 for the three months ended June 30, 2018. This increase in the average sales price per home is primarily due to changes in product mix, higher price points in new markets and a favorable pricing environment. The increase in home closings was largely due to increased home closings in our West, Southeast and Central reportable segments, partially offset by decreased home closings in our Northwest and Florida reportable segments during the three months ended June 30, 2019 as compared to the three months ended June 30, 2018. The decreased home closings in our Northwest and Florida reportable segments were primarily due to close out of or transition between, and to a lesser extent available inventory in, certain of their respective active communities. Home sales revenues in our West reportable segment increased by $29.7 million, or 79.6%, primarily due to community count associated with our geographic expansion into our California and Nevada markets. Home sales revenues in our Southeast reportable segment increased by $17.5 million, or 28.9%, primarily due to community count associated with the Wynn Homes acquisition in August 2018. Home sales revenues in our Central reportable segment increased by $7.9 million, or 4.4%, during the three months ended June 30, 2019 as compared to the three months ended June 30, 2018, primarily due to a 4.1% increase in the number of homes closed in this segment. Home sales revenues in our Northwest and Florida reportable segments decreased by $6.2 million and $6.8 million, or 7.3% and 12.4%, respectively, largely due to close out or transition between certain of their respective active communities for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018. Our active selling communities at June 30, 2019 increased to 93 from 79 at June 30, 2018. All reportable segments added communities by expanding into new markets or deepening existing markets with the exception of the Florida reportable segment, which maintained the same active community count due to close out or transition between certain of its active communities. Cost of Sales and Gross Margin (home sales revenues less cost of sales). Cost of sales increased for the three months ended June 30, 2019 to $350.5 million, an increase of $40.4 million, or 13.0%, from $310.1 million for the three months ended June 30, 2018. This overall increase is primarily due to an increase in homes closed, higher capitalized interest costs recognized, purchase accounting, and to a lesser extent, increased construction costs for homes closed during the three months ended June 30, 2019 as compared to the three months ended June 30, 2018. Gross margin for the three months ended June 30, 2019 was $111.3 million, an increase of $1.5 million, or 1.4%, from $109.8 million for the three months ended June 30, 2018. Gross margin as a percentage of home sales revenues was 24.1% for the three months ended June 30, 2019 and 26.1% for the three months ended June 30, 2018. This decrease in gross margin as a percentage of home sales revenues is primarily due to higher capitalized interest costs recognized, purchase accounting related to our acquisition of Wynn Homes, and to a lesser extent, increased construction costs, offset by an increase in homes closed for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018. Selling Expenses. Selling expenses for the three months ended June 30, 2019 were $33.9 million, an increase of $4.6 million, or 15.7%, from $29.3 million for the three months ended June 30, 2018. Sales commissions increased to $18.0 million for the three months ended June 30, 2019 from $16.3 million for the three months ended June 30, 2018, partially due to a 10.0% increase in home sales revenues during the three months ended June 30, 2019 as compared to the three months ended June 30, 2018. Selling expenses as a percentage of home sales revenues were 7.3% and 7.0% for the three months ended June 30, 2019 and 2018, respectively. The increase in selling expenses as a percentage of home sales revenues reflects additional operating expenses associated with increased personnel, advertising, and selling expenses primarily associated with new communities during the three months ended June 30, 2019 as compared to the three months ended June 30, 2018. General and Administrative. General and administrative expenses for the three months ended June 30, 2019 were $19.0 million, an increase of $0.7 million, or 3.7%, from $18.3 million for the three months ended June 30, 2018. The increase in the amount of general and administrative expenses is primarily due to increased personnel associated with an increase of active communities during the three months ended June 30, 2019 as compared to the three months ended June 30, 2018. General and administrative expenses as a percentage of home sales revenues were 4.1% and 4.4% for the three months ended June 30, 2019 and 2018, respectively. The decrease in general and administrative expenses as a percentage of home sales revenues reflects operating leverage realized from the increase in home sales revenues during the three months ended June 30, 2019 as compared to the three months ended June 30, 2018. Other Income. Other income, net of other expenses was $2.3 million for the three months ended June 30, 2019, an increase of $1.4 million, from $0.9 million for the three months ended June 30, 2018. The increase in other income primarily reflects the gain realized from the sale of land not directly associated with our core homebuilding operations. Operating Income, Net Income before Taxes and Net Income. Operating income for the three months ended June 30, 2019 was $58.4 million, a decrease of $3.7 million, or 6.0%, from $62.2 million for the three months ended June 30, 2018. Net income before income taxes for the three months ended June 30, 2019 was $60.5 million, a decrease of $2.1 million, or 3.4%, from $62.7 million for the three months ended June 30, 2018. The following reportable segments contributed to net income before income taxes during the three months ended June 30, 2019: Central - $32.6 million or 53.8%; Northwest - $11.9 million or 19.6%; Southeast - $5.7 million or 9.5%; Florida - $4.6 million or 7.5%; and West - $7.2 million or 11.9%. Net income for the three months ended June 30, 2019 was $46.1 million, a decrease of $1.5 million, or 3.3%, from $47.6 million for the three months ended June 30, 2018. The decreases in operating income, net income before income taxes and net income are primarily attributed to lower gross margin percentage, increased advertising and additional costs realized from the increase of personnel associated with the increase of community count, higher capitalized interest costs recognized and purchase accounting, partially offset by a higher average sales price realized for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018. Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018 Homes Sales. Our home sales revenues, home closings, average sales price (ASP), average community count and average monthly absorption rate by reportable segment for the six months ended June 30, 2019 and 2018 were as follows (revenues in thousands): Home sales revenues for the six months ended June 30, 2019 were $749.4 million, an increase of $50.6 million, or 7.2%, from $698.9 million for the six months ended June 30, 2018. The increase in home sales revenues is primarily due to a 3.7% increase in homes closed, and an increase in the average sales price per home during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018. The average sales price per home closed during the six months ended June 30, 2019 was $236,262, an increase of $7,798, or 3.4%, from the average sales price per home of $228,464 for the six months ended June 30, 2018. This increase in the average sales price per home was primarily due to changes in product mix, higher price points in certain new markets and increases in sales prices in existing communities. The increase in home closings was largely due to increased home closings in our West, Central and Southeast reportable segments, partially offset by decreased home closings in our Northwest and Florida reportable segments during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018. The decreased home closings in our Northwest and Florida reportable segments were largely due to close out of or transition between, and to a lesser extent available inventory in, certain of their respective active communities. Home sales revenues in our West reportable segment increased by $48.7 million, or 76.0%, primarily due to community count associated with our geographic expansion into our California and Nevada markets. Home sales revenues in our Central reportable segment increased by $24.6 million, or 8.5%, during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018, primarily due to a 6.7% increase in the number of homes closed in this reportable segment. Home sales revenues in our Southeast reportable segment increased by $24.8 million, or 23.5%, primarily due to increased community count associated with the Wynn Homes acquisition. Home sales revenues in our Northwest and Florida reportable segments decreased by $27.2 million and $20.4 million, or 19.1% and 20.9%, respectively, largely due to close out or transition between certain of their respective active communities. Our active selling communities at June 30, 2019 increased to 93 from 79 at June 30, 2018. All reportable segments added communities by expanding into new markets or deepening existing markets with the exception of the Florida reportable segment, which maintained the same active community count due to close out or transition between certain of its active communities for the six months ended June 30, 2019 as compared to the six months ended June 30, 2018. Cost of Sales and Gross Margin (home sales revenues less cost of sales). Cost of sales increased for the six months ended June 30, 2019 to $571.8 million, an increase of $52.0 million, or 10.0%, from $519.8 million for the six months ended June 30, 2018. This overall increase is primarily due to an increase in homes closed, higher capitalized interest costs recognized, purchase accounting, higher construction costs, product mix and lot costs during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018. In addition, there was an increase in construction overhead due to additional personnel and costs associated with geographic and community count expansion during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018. Gross margin for the six months ended June 30, 2019 was $177.6 million, a decrease of $1.4 million, or 0.8%, from $179.0 million for the six months ended June 30, 2018. Gross margin as a percentage of home sales revenues was 23.7% for the six months ended June 30, 2019 and 25.6% for the six months ended June 30, 2018. This decrease in gross margin as a percentage of home sales revenues is primarily due to a combination of higher construction costs, construction overhead, lot costs, capitalized interest and to a lesser degree purchase accounting, partially offset by higher average home sales price for the six months ended June 30, 2019 as compared to the six months ended June 30, 2018. Selling Expenses. Selling expenses for the six months ended June 30, 2019 were $60.7 million, an increase of $8.4 million, or 16.1%, from $52.3 million for the six months ended June 30, 2018. Sales commissions increased to $29.7 million for the six months ended June 30, 2019 from $27.4 million for the six months ended June 30, 2018, partially due to a 7.2% increase in home sales revenues during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018. Other increases include advertising and other personnel costs. Selling expenses as a percentage of home sales revenues were 8.1% and 7.5% for the six months ended June 30, 2019 and 2018, respectively. The increase in selling expenses as a percentage of home sales revenues reflects increased personnel, advertising, and selling expenses primarily associated with new communities during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018. General and Administrative. General and administrative expenses for the six months ended June 30, 2019 were $37.4 million, an increase of $3.7 million, or 10.9%, from $33.7 million for the six months ended June 30, 2018. The increase in the amount of general and administrative expenses is primarily due to increased personnel associated with an increase of active communities during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018. General and administrative expenses as a percentage of home sales revenues were 5.0% and 4.8% for the six months ended June 30, 2019 and 2018, respectively. The increase in general and administrative expenses as a percentage of home sales revenues reflects additional costs realized from the increase of personnel associated with the increase of community count during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018. Other Income. Other income, net of other expenses was $2.9 million for the six months ended June 30, 2019, an increase of $1.5 million from $1.4 million for the six months ended June 30, 2018. The increase in other income primarily reflects the gain realized from the sale of land not directly associated with our core homebuilding operations. Operating Income, Net Income before Income Taxes and Net Income. Operating income for the six months ended June 30, 2019 was $79.5 million, a decrease of $13.5 million, or 14.5%, from $93.0 million for the six months ended June 30, 2018. Net income before income taxes for the six months ended June 30, 2019 was $82.2 million, a decrease of $11.7 million, or 12.4%, from $93.9 million for the six months ended June 30, 2018. The following reportable segments contributed to net income before income taxes during the six months ended June 30, 2019: Central - $47.2 million or 57.4%; Northwest - $15.2 million or 18.5%; Southeast - $6.2 million or 7.5%; Florida - $5.8 million or 7.0%; and West - $10.3 million or 12.6%. Net income for the six months ended June 30, 2019 was $64.4 million, a decrease of $10.5 million, or 14.0%, from $74.9 million for the six months ended June 30, 2018. The decreases in operating income, net income before income taxes and net income are primarily attributed to lower gross margin percentage, increased advertising and additional costs realized from the increase of personnel associated with the increase of community count, higher capitalized interest costs recognized, purchase accounting and start-up costs in the Southeast reportable segment, partially offset by a higher average sales price realized during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018. Non-GAAP Measures In addition to the results reported in accordance with U.S. GAAP, we have provided information in this Quarterly Report on Form 10-Q relating to adjusted gross margin, EBITDA and adjusted EBITDA. Adjusted Gross Margin Adjusted gross margin is a non-GAAP financial measure used by management as a supplemental measure in evaluating operating performance. We define adjusted gross margin as gross margin less capitalized interest and adjustments resulting from the application of purchase accounting included in the cost of sales. Our management believes this information is useful because it isolates the impact that capitalized interest and purchase accounting adjustments have on gross margin. However, because adjusted gross margin information excludes capitalized interest and purchase accounting adjustments, which have real economic effects and could impact our results, the utility of adjusted gross margin information as a measure of our operating performance may be limited. In addition, other companies may not calculate adjusted gross margin information in the same manner that we do. Accordingly, adjusted gross margin information should be considered only as a supplement to gross margin information as a measure of our performance. EBITDA and Adjusted EBITDA EBITDA and adjusted EBITDA are non-GAAP financial measures used by management as supplemental measures in evaluating operating performance. We define EBITDA as net income before (i) interest expense, (ii) income taxes, (iii) depreciation and amortization and (iv) capitalized interest charged to the cost of sales. We define adjusted EBITDA as net income before (i) interest expense, (ii) income taxes, (iii) depreciation and amortization, (iv) capitalized interest charged to the cost of sales, (v) loss on extinguishment of debt, (vi) other income, net and (vii) adjustments resulting from the application of purchase accounting included in the cost of sales. Our management believes that the presentation of EBITDA and adjusted EBITDA provides useful information to investors regarding our results of operations because it assists both investors and management in analyzing and benchmarking the performance and value of our business. EBITDA and adjusted EBITDA provide indicators of general economic performance that are not affected by fluctuations in interest rates or effective tax rates, levels of depreciation or amortization and items considered to be unusual or non-recurring. Accordingly, our management believes that these measures are useful for comparing general operating performance from period to period. Other companies may define these measures differently and, as a result, our measures of EBITDA and adjusted EBITDA may not be directly comparable to the measures of other companies. Although we use EBITDA and adjusted EBITDA as financial measures to assess the performance of our business, the use of these measures is limited because they do not include certain material costs, such as interest and taxes, necessary to operate our business. EBITDA and adjusted EBITDA should be considered in addition to, and not as a substitute for, net income in accordance with GAAP as a measure of performance. Our presentation of EBITDA and adjusted EBITDA should not be construed as an indication that our future results will be unaffected by unusual or non-recurring items. Our use of EBITDA and adjusted EBITDA is limited as an analytical tool, and you should not consider these measures in isolation or as substitutes for analysis of our results as reported under GAAP. Some of these limitations are: (i) they do not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments, including for purchase of land; (ii) they do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt; (iii) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and EBITDA and adjusted EBITDA do not reflect any cash requirements for such replacements or improvements; (iv) they are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows; (v) they do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations; and (vi) other companies in our industry may calculate them differently than we do, limiting their usefulness as a comparative measure. Because of these limitations, our EBITDA and adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations. We compensate for these limitations by using our EBITDA and adjusted EBITDA along with other comparative tools, together with GAAP measures, to assist in the evaluation of operating performance. These GAAP measures include operating income, net income and cash flow data. We have significant uses of cash flows, including capital expenditures, interest payments and other non-recurring charges, which are not reflected in our EBITDA or adjusted EBITDA. EBITDA and adjusted EBITDA are not intended as alternatives to net income as indicators of our operating performance, as alternatives to any other measure of performance in conformity with GAAP or as alternatives to cash flows as a measure of liquidity. You should therefore not place undue reliance on our EBITDA or adjusted EBITDA calculated using these measures. Backlog We sell our homes under standard purchase contracts, which generally require a homebuyer to pay a deposit at the time of signing the purchase contract. The amount of the required deposit is minimal (generally $1,000). The deposits are refundable if the retail homebuyer is unable to obtain mortgage financing. We permit our retail homebuyers to cancel the purchase contract and obtain a refund of their deposit in the event mortgage financing cannot be obtained within a certain period of time, as specified in their purchase contract. Typically, our retail homebuyers provide documentation regarding their ability to obtain mortgage financing within 14 days after the purchase contract is signed. If we determine that the homebuyer is not qualified to obtain mortgage financing or is not otherwise financially able to purchase the home, we will terminate the purchase contract. If a purchase contract has not been cancelled or terminated within 14 days after the purchase contract has been signed, then the homebuyer has met the preliminary criteria to obtain mortgage financing. Only purchase contracts that are signed by homebuyers who have met the preliminary criteria to obtain mortgage financing are included in new (gross) orders. Our “backlog” consists of homes that are under a purchase contract that has been signed by homebuyers who have met the preliminary criteria to obtain mortgage financing but have not yet closed and wholesale contracts for which the required deposit has been made. Since our business model is generally based on building move-in ready homes before a purchase contract is signed, the majority of our homes in backlog are currently under construction or complete. Ending backlog represents the number of homes in backlog from the previous period plus the number of net orders (new orders for homes less cancellations) generated during the current period minus the number of homes closed during the current period. Our backlog at any given time will be affected by cancellations, the number of our active communities and the timing of home closings. Homes in backlog are generally closed within one to two months, although we may experience cancellations of purchase contracts at any time prior to closing. It is important to note that net orders, backlog and cancellation metrics are operational, rather than accounting data, and should be used only as a general gauge to evaluate performance. Backlog may be impacted by customer cancellations for various reasons that are beyond our control, and in light of our minimal required deposit, there is little negative impact to the potential homebuyer from the cancellation of the purchase contract. Six Months Ended June 30, 2019 Of the 30,976 owned lots as of June 30, 2019, 19,489 were raw/under development lots and 11,487 were finished lots. Homes in Inventory When entering a new community, we build a sufficient number of move-in ready homes to meet our budgets. We base future home starts on closings. As homes are closed, we start more homes to maintain our inventory. As of June 30, 2019, we had a total of 1,360 completed homes, including information centers, and 2,487 homes in progress. Raw Materials and Labor When constructing homes, we use various materials and components. We generally contract for our materials and labor at a fixed price for the anticipated construction period of our homes. This allows us to mitigate the risks associated with increases in building materials and labor costs between the time construction begins on a home and the time it is closed. Typically, the raw materials and most of the components used in our business are readily available in the United States. In addition, the majority of our raw materials is supplied to us by our subcontractors, and is included in the price of our contract with such subcontractors. Most of the raw materials necessary for our subcontractors are standard items carried by major suppliers. Substantially all of our construction work is done by third-party subcontractors, most of whom are non-unionized. We continue to monitor the supply markets to achieve the best prices available. Typically, the price changes that most significantly influence our operations are price increases in labor, commodities and lumber. Seasonality In all of our reportable segments, we have historically experienced similar variability in our results of operations and in capital requirements from quarter to quarter due to the seasonal nature of the homebuilding industry. We generally close more homes in our second, third and fourth quarters. Thus, our revenue may fluctuate on a quarterly basis and we may have higher capital requirements in our second, third and fourth quarters in order to maintain our inventory levels. Our revenue and capital requirements are generally similar across our second, third and fourth quarters. As a result of seasonal activity, our quarterly results of operations and financial position at the end of a particular quarter, especially the first quarter, are not necessarily representative of the results we expect at year end. We expect this seasonal pattern to continue in the long term. Liquidity and Capital Resources Overview As of June 30, 2019, we had $37.6 million of cash and cash equivalents. Cash flows for each of our active communities depend on the status of the development cycle and can differ substantially from reported earnings. Early stages of development or expansion require significant cash outlays for land acquisitions, land development, plats, vertical development, construction of information centers, general landscaping and other amenities. Because these costs are a component of our inventory and are not recognized in our statement of operations until a home closes, we incur significant cash outflows prior to recognition of home sales revenues. In the later stages of an active community, cash inflows may exceed home sales revenues reported for financial statement purposes, as the costs associated with home and land construction were previously incurred. Our principal uses of capital are operating expenses, land and lot purchases, lot development, home construction, interest costs on our indebtedness and the payment of various liabilities. In addition, we may purchase land, lots, homes under construction or other assets as part of an acquisition. We generally rely on our ability to finance our operations by generating operating cash flows, borrowing under our revolving credit facility or the issuance and sale of shares of our common stock. As needed, we will consider accessing the debt and equity capital markets as part of our ongoing financing strategy. We also rely on our ability to obtain performance, payment and completion surety bonds as well as letters of credit to finance our projects. We have an effective shelf registration statement on Form S-3 (Registration No. 333-227012), registering the offering and sale of an indeterminate amount of debt securities, guarantees of debt securities, preferred stock, common stock, warrants, depositary shares, purchase contracts and units that include any of these securities, that was filed on August 24, 2018 with the Securities and Exchange Commission. Under the shelf registration statement, we have the ability to access the debt and equity capital markets as needed as part of our ongoing financing strategy. We believe that we will be able to fund our current and foreseeable liquidity needs for at least the next twelve months with our cash on hand, cash generated from operations and cash expected to be available from our revolving credit facility or through accessing debt or equity capital, as needed. Revolving Credit Facility On May 6, 2019, we entered into that certain Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) with several financial institutions, and Wells Fargo Bank, National Association, as administrative agent. The Credit Agreement has substantially similar terms and provisions to our third amended and restated credit agreement entered into in May 2018 with several financial institutions, and Wells Fargo Bank, National Association, as administrative agent (the “2018 Credit Agreement”) but, among other things, provides for, a revolving credit facility of $550.0 million, which can be increased at our request by up to $100.0 million if the lenders make additional commitments, subject to the terms and conditions of the Credit Agreement. The Credit Agreement matures on May 31, 2022. Before each anniversary of the Credit Agreement, we may request a one-year extension of the maturity date. The Credit Agreement is guaranteed by each of our subsidiaries that have gross assets of $0.5 million or more. As of June 30, 2019, the borrowing base under the Credit Agreement was $852.7 million, of which borrowings, including the Convertible Notes (as defined below) and the Senior Notes (as defined below), of $675.0 million were outstanding, $9.2 million of letters of credit were outstanding and $167.1 million was available to borrow under the 2018 Credit Agreement, net of deferred purchase price obligations. Interest is paid monthly on borrowings under the Credit Agreement at LIBOR plus 2.75%. The Credit Agreement applicable margin for LIBOR loans ranges from 2.35% to 2.75% based on our leverage ratio. At June 30, 2019, LIBOR was 2.40%. The Credit Agreement requires us to maintain (i) a tangible net worth of not less than $486.9 million plus 75% of the net proceeds of all equity issuances plus 50.0% of the amount of our positive net income in any fiscal quarter after December 31, 2018, (ii) a leverage ratio of not greater than 60.0%, (iii) liquidity of at least $50.0 million and (iv) a ratio of EBITDA to interest expense for the most recent four quarters of at least 2.50 to 1.00. The Credit Agreement contains various covenants that, among other restrictions, limit the amount of our additional debt and our ability to make certain investments. At June 30, 2019, we were in compliance with all of the covenants contained in the Credit Agreement. Convertible Notes We issued $85.0 million aggregate principal amount of our 4.25% Convertible Notes due 2019 (the “Convertible Notes”) in November 2014 pursuant to an exemption from the registration requirements afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Convertible Notes mature on November 15, 2019. Interest on the Convertible Notes is payable semi-annually in arrears on May 15 and November 15 of each year at a rate of 4.25%. When the Convertible Notes were issued, the fair value of $76.5 million was recorded to notes payable. $5.5 million of the remaining proceeds was recorded to additional paid in capital to reflect the equity component and the remaining $3.0 million was recorded as a deferred tax liability. The carrying amount of the Convertible Notes is being accreted to face value over the term to maturity. As of June 30, 2019, we have $70.0 million aggregate principal amount of Convertible Notes outstanding. Prior to May 15, 2019, the Convertible Notes were convertible only upon satisfaction of any of the specified conversion events. On or after May 15, 2019 and until the close of business on November 14, 2019 (the business day immediately preceding the stated maturity date of the Convertible Notes), the holders of Convertible Notes can convert their Convertible Notes at any time at their option. Upon the election of a holder of Convertible Notes to convert their Convertible Notes, we may settle the conversion of the Convertible Notes using any combination of cash and shares of our common stock. It is our intent, and belief that we have the ability, to settle in cash the conversion of any Convertible Notes that the holders elect to convert. The initial conversion rate of the Convertible Notes is 46.4792 shares of our common stock for each $1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $21.52 per share of our common stock. The conversion rate is subject to adjustments upon the occurrence of certain specified events. On July 6, 2018, concurrently with the offering of the Senior Notes, we entered into that certain First Supplemental Indenture, dated as of July 6, 2018, among us, our subsidiaries that guarantee our obligations under the 2018 Credit Agreement (the “Subsidiary Guarantors”) and Wilmington Trust, National Association, as trustee, which supplements the indenture governing the Convertible Notes, pursuant to which (i) the subordination provisions in the indenture governing the Convertible Notes were eliminated, (ii) each Subsidiary Guarantor agreed (A) to, concurrently with the issuance of the Senior Notes, fully and unconditionally guarantee the Convertible Notes to the same extent that such Subsidiary Guarantor is guaranteeing the Senior Notes and (B) that such Subsidiary Guarantor’s guarantee of the Convertible Notes ranks equally with such Subsidiary Guarantor’s guarantee of the Senior Notes and (iii) the Company agreed to not, directly or indirectly, incur any indebtedness in the form of, or otherwise become liable in respect of, any notes or other debt securities issued pursuant to an indenture or note purchase agreement (including the Senior Notes) unless such indebtedness is equal with or contractually subordinated to the Convertible Notes in right of payment. Senior Notes Offering On July 6, 2018, we issued $300.0 million aggregate principal amount of the Senior Notes in an offering to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. Interest on the Senior Notes accrues at a rate of 6.875% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2019, and the Senior Notes mature on July 15, 2026. Terms of the Senior Notes are governed by an indenture and supplemental indenture, each dated as of July 6, 2018, among us, the Subsidiary Guarantors and Wilmington Trust, National Association, as trustee. We received net proceeds from the offering of the Senior Notes of approximately $296.2 million, after deducting the initial purchasers’ discounts of $2.3 million and commissions and offering expenses of $1.5 million. The net proceeds from the offering were used to repay a portion of the borrowings under the 2018 Credit Agreement. Letters of Credit, Surety Bonds and Financial Guarantees We are often required to provide letters of credit and surety bonds to secure our performance under construction contracts, development agreements and other arrangements. The amount of such obligations outstanding at any time varies in accordance with our pending development activities. In the event any such bonds or letters of credit are drawn upon, we would be obligated to reimburse the issuer of such bonds or letters of credit. Under these letters of credit, surety bonds and financial guarantees, we are committed to perform certain development and construction activities and provide certain guarantees in the normal course of business. Outstanding letters of credit, surety bonds and financial guarantees under these arrangements, totaled $91.5 million as of June 30, 2019. Although significant development and construction activities have been completed related to the improvements at these sites, the letters of credit and surety bonds are not generally released until all development and construction activities are completed. We do not believe that it is probable that any outstanding letters of credit, surety bonds or financial guarantees as of June 30, 2019 will be drawn upon. Cash Flows Operating Activities Net cash used in operating activities was $18.9 million for the six months ended June 30, 2019. The primary drivers of operating cash flows are typically cash earnings and changes in inventory levels, including land acquisition and development. Net cash used in operating activities during the six months ended June 30, 2019 was primarily driven by net income of $64.4 million, and included cash outlays for the $99.7 million increase in the net change in real estate inventory, which was primarily related to our homes under construction and land acquisitions and development level of activity offset by changes in non-inventory working capital balances of $16.4 million. Net cash used in operating activities was $95.7 million for the six months ended June 30, 2018, primarily driven by net income of $74.9 million, and included cash outlays for the $143.4 million increase in the net change in real estate inventory, which was primarily related to our homes under construction and land acquisitions and development level of activity and additional cash outlays due to changes in non-inventory working capital balances of $27.2 million. Investing Activities Net cash used in investing activities for the six months ended June 30, 2019 and June 30, 2018, was $0.3 million and $0.4 million, respectively, primarily due to the purchase of property and equipment. Financing Activities Net cash provided by financing activities for the six months ended June 30, 2019 and June 30, 2018, was $10.1 million and $77.4 million, respectively, primarily driven by net borrowings under the Credit Agreement and to a lesser extent proceeds from the issuance of stock, partially offset by loan issuance costs. Off-Balance Sheet Arrangements In the ordinary course of business, we enter into land purchase contracts in order to procure land and lots for the construction of our homes. We are subject to customary obligations associated with entering into contracts for the purchase of land and improved lots. These contracts typically require cash deposits and the purchase of properties under these contracts is generally contingent upon satisfaction of certain requirements by the sellers, which may include obtaining applicable property and development entitlements or the completion of development activities and the delivery of finished lots. We also utilize contracts with land sellers as a method of acquiring lots and land in staged takedowns, which helps us manage the financial and market risk associated with land holdings and minimize the use of funds from our corporate financing sources. Such contracts generally require a non-refundable deposit for the right to acquire land or lots over a specified period of time at pre-determined prices. We generally have the right at our discretion to terminate our obligations under purchase contracts during the initial feasibility period and receive a refund of our deposit, or we may terminate the contracts after the end of the feasibility period by forfeiting our cash deposit with no further financial obligations to the land seller. In addition, our deposit may also be refundable if the land seller does not satisfy all conditions precedent in the respective contract. As of June 30, 2019, we had $42.7 million of cash deposits pertaining to land purchase contracts for 23,215 lots with an aggregate purchase price of $745.5 million. Approximately $30.3 million of the cash deposits as of June 30, 2019 are secured by third-party guarantees or indemnity mortgages on the related property. Our utilization of land purchase contracts is dependent on, among other things, the availability of land sellers willing to enter into contracts at acceptable terms, which may include option takedown arrangements, the availability of capital to financial intermediaries to finance the development of optioned lots, general housing conditions and local market dynamics. Land purchase contracts may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain markets. Inflation Our business can be adversely impacted by inflation, primarily from higher land, financing, labor, material and construction costs. In addition, inflation can lead to higher mortgage rates, which can significantly affect the affordability of mortgage financing to homebuyers. Contractual Obligations As of June 30, 2019, there have been no material changes to our contractual obligations appearing in the “Contractual Obligations” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. The following are some of the factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements: • adverse economic changes either nationally or in the markets in which we operate, including, among other things, increases in unemployment, volatility of mortgage interest rates and inflation and decreases in housing prices; • a slowdown in the homebuilding industry; • volatility and uncertainty in the credit markets and broader financial markets; • the cyclical and seasonal nature of our business; • our future operating results and financial condition; • our business operations; • changes in our business and investment strategy; • the success of our operations in recently opened new markets and our ability to expand into additional new markets; • our ability to successfully extend our business model to building homes with higher price points, developing larger communities and producing and selling multi-unit products, townhouses, wholesale products, and acreage home sites; • our ability to develop our projects successfully or within expected timeframes; • our ability to identify potential acquisition targets and close such acquisitions; • our ability to successfully integrate any acquisitions, including the Wynn Homes acquisition, with our existing operations; • availability of land to acquire and our ability to acquire such land on favorable terms or at all; • availability, terms and deployment of capital; • decisions of the lender group of our revolving credit facility; 34 Table of Contents • decline in the market value of our land portfolio; • disruption in the terms or availability of mortgage financing or increase in the number of foreclosures in our markets; • shortages of or increased prices for labor, land, or raw materials used in land development and housing construction; • delays in land development or home construction resulting from natural disasters, adverse weather conditions or other events outside our control; • uninsured losses in excess of insurance limits; • the cost and availability of insurance and surety bonds; • changes in, liabilities under, or the failure or inability to comply with, governmental laws and regulations; • the timing of receipt of regulatory approvals and the opening of projects; • the degree and nature of our competition; • increases in taxes or government fees; • poor relations with the residents of our projects; • existing and future litigation, arbitration or other claims; • availability of qualified personnel and third-party contractors and subcontractors; • information system interruptions or breaches in security; • our ability to retain our key personnel; • our leverage and future debt service obligations; • the impact on our business of any future government shutdown; • other risks and uncertainties inherent in our business; • other factors we discuss under the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and • the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement. We expressly disclaim any intent, obligation or undertaking to update or revise any forward-looking statements to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this Quarterly Report on Form 10-Q. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our operations are interest rate sensitive. As overall housing demand is adversely affected by increases in interest rates, a significant increase in mortgage interest rates may negatively affect the ability of homebuyers to secure adequate financing. Higher interest rates could adversely affect our revenues, gross margin and net income. We do not enter into, or intend to enter into, derivative financial instruments for trading or speculative purposes. Quantitative and Qualitative Disclosures About Interest Rate Risk We currently utilize both fixed-rate debt ($70.0 million aggregate principal amount of the Convertible Notes, $300.0 million aggregate principal amount of the Senior Notes and certain inventory related obligations) and variable-rate debt (our $550.0 million revolving credit facility) as part of financing our operations. Upon the election of a holder of Convertible Notes to convert their Convertible Notes, we may settle the conversion of the Convertible Notes using any combination of cash and shares of our common stock. Other than as a result of an election of a holder of Convertible Notes to convert their Convertible Notes, we do not have the obligation to prepay the Convertible Notes, the Senior Notes or our fixed-rate inventory related obligations prior to maturity, and, as a result, interest rate risk and changes in fair market value should not have a significant impact on our fixed-rate debt. The Convertible Notes mature on November 15, 2019. We are exposed to market risks related to fluctuations in interest rates on our outstanding variable rate indebtedness. We did not utilize swaps, forward or option contracts on interest rates or commodities, or other types of derivative financial instruments as of or during the six months ended June 30, 2019. We have not entered into and currently do not hold derivatives for trading or speculative purposes, but we may do so in the future. Many of the statements contained in this section are forward looking and should be read in conjunction with our disclosures under the heading “Cautionary Statement about Forward-Looking Statements” above. As of June 30, 2019, we had $305.0 million of variable rate indebtedness outstanding under the Credit Agreement. All of the outstanding borrowings under the Credit Agreement are at variable rates based on LIBOR. The interest rate for our variable rate indebtedness as of June 30, 2019 was LIBOR plus 2.75%. At June 30, 2019, LIBOR was 2.40%. A hypothetical 100 basis point increase in the average interest rate on our variable rate indebtedness would increase our annual interest cost by approximately $3.1 million. Based on the current interest rate management policies we have in place with respect to our outstanding indebtedness, we do not believe that the future interest rate risks related to our existing indebtedness will have a material adverse impact on our financial position, results of operations or liquidity.