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0000822416falsetrue00008224162023-04-242023-04-240000822416us-gaap:CommonStockMember2023-04-242023-04-240000822416phm:SeriesAJuniorParticipatingPreferredSharePurchaseRightsMember2023-04-242023-04-24



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 2023
PulteGroupLogo2022 (2).jpg

PULTEGROUP, INC.
(Exact name of registrant as specified in its Charter)

Michigan 1-9804 38-2766606
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3350 Peachtree Road NE, Suite 1500
Atlanta, Georgia 30326
(Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code 404 978-6400

____________________________________________________
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Shares, par value $0.01   PHM   New York Stock Exchange
Series A Junior Participating Preferred Share Purchase Rights
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company.  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 25, 2023, PulteGroup, Inc. (the "Company") issued a press release announcing its financial results for its first quarter ended March 31, 2023. A copy of this earnings press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in Item 2.02 by reference.

ITEM 8.01 OTHER EVENTS

On April 25, 2023, the Company issued a separate press release announcing a $1.0 billion increase in its share repurchase program, effective April 24, 2023. A copy of this press release is filed as Exhibit 99.2 to this Current Report on Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

99.1    First Quarter 2023 earnings press release dated April 25, 2023.
99.2    Share repurchase program press release dated April 25, 2023.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information in Item 2.02 of this Current Report on Form 8-K, including the earnings press release incorporated in such Item 2.02, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.



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 hereunto duly authorized.

                                
PULTEGROUP, INC.
Date: April 25, 2023 By: /s/ Todd N. Sheldon
Name: Todd N. Sheldon
Title: Executive Vice President, General Counsel and Corporate Secretary





EX-99.1 2 ex991earningspr03312023.htm EX-99.1 - EARNINGS RELEASE 1Q 2023 Document

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FOR IMMEDIATE RELEASE Company Contact
Investors: Jim Zeumer
(404) 978-6434
       Email: jim.zeumer@pultegroup.com

PULTEGROUP, INC. REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS

•Net Income Increased 28% to $2.35 Per Share
•Home Sale Revenues Increased 15% to $3.5 Billion
•Closings Increased 6% to 6,394 Homes; Average Sales Price Increased 9% to $545,000
•Home Sale Gross Margin for the Period was 29.1%
•Gross New Orders Higher by 1% to 8,898 Homes; Net New Orders Decreased 8% to 7,354 Homes
•Unit Backlog of 13,129 Homes with a Value of $8.0 Billion
•Company Increases Share Repurchase Authorization by $1.0 Billion

ATLANTA – April 25, 2023 - PulteGroup, Inc. (NYSE: PHM) announced today financial results for its first quarter ended March 31, 2023. For the quarter, the Company reported net income of $532 million, or $2.35 per share, up from prior year net income of $455 million, or $1.83 per share.

“As interest rates increased in 2022, we adjusted business practices to support a consistent start cadence and an appropriate inventory of quick move-in homes as we focused on turning our assets and delivering high returns,” said PulteGroup President and CEO Ryan Marshall. “By achieving an effective balance of price and pace, we realized strong orders, closings and margins in the first quarter, while delivering a 28% increase in earnings per share and a 12-month return on equity* of 32%.”

Mr. Marshall added, “Within an evolving macro environment, consumers across all buyer segments and price points continue to demonstrate a strong desire for homeownership. With interest rates more stable and the supply of new and existing homes generally in balance with demand, we remain optimistic about the housing industry as we navigate this phase of the housing cycle.”

First Quarter Financial Results

The Company has reclassified closing cost incentives from cost of sales to net revenues for all periods presented to be more consistent with industry reporting practices. This reclassification impacted the Company’s reported home sales revenue and associated average sales price, as well as home sale gross margin and SG&A percentages, but had no impact on reported earnings. An analysis of the impacts on the current quarter and prior year period is included in the accompanying financial tables. The discussion in this release gives effect to such reclassification both for the current and prior year quarter.


The Company’s first quarter home sale revenues increased 15% over the prior year to $3.5 billion. Higher revenues for the period reflect a 9% increase in average sales price to $545,000, in combination with a 6% increase in closings to 6,394 homes.
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First quarter closings benefited from the Company’s decision to modestly increase the availability of quick move-in homes, as well as the ongoing resolution of supply chain issues caused by the pandemic.

The Company’s home sale gross margin in the first quarter was 29.1%, compared with 29.3% in the prior year. SG&A expense in the period totaled $337 million, or 9.6% of home sale revenues. Prior year SG&A expense was $329 million, or 10.9% of home sale revenues. The Company’s operating margin in the first quarter was 19.5%, up from 18.5% in the first quarter of 2022.

First quarter gross orders totaled 8,898 homes, an increase of 1% over prior year gross orders of 8,767 homes. Net new orders for the first quarter decreased 8% from the prior year to 7,354 homes. As a percentage of 2022 year-end backlog, the cancelation rate in the first quarter was 13% which is up from 4% in the comparable prior year period. The dollar value of net new orders in the first quarter decreased 20% from the prior year to $3.8 billion. The Company operated from an average of 879 communities in the quarter, an increase of 13% over the prior year.

The Company’s quarter end backlog was 13,129 homes valued at $8.0 billion. The average sales price in backlog was $608,000, an increase of 5% over the prior year.

PulteGroup’s financial services operations reported first quarter pre-tax income of $14 million, down from $41 million in the prior year period. The decrease in financial services pre-tax income for the quarter reflects lower loan volumes, the more competitive pricing environment and the industry-wide increase in mortgage incentives experienced in the period. Lower loan volumes for the first quarter were impacted by a decline in capture rate to 78%, down from 81% last year.

In the first quarter, the Company repurchased 2.8 million of its common shares outstanding for $150 million, or an average price of $54.30 per share. At quarter end, the Company had a debt-to-capital ratio of 18.1%. Adjusting for the $1.3 billion of cash on its balance sheet at quarter end, the Company’s net debt-to-capital ratio was 7.2%.

In a separate press release, PulteGroup announced that its Board of Directors approved a $1.0 billion increase to the Company’s share repurchase authorization. “Over the past decade, we have returned over $5.0 billion to shareholders through share repurchases which has contributed to a more than 40% reduction in the Company’s shares outstanding,” said Bob O’Shaughnessy, PulteGroup Executive Vice President and CFO. “Today’s $1.0 billion increase in our repurchase authorization reflects the strength of our financial results and our commitment to the ongoing return of excess funds to our shareholders.”

A conference call to discuss PulteGroup's first quarter results is scheduled for Tuesday April 25, 2023, at 8:30 a.m. Eastern Time. Interested investors can access the live webcast via PulteGroup's corporate website at www.pultegroup.com.

* The Company's return on equity is calculated as net income for the trailing twelve months divided by average shareholders' equity, where average shareholders' equity is the sum of ending shareholders' equity balances of the trailing five quarters divided by five.

Forward-Looking Statements

This release includes “forward-looking statements.” These 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.
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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.

About PulteGroup

PulteGroup, Inc. (NYSE: PHM), based in Atlanta, Georgia, is one of America’s largest homebuilding companies with operations in more than 40 markets throughout the country. Through its brand portfolio that includes Centex, Pulte Homes, Del Webb, DiVosta Homes, American West and John Wieland Homes and Neighborhoods, the company is one of the industry’s most versatile homebuilders able to meet the needs of multiple buyer groups and respond to changing consumer demand. PulteGroup’s purpose is building incredible places where people can live their dreams.

For more information about PulteGroup, Inc. and PulteGroup brands, go to pultegroup.com; pulte.com; centex.com; delwebb.com; divosta.com; jwhomes.com; and americanwesthomes.com. Follow PulteGroup, Inc. on Twitter: @PulteGroupNews.


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PulteGroup, Inc.
Consolidated Statements of Operations
($000's omitted, except per share data)
(Unaudited)
Three Months Ended
March 31,
2023 2022
Revenues:
Homebuilding
Home sale revenues $ 3,487,637  $ 3,032,217 
Land sale and other revenues 30,066  33,159 
3,517,703  3,065,376 
Financial Services 57,938  84,143 
Total revenues 3,575,641  3,149,519 
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 entities 2,513  1,221 
Other income (expense), net 1,818  (3,359)
Income before income taxes 702,122  599,893 
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:
Basic 225,127  245,796 
Effect of dilutive securities 830  1,069 
Diluted 225,957  246,865 



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PulteGroup, Inc.
Condensed Consolidated Balance Sheets
($000's omitted)
(Unaudited)
March 31,
2023
December 31,
2022
ASSETS
Cash and equivalents $ 1,278,025  $ 1,053,104 
Restricted cash 48,829  41,449 
Total cash, cash equivalents, and restricted cash 1,326,854  1,094,553 
House and land inventory 11,431,877  11,326,017 
Land held for sale 48,036  42,254 
Residential mortgage loans available-for-sale 420,638  677,207 
Investments in unconsolidated entities 144,664  146,759 
Other assets 1,246,492  1,291,572 
Goodwill 68,930  68,930 
Other intangible assets 64,205  66,875 
Deferred tax assets 79,346  82,348 
$ 14,831,042  $ 14,796,515 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Accounts payable $ 488,757  $ 565,975 
Customer deposits 796,384  783,556 
Deferred tax liabilities 240,604  215,446 
Accrued and other liabilities 1,675,404  1,685,202 
Financial Services debt 324,447  586,711 
Notes payable 2,041,637  2,045,527 
5,567,233  5,882,417 
Shareholders' equity 9,263,809  8,914,098 
$ 14,831,042  $ 14,796,515 

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PulteGroup, Inc.
Consolidated Statements of Cash Flows
($000's omitted)
(Unaudited)
Three Months Ended
March 31,
2023 2022
Cash flows from operating activities:
Net income $ 532,259  $ 454,723 
Adjustments to reconcile net income to net cash from operating activities:
Deferred income tax expense 28,152  13,407 
Land-related charges 5,683  3,510 
Depreciation and amortization 19,139  16,181 
Equity income from unconsolidated entities (2,513) (1,221)
Distributions of income from unconsolidated entities 3,509  — 
Share-based compensation expense 12,488  16,615 
Other, net 50  48 
Increase (decrease) in cash due to:
Inventories (85,408) (814,768)
Residential mortgage loans available-for-sale 256,360  436,865 
Other assets 25,053  (35,344)
Accounts payable, accrued and other liabilities (83,404) 117,650 
Net cash provided by operating activities 711,368  207,666 
Cash flows from investing activities:
Capital expenditures (23,743) (30,686)
Investments in unconsolidated entities (1,117) (6,681)
Distributions of capital from unconsolidated entities 2,216  — 
Business acquisition —  (10,400)
Other investing activities, net (1,570) (199)
Net cash used in investing activities (24,214) (47,966)
Cash flows from financing activities:
Repayments of notes payable (4,500) — 
Financial Services repayments, net (262,264) (229,985)
Proceeds from liabilities related to consolidated inventory not owned 18,449  — 
Payments related to consolidated inventory not owned (10,099) — 
Share repurchases (150,000) (500,000)
Cash paid for shares withheld for taxes (10,059) (13,614)
Dividends paid (36,380) (37,796)
Net cash used in financing activities (454,853) (781,395)
Net increase (decrease) in cash, cash equivalents, and restricted cash 232,301  (621,695)
Cash, cash equivalents, and restricted cash at beginning of period 1,094,553  1,833,565 
Cash, cash equivalents, and restricted cash at end of period $ 1,326,854  $ 1,211,870 
Supplemental Cash Flow Information:
Interest paid (capitalized), net $ 6,205  $ 5,157 
Income taxes paid (refunded), net $ 209  $ 1,915 

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PulteGroup, Inc.
Segment Data
($000's omitted)
(Unaudited)
Three Months Ended
March 31,
2023 2022
HOMEBUILDING:
Home sale revenues $ 3,487,637  $ 3,032,217 
Land sale and other revenues 30,066  33,159 
Total Homebuilding revenues 3,517,703  3,065,376 
Home sale cost of revenues (2,472,329) (2,142,978)
Land sale and other cost of revenues (24,967) (32,002)
Selling, general, and administrative expenses ("SG&A") (336,518) (329,022)
Equity income from unconsolidated entities 2,513  1,221 
Other income (expense), net 1,818  (3,295)
Income before income taxes $ 688,220  $ 559,300 
FINANCIAL SERVICES:
Income before income taxes $ 13,902  $ 40,593 
CONSOLIDATED:
Income before income taxes $ 702,122  $ 599,893 

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PulteGroup, Inc.
Segment Data, continued
($000's omitted)
(Unaudited)
Three Months Ended
March 31,
2023 2022
Home sale revenues $ 3,487,637  $ 3,032,217 
Closings - units
Northeast 337  262 
Southeast 1,168  1,026 
Florida 1,752  1,433 
Midwest 757  944 
Texas 1,308  1,210 
West 1,072  1,164 
6,394  6,039 
Average selling price $ 545  $ 502 
Net new orders - units
Northeast 385  425 
Southeast 1,347  1,331 
Florida 1,878  1,873 
Midwest 1,083  1,163 
Texas 1,424  1,514 
West 1,237  1,665 
7,354  7,971 
Net new orders - dollars $ 3,789,993  $ 4,731,272 
Unit backlog
Northeast 522  951 
Southeast 2,085  2,781 
Florida 4,767  5,870 
Midwest 1,676  2,907 
Texas 1,905  3,403 
West 2,174  4,023 
13,129  19,935 
Dollars in backlog $ 7,976,424  $ 11,519,770 


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PulteGroup, Inc.
Segment Data, continued
($000's omitted)
(Unaudited)
Three Months Ended
March 31,
2023 2022
MORTGAGE ORIGINATIONS:
Origination volume 3,869  4,057 
Origination principal $ 1,516,450  $ 1,539,897 
Capture rate 78.3  % 81.0  %


Supplemental Data
($000's omitted)
(Unaudited)
Three Months Ended
March 31,
2023 2022
Interest in inventory, beginning of period $ 137,262  $ 160,756 
Interest capitalized 31,802  31,583 
Interest expensed (27,793) (33,669)
Interest in inventory, end of period $ 141,271  $ 158,670 


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PulteGroup, Inc.
Reclassification of Closing Cost Incentives

The following table set forth a reconciliation of the reclassification of closing costs incentives for the current and prior year period ($000's omitted):
Three Months Ended
March 31,
2023 2022
Home sale revenues (a)
$ 3,568,844  $ 3,070,313 
Closing cost incentives (81,207) (38,096)
Home sale revenues (b)
$ 3,487,637  $ 3,032,217 
Gross margin as a percentage of home sale revenues (a)
28.4  % 29.0  %
Closing cost incentives 0.7  % 0.4  %
Gross margin as a percentage of home sale revenues (b)
29.1  % 29.3  %
SG&A as a percentage of home sale revenues (a)
9.4  % 10.7  %
Closing cost incentives 0.2  % 0.1  %
SG&A as a percentage of home sale revenues (b)
9.6  % 10.9  %
(a) As previously presented
(b) As currently presented

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PulteGroup, Inc.
Reconciliation of Non-GAAP Financial Measures

This report contains information about our debt-to-capital ratios. These measures could be considered non-GAAP financial measures under the SEC's rules and should be considered in addition to, rather than as a substitute for, comparable GAAP financial measures. We calculate total net debt by subtracting total cash, cash equivalents, and restricted cash from notes payable to present the amount of assets needed to satisfy the debt. We use the debt-to-capital and net debt-to-capital ratios as indicators of our overall leverage and believe they are useful financial measures in understanding the leverage employed in our operations. We believe that these measures provide investors relevant and useful information for evaluating the comparability of financial information presented and comparing our profitability and liquidity to other companies in the homebuilding industry. Although other companies in the homebuilding industry report similar information, the methods used may differ. We urge investors to understand the methods used by other companies in the homebuilding industry to calculate these measures and any adjustments thereto before comparing our measures to those of such other companies.

The following table sets forth a reconciliation of the debt-to-capital ratios ($000's omitted):
Debt-to-Capital Ratios
March 31,
2023
December 31,
2022
Notes payable $ 2,041,637  $ 2,045,527 
Shareholders' equity 9,263,809  8,914,098 
Total capital $ 11,305,446  $ 10,959,625 
Debt-to-capital ratio 18.1  % 18.7  %
Notes payable $ 2,041,637  $ 2,045,527 
Less: Total cash, cash equivalents, and
     restricted cash
(1,326,854) (1,094,553)
Total net debt $ 714,783  $ 950,974 
Shareholders' equity 9,263,809  8,914,098 
Total net capital $ 9,978,592  $ 9,865,072 
Net debt-to-capital ratio 7.2  % 9.6  %

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EX-99.2 3 ex992sharerepurchaseincrea.htm EX-99.2 - SHARE REPURCHASE PROGRAM PRESS RELEASE Document

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FOR IMMEDIATE RELEASE Company Contact
Investors: Jim Zeumer
(404) 978-6434
          Email: jim.zeumer@pultegroup.com

PULTEGROUP, INC. ANNOUNCES $1.0 BILLION INCREASE TO
SHARE REPURCHASE AUTHORIZATION

ATLANTA – April 25, 2023 – PulteGroup, Inc. (NYSE: PHM) announced today that its Board of Directors has approved a $1.0 billion increase to the Company’s share repurchase authorization. This increase brings the Company’s total share repurchase authorization to $1.2 billion.

“Given the strong operating and financial results of our homebuilding operations, we continue to strategically allocate capital to grow our business over time, while maintaining an appropriate capital structure and return funds to our shareholders,” said Ryan Marshall, PulteGroup President and CEO. “Even during this recent period of more volatile market dynamics, we have demonstrated our commitment to returning funds to shareholders as we focus on creating long-term shareholder value.”

Over the past decade, PulteGroup has returned over $6 billion to its shareholders through the payment of dividends and share repurchases.

About PulteGroup
PulteGroup, Inc. (NYSE: PHM), based in Atlanta, Georgia, is one of America’s largest homebuilding companies with operations in more than 40 markets throughout the country. Through its brand portfolio that includes Centex, Pulte Homes, Del Webb, DiVosta Homes, American West and John Wieland Homes and Neighborhoods, the company is one of the industry’s most versatile homebuilders able to meet the needs of multiple buyer groups and respond to changing consumer demand. PulteGroup’s purpose is building incredible places where people can live their dreams.

For more information about PulteGroup, Inc. and PulteGroup’s brands, go to pultegroup.com; www.pulte.com; www.centex.com; www.delwebb.com; www.divosta.com; www.jwhomes.com; and www.americanwesthomes.com. Follow PulteGroup, Inc. on Twitter: @PulteGroupNews.

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