LGI Homes Inc
For the period ended Dec 31, 2024. Filed Feb 26, 2025.
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FY2024 · Filed Feb 26, 2025
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Note
- REAL ESTATE INVENTORY
Our real estate inventory consists of the following (in thousands):
| December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Land, land under development, and finished lots | $2,287,352 | $2,099,133 |
| Information centers | 57,622 | 47,936 |
| Homes in progress | 325,579 | 313,124 |
| Completed homes | 680,160 | 542,996 |
| Total owned inventory | 3,350,713 | 3,003,189 |
| Real estate not owned | 37,140 | 104,459 |
| Total real estate inventory | $3,387,853 | $3,107,648 |
Our real estate not owned relates to land banking financing arrangements with a third-party land banker to repurchase land that we sold to the land banker as a method of acquiring finished lots in staged takedowns, while limiting risk and minimizing the use of funds from our available cash or other financing sources. See “Real Estate Inventory” under Note 2 for more information.
- PROPERTY AND EQUIPMENT
Property and equipment consist of the following (in thousands):
| December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Rental properties | $54,435 | $43,324 |
| Computer software and equipment | 4,937 | 3,946 |
| Leasehold improvements | 1,799 | 1,722 |
| Furniture and fixtures | 2,906 | 2,091 |
| Machinery and equipment | 261 | 231 |
| Total property and equipment | 64,338 | 51,314 |
| Less: Accumulated depreciation | (7,300) | (5,792) |
| Property and equipment, net | $57,038 | $45,522 |
We build and lease a number of single-family homes in select, existing communities. During the years ended December 31, 2024 and 2023, we transferred $25.1 million and $13.5 million, respectively, of home assets from real estate inventory to rental properties within property and equipment, net. During the year ended December 31, 2024, we had a bulk sale of 103 leased, single family homes and realized gains of $14.0 million included in Other income, net.
Depreciation expense incurred for the years ended December 31, 2024, 2023 and 2022 was $3.1 million, $2.4 million and $1.6 million, respectively.
- ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued and other liabilities consist of the following (in thousands):
| December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Real estate inventory development and construction payable | $48,019 | $71,193 |
| Taxes payable | 43,076 | 14,694 |
| Land banking financing arrangements | 37,140 | 104,459 |
| Accrued compensation, bonuses and benefits | 18,653 | 22,550 |
| Warranty reserve | 16,100 | 13,600 |
| Accrued interest | 13,560 | 13,522 |
| Inventory related obligations | 8,779 | 11,924 |
| Lease liability | 6,134 | 4,947 |
| Contract deposits | 4,143 | 2,909 |
| Other | 11,713 | 12,074 |
| Total accrued expenses and other liabilities | $207,317 | $271,872 |
Land Banking Financing Arrangements
We have land banking financing arrangements with a third-party land banker to repurchase land that we sold to the land banker as a method of acquiring finished lots in staged takedowns. Principal payments on these financing arrangements will generally coincide with the repurchase of lot takedowns from the land banker. We expect to complete the repurchase of all lots via takedowns associated with these transactions over the course of approximatelyone totwo years.
Inventory Related Obligations
We own lots in certain communities in Florida and Texas that have Community Development Districts or similar utility and infrastructure development special assessment programs that allocate a fixed amount of debt service associated with development activities to each lot. This obligation for infrastructure development is attached to the land, which is typically payable over a 30-year period and is ultimately assumed by the homebuyer when home sales are closed. The obligations assumed by the homebuyer represent a non-cash cost of the lots.
Estimated Warranty Reserve
We generally provide homebuyers with aone-year warranty on the house and a limited warranty for major defects in structural elements, such as framing components and foundation systems, typically ranging fromsix toten years depending on the applicable state.
Changes to our warranty accrual are as follows (in thousands):
| December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Warranty reserves, beginning of period | $13,600 | $10,750 | $7,850 |
| Warranty provision | 7,609 | 8,510 | 11,488 |
| Warranty expenditures | (5,109) | (5,660) | (8,588) |
| Warranty reserves, end of period | $16,100 | $13,600 | $10,750 |
- NOTES PAYABLE
Revolving Credit Agreement
On October 9, 2024, we entered into a Fifth Amendment to Fifth Amended and Restated Credit Agreement with several financial institutions, and Wells Fargo Bank, National Association, as administrative agent (the “Fifth Amendment”), which amended the Fifth Amended and Restated Credit Agreement, dated as of April 28, 2021, with several financial institutions, and Wells Fargo Bank, National Association, as administrative agent (as amended to date,including the Fifth Amendment, the “Credit Agreement”). The Credit Agreement provides for a $1.205 billion revolving credit facility, which can be increased at the request of the Company by up to $95.0 million, subject to the terms and conditions of the Credit Agreement. The Credit Agreement matures on April 28, 2028 with respect to $1.085 billion, or 90.0%, of the $1.205 billion of commitments thereunder and on April 28, 2025 with respect to 10.0% of the commitments thereunder.
Before each anniversary of the Credit Agreement, we may request a one-year extension of its maturity date. The Credit Agreement is guaranteed by, among others, each of our subsidiaries that have gross assets of at least $0.5 million, other than subsidiaries whose sole purpose is to own and operate single-family rental homes.
The borrowings and letters of credit outstanding under the Credit Agreement, together with the outstanding principal balance of our 8.750% Senior Notes due 2028 (the “2028 Senior Notes”), our 4.000% Senior Notes due 2029 (the “2029 Senior Notes”) and our 7.000% Senior Notes due 2032 (the “2032 Senior Notes”), may not exceed the borrowing base under the Credit Agreement. The borrowing base primarily consists of a percentage of commercial land, land held for development, lots under development and finished lots held by the Company and its subsidiaries that guarantee the obligations under the Credit Agreement. As of December 31, 2024, the borrowing base under the Credit Agreement was $1.205 billion, of which the maximum available to borrow was $1.8 billion. As of December 31, 2024, borrowings under the Credit Agreement and the outstanding principal amount of the 2028 Senior Notes, the 2029 Senior Notes and the 2032 Senior Notes totaled approximately $1.5 billion, $24.5 million of letters of credit were outstanding and $270.5 million was available to borrow under the Credit Agreement.
Borrowings under the Credit Agreement bear interest, payable monthly in arrears, at the Company’s option, at either (1) the Adjusted Term SOFR (defined as a term SOFR that is based on a fixed 1, 3 or 6 month interest period, as selected by the Company, plus a 10,15 or 25 basis point adjustment, respectively), which rate is subject to a 50 basis point floor, plus an applicable margin ranging from 145 basis points to 210 basis points (the “Applicable Margin”) based on the Company’s leverage ratio as determined in accordance with a pricing grid, or (2) the Base Rate (defined as a term SOFR that is based on a daily variable 1 month interest period plus a 10 basis point adjustment), subject to a 50 basis point floor, plus the Applicable Margin. At December 31, 2024, the Applicable Margin was 1.85%, and SOFR was 4.36%, subject to the 0.50% SOFR floor as included in the Credit Agreement.
The Credit Agreement contains various financial covenants, including a minimum tangible net worth, a leverage ratio, a minimum liquidity amount and an EBITDA to interest expense ratio. 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 December 31, 2024, we were in compliance with all of the covenants contained in the Credit Agreement.
Senior Notes Offering
On November 15, 2024, we issued $400.0 million aggregate principal amount of the 2032 Senior Notes in an offering to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S (“Regulation S”) under the Securities Act. Interest on the 2032 Senior Notes accrues at a rate of 7.000% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2025. The 2032 Senior Notes mature on November 15, 2032. The terms of the 2032 Senior Notes are governed by an Indenture, dated as of July 6, 2018, and Fifth Supplemental Indenture thereto, dated as of November 15, 2024, as may be supplemented from time to time, among us, our subsidiaries that guarantee our obligations under the Credit Agreement and Regions Bank, as trustee.
On November 21, 2023, we issued $400.0 million aggregate principal amount of the 2028 Senior Notes in an offering to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S. Interest on the 2028 Senior Notes accrues at a rate of 8.750% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2024. The 2028 Senior Notes mature on December 15, 2028. The terms of the 2028 Senior Notes are governed by an Indenture, dated as of July 6, 2018, and Fourth Supplemental Indenture thereto, dated as of November 21, 2023, as may be supplemented from time to time, among us, our subsidiaries that guarantee our obligations under the Credit Agreement and Regions Bank, as trustee.
On June 28, 2021, we issued $300.0 million aggregate principal amount of the 2029 Senior Notes in an offering to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S. Interest on the 2029 Senior Notes accrues at a rate of
4.000% per annum, payable semi-annually in arrears on January 15 and July 15 of each year. The 2029 Senior Notes mature on July 15, 2029. The terms of the 2029 Senior Notes are governed by an Indenture, dated as of July 6, 2018, and Third Supplemental Indenture thereto, dated as of June 28, 2021, as may be supplemented from time to time, among us, our subsidiaries that guarantee our obligations under the Credit Agreement and Wilmington Trust, National Association, as trustee.
Notes payable consist of the following (in thousands):
| December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Notes payable under the Credit Agreement ($1.205 billion revolving credit facility at December 31, 2024) maturing in part on April 28, 2025 and in part on April 28, 2028; interest paid monthly at SOFR plus 1.85%. | $401,946 | $569,633 |
| 8.750% Senior Notes due December 15, 2028; interest paid semi-annually at 8.750%. | 400,000 | 400,000 |
| 4.000% Senior Notes due July 15, 2029; interest paid semi-annually at 4.000%. | 300,000 | 300,000 |
| 7.000% Senior Notes due November 15, 2032; interest paid semi-annually at 7.000%. | 400,000 | — |
| Net debt issuance costs | (21,228) | (21,301) |
| Total notes payable | $1,480,718 | $1,248,332 |
As of December 31, 2024, the annual aggregate maturities of notes payable during each of the next five fiscal years are as follows (in thousands):
| Amount | |
|---|---|
| 2025 | $40,028 |
| 2026 | — |
| 2027 | — |
| 2028 | 761,918 |
| 2029 | 300,000 |
| Thereafter | 400,000 |
| Total notes payable | 1,501,946 |
| Less: Net debt issuance costs | (21,228) |
| Net notes payable | $1,480,718 |
Capitalized Interest
Interest activity, including other financing costs, for notes payable and financing arrangements for the periods presented is as follows (in thousands):
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Interest incurred | $119,009 | $87,604 | $49,281 |
| Less: Amounts capitalized | (119,009) | (87,604) | (49,281) |
| Interest expense | $— | $— | $— |
| Cash paid for interest | $112,984 | $80,963 | $41,593 |
Included in interest incurred was amortization of deferred financing costs and applicable discounts for notes payable and financing arrangements of $14.0 million, $13.6 million and $5.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.
- INCOME TAXES
The provision for income taxes consisted of the following (in thousands):
| Year ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Current: | |||
| Federal | $53,114 | $54,013 | $77,922 |
| State | 10,836 | 10,492 | 13,615 |
| Current tax provision | 63,950 | 64,505 | 91,537 |
| Deferred: | |||
| Federal | (931) | (1,638) | 33 |
| State | (177) | (340) | (21) |
| Deferred tax provision (benefit) | (1,108) | (1,978) | 12 |
| Total income tax provision | $62,842 | $62,527 | $91,549 |
Income taxes paid were $35.3 million, $96.5 million and $56.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.
A reconciliation of the provision for income taxes and the amount computed by applying the statutory federal income tax rate to income before provision for income taxes for the years ended December 31, 2024, 2023 and 2022 (in thousands):
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 · 2023 · 2022 | ||||||
| Tax at federal statutory rate | $54,372 | 21.0% | $54,968 | 21.0% | $87,805 | 21.0% |
| State income taxes (net of federal benefit) | 8,448 | 3.3 | 8,052 | 3.1 | 10,749 | 2.6 |
| Stock-based compensation | (93) | — | (2,230) | (0.9) | (2,199) | (0.5) |
| Non deductible expenses and other | 2,054 | 0.8 | 3,033 | 1.2 | 4,313 | 1.0 |
| Change in tax rates - deferred taxes | (187) | (0.1) | (89) | — | 23 | — |
| Federal energy efficient homes tax credits | (1,752) | (0.7) | (1,207) | (0.5) | (9,142) | (2.2) |
| Tax at effective rate | $62,842 | 24.3% | $62,527 | 23.9% | $91,549 | 21.9% |
The 2024 effective tax rate differs from the federal statutory rate primarily due to state income tax expense on current year earnings and non-deductible salaries related to Section 162(m) of the U.S. Internal Revenue Code, as amended (the “Code”), partially offset by benefits associated with the federal energy efficient homes tax credits (the “45L Tax Credits”). The 2023 effective tax rate differs from the federal statutory rate primarily due to state income tax expense on current year earnings and non-deductible salaries related to Section 162(m) of the Code, partially offset by the windfalls for share-based payments and benefits associated with the 45L Tax Credits. The 2022 effective tax rate differs from the federal statutory rate primarily due to state income tax expense on current year earnings and non-deductible salaries related to Section 162(m) of the Code, partially offset by benefits associated with the 45L Tax Credits and the windfalls for share-based payments.
Income tax expense for 2024, 2023 and 2022 includes a benefit of $1.8 million, $1.2 million and $9.1 million, respectively, associated with the 45L Tax Credits. The 45L Tax Credits provision applies to qualifying homes closed through December 31, 2024.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
The components of net deferred tax assets and liabilities at December 31, 2024 and 2023 are as follows (in thousands):
| December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Deferred tax assets: | ||
| Accruals and reserves | $5,752 | $6,222 |
| Stock-based compensation | 3,136 | 2,271 |
| Inventory | 1,531 | 1,197 |
| Leases | 1,181 | 891 |
| Other | 2,938 | 2,381 |
| Total deferred tax assets | 14,538 | 12,962 |
| Deferred tax liabilities: | ||
| Prepaids | (1,075) | (1,242) |
| Leases | (1,305) | (1,076) |
| Goodwill and other assets amortized for tax | (1,258) | (1,126) |
| Tax depreciation in excess of book depreciation | (885) | (827) |
| Other | (744) | (528) |
| Total deferred tax liabilities | (5,267) | (4,799) |
| Total net deferred tax assets | $9,271 | $8,163 |
All Company operations are domestic. We file U.S. and state income tax returns in jurisdictions with varying statutes of limitations. The statute of limitations with regards to our federal income tax filings is three years. The statute of limitations for our state tax jurisdictions is three to four years depending on the jurisdiction. In the normal course of business, we are subject to tax audits in various jurisdictions, and such jurisdictions may assess additional income taxes. We do not expect the outcome of any audit to have a material effect on our consolidated financial statements; however, audit outcomes and the timing of audit adjustments are subject to significant uncertainty.
- EQUITY
We are authorized to issue 250,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. As of December 31, 2024 and 2023, no shares of preferred stock were issued or outstanding.
At December 31, 2024, we had 27,644,413 shares of common stock issued and 23,397,074 shares of common stock outstanding, including 4,247,339 treasury shares of our common stock. At December 31, 2023, we had 27,521,120 shares of common stock issued and 23,581,648 shares of common stock outstanding, including 3,939,472 treasury shares of our common stock.
In February 2022, our Board of Directors (the “Board”) approved a $200.0 million increase to our previously authorized stock repurchase program, pursuant to which we may purchase up to $550.0 million of shares of our common stock through open market transactions, privately negotiated transactions or otherwise in accordance with applicable laws. During the years ended December 31, 2024 and 2022, we repurchased 307,867 shares of our common stock for $30.8 million to be held as treasury stock, excluding the excise taxes accrued on our share repurchases as a result of the Inflation Reduction Act of 2022, and 892,916 shares of our common stock for $95.1 million to be held as treasury stock, respectively. During the year ended December 31, 2023, we did not repurchase any shares of our common stock. A total of 3,247,339 shares of our common stock has been repurchased since our stock repurchase program commenced. As of December 31, 2024, we may purchase up to $180.7 million of shares of our common stock under our stock repurchase program.
Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2024, 2023 and 2022.
| For the Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Numerator (in thousands): | |||
| Net income (Numerator for basic and dilutive earnings per share) | $196,071 | $199,227 | $326,567 |
| Denominator: | |||
| Basic weighted average shares outstanding | 23,529,724 | 23,507,136 | 23,486,465 |
| Effect of dilutive securities: | |||
| Stock-based compensation units | 80,733 | 141,412 | 244,305 |
| Diluted weighted average shares outstanding | 23,610,457 | 23,648,548 | 23,730,770 |
| Basic earnings per share | $8.33 | $8.48 | $13.90 |
| Diluted earnings per share | $8.30 | $8.42 | $13.76 |
| Antidilutive non-vested restricted stock units excluded from calculation of diluted earnings per share | 46,146 | 11,412 | 50,003 |
- STOCK-BASED COMPENSATION
Non-performance Based Restricted Stock Units
A total of 2,680,172 shares of our common stock have been reserved for issuance under the LGI Homes, Inc. Amended and Restated 2013 Equity Incentive Plan (the “2013 Incentive Plan”). There were 194,953 restricted stock units (“RSUs”) outstanding at December 31, 2024, issued at a $0.00 exercise price.
The following table summarizes the activity of our time-vested RSUs:
| Shares | Weighted Average Grant Date Fair Value | |
|---|---|---|
| Balance at December 31, 2021 | 117,874 | $80.85 |
| Granted | 83,251 | $110.03 |
| Vested | (46,981) | $66.57 |
| Forfeited | (7,905) | $101.48 |
| Balance at December 31, 2022 | 146,239 | $100.93 |
| Granted | 48,946 | $109.47 |
| Vested | (53,894) | $71.84 |
| Forfeited | (7,932) | $115.05 |
| Balance at December 31, 2023 | 133,359 | $114.98 |
| Granted | 105,350 | $104.63 |
| Vested | (28,100) | $138.06 |
| Forfeited | (15,656) | $108.24 |
| Balance at December 31, 2024 | 194,953 | $106.60 |
In 2024, we issued 17,767 RSUs to senior management for the time-based portion of our 2024 long-term incentive compensation program and 30,876 RSUs for 2023 annual bonuses to managers, which generally cliff vest on the third anniversary of the grant date. In 2023, we issued 22,912 RSUs to senior management for the time-based portion of our 2023 long-term incentive compensation program and 8,256 RSUs for 2022 annual bonuses to managers, which generally cliff vest on the third anniversary of the grant date. In 2022, we issued 16,731 RSUs to senior management for the time-based portion of our 2022 long-term incentive compensation program and 10,404 RSUs for 2021 annual bonuses to managers, which generally cliff vest on the third anniversary of the grant date. In addition, during the years ended December 31, 2024, 2023 and 2022, we issued 56,707,17,778 and 56,116 RSUs, respectively, to certain employees, executives and non-employee directors, which vest over periods ranging fromone tothree years. Under the terms of the grant award agreements, all of the RSUs may only be settled in shares of our common stock.
We recognized $5.2 million, $4.9 million, and $3.6 million of stock-based compensation expense related to outstanding RSUs for the years ended December 31, 2024, 2023 and 2022, respectively. At December 31, 2024, we had unrecognized compensation cost of $11.0 million related to unvested RSUs, which is expected to be recognized over a weighted average period of 2.1 years.
Performance-Based Restricted Stock Units
The Compensation Committee of the Board has granted awards of performance-based RSUs (“PSUs”) under the 2013 Incentive Plan to certain members of senior management based onthree-year performance cycles. At December 31, 2024, there were 196,770 PSUs outstanding that have been granted to certain members of management at a $0.00 exercise price. The PSUs provide for shares of our common stock to be issued based on the attainment of certain performance metrics over the applicable three-year periods. The number of shares of our common stock that may be issued to the recipients for the PSUs range from 0% to 200% of the target amount depending on actual results as compared to the target performance metrics. The terms of the PSUs provide that the payouts will be capped at 100% of the target number of PSUs granted if absolute total stockholder return is negative during the performance period, regardless of EPS performance; this market condition applies for amounts recorded above target. The compensation expense associated with the PSU grants is determined using the derived grant date fair value, based on a third-party valuation analysis, and expensed over the applicable period. The PSUs vest upon the determination date for the actual results at the end of the three-year period and require that the recipients continue to be employed by us through the determination date. The PSUs can only be settled in shares of our common stock.
The following table summarizes the activity of our PSUs:
| Period Granted | Performance Period | Target PSUs Outstanding at December 31, 2023 | Target PSUs Granted | Target PSUs Forfeited | Target PSUs Vested | Target PSUs Outstanding at December 31, 2024 | Weighted Average Grant Date Fair Value |
|---|---|---|---|---|---|---|---|
| 2021 | 2021 - 2023 | 43,159 | — | — | (43,159) | — | $141.00 |
| 2022 | 2022 - 2024 | 63,304 | — | (3,032) | — | 60,272 | $118.80 |
| 2023 | 2023 - 2025 | 72,443 | — | (3,355) | — | 69,088 | $104.36 |
| 2024 | 2024 - 2026 | — | 70,947 | (3,537) | — | 67,410 | $111.94 |
| Total | 178,906 | 70,947 | (9,924) | (43,159) | 196,770 |
At December 31, 2024, management estimates that the recipients will receive approximately 100%,73.3% and 0% of the 2024, 2023 and 2022 target number of PSUs, respectively, at the end of the applicable three-year performance cycle based on projected performance compared to the target performance metrics. We recognized $4.3 million, $2.9 million and $4.5 million of total stock-based compensation expense related to outstanding PSUs for the years ended December 31, 2024, 2023 and 2022, respectively. The 2021 - 2023 performance period PSUs vested and issued on March 8, 2024 at 93.6% of the target number. At December 31, 2024, we had unrecognized compensation cost of $8.2 million, based on the probable amount, related to unvested PSUs, which is expected to be recognized over a weighted average period of 1.7 years.
Employee Stock Purchase Plan
The LGI Homes, Inc. Employee Stock Purchase Plan (the “ESPP”) provides for employees to make quarterly elections for payroll withholdings to purchase shares of our common stock at a 15% discount from the closing price of our common stock on the purchase date, which is the last business day of each calendar quarter. During the years ended December 31, 2024, 2023 and 2022, we issued 54,794,53,078 and 73,461 shares of our common stock to the ESPP participants. We received net proceeds of approximately $4.8 million, $5.3 million and $5.6 million related to the ESPP for 2024, 2023 and 2022, respectively. We recognized $0.9 million, $0.9 million and $1.0 million in stock compensation expense related to the ESPP for 2024, 2023 and 2022, respectively. The ESPP contributions are not refundable (other than in the case of termination of employment) and, therefore, the shares purchasable with the amounts withheld are included in weighted-average shares outstanding for both basic and diluted earnings per share. The maximum aggregate number of shares of our common stock which may be issued pursuant to the ESPP is 500,000 shares, and as of December 31, 2024,51,921 shares of our common stock remain available for issuance under the ESPP.
- FAIR VALUE DISCLOSURES
ASC Topic 820, Fair Value Measurements(“ASC 820”), defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date” within an entity’s principal market, if any. The principal market is the market in which the reporting entity would sell the asset or transfer the liability with the most significant volume and level of activity, regardless of whether it is the market in which the entity will ultimately transact for a particular asset or liability or if a different market is potentially more advantageous. Accordingly, this exit price concept may result in a fair value that differs from the transaction price or market price of the asset or liability.
ASC 820 provides a framework for measuring fair value under GAAP, expands disclosures about fair value measurements, and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the fair value hierarchy are summarized as follows:
Level 1 - Fair value is based on quoted prices in active markets for identical assets or liabilities.
Level 2 - Fair value is determined using significant observable inputs, generally either quoted prices in active markets for
similar assets or liabilities, or quoted prices in markets that are not active.
Level 3 - Fair value is determined using one or more significant inputs that are unobservable in active markets at the
measurement date, such as a pricing model, discounted cash flow, or similar technique.
We utilize fair value measurements to account for certain items and account balances within our consolidated financial statements. Fair value measurements may also be utilized on a nonrecurring basis, such as for the impairment of long-lived assets. The fair value of financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and certain accrued liabilities, approximate their carrying amounts due to the short-term nature of these instruments. As of December 31, 2024, the Credit Agreement’s carrying value approximates market value since it has a floating interest rate, which increases or decreases with market interest rates and our leverage ratio.
In order to determine the fair value of each of the 2028 Senior Notes, the 2029 Senior Notes and the 2032 Senior Notes, the future contractual cash flows are discounted at our estimate of current market rates of interest, which were determined based upon the average interest rates of similar senior notes within the homebuilding industry (Level 2 measurement).
The following table below shows the level and measurement of liabilities at December 31, 2024 and 2023 (in thousands):
| December 31, 2024 · December 31, 2023 | |||||
|---|---|---|---|---|---|
| Fair Value Hierarchy | Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | |
| 2028 Senior Notes (1) | Level 2 | $400,000 | $436,783 | $400,000 | $486,306 |
| 2029 Senior Notes (1) | Level 2 | $300,000 | $274,692 | $300,000 | $296,381 |
| 2032 Senior Notes (1) | Level 2 | $400,000 | $421,247 | $— | $— |
(1)See Note 6 for more details regarding the offerings of the 2028 Senior Notes, the 2029 Senior Notes and the 2032 Senior Notes.
- RETIREMENT BENEFITS
Our employees are eligible to participate in a 401(k) savings plan. Employees are eligible to participate beginning in the quarterly period after completing 30 days of service and attaining the age of 21. Salary deferrals are allowed in amounts up to 100% of an eligible employee’s salary, not to exceed the maximum permitted by law. We may make a discretionary match of up to 100% of the first 4% of an eligible employee’s deferral, not to exceed the maximum allowed by law. For the years ended December 31, 2024, 2023 and 2022, our matching contributions were $4.5 million, $4.4 million and $4.5 million, respectively.
- COMMITMENTS AND CONTINGENCIES
Contingencies
In the ordinary course of doing business, we are subject to claims or proceedings from time to time relating to the purchase, development and sale of real estate and homes and other aspects of our homebuilding operations. Management believes that these claims include usual obligations incurred by real estate developers and residential home builders in the normal course of business. In the opinion of management, these matters will not have a material effect on our consolidated financial position, results of operations or cash flows.
We have provided unsecured environmental indemnities to certain lenders and other counterparties. In each case, we have performed due diligence on the potential environmental risks including obtaining an independent environmental review from outside environmental consultants. These indemnities obligate us to reimburse the guaranteed parties for damages related to environmental matters. There is no term or damage limitation on these indemnities; however, if an environmental matter arises, we may have recourse against other previous owners. In the ordinary course of doing business, we are subject to regulatory proceedings from time to time related to environmental and other matters. In the opinion of management, these matters will not have a material effect on our consolidated financial position, results of operations or cash flows.
Class Action Lawsuit
On May 23, 2023, a class action lawsuit was filed by Rikki McAlister, a former sales representative, on behalf of herself and all others similarly situated, in the District Court of Arapahoe County, State of Colorado, against LGI Homes Corporate,
LLC, a subsidiary of the Company, alleging violations of Colorado employment law, including failure to pay overtime compensation, failure to provide rest periods and improper deductions from wages. On November 21, 2023, the lawsuit was removed to the United States District Court for the District of Colorado, which granted the plaintiff’s motion for class certification on December 6, 2024. The plaintiff in the lawsuit is requesting as damages, on behalf of the plaintiff and all members of the class, unpaid back wages, unpaid minimum wages, unpaid overtime compensation, reimbursement for unlawfully-deducted wages, compensation for rest periods not provided, certain mandatory and additional penalties, reasonable attorney’s fees and incurred costs. We have responded to the complaint and intend to defend ourselves vigorously against the allegations.
Land Deposits
We have land purchase contracts, generally through cash deposits, for the right to purchase land or lots at a future point in time with predetermined terms. We do not have title to the property, and obligations with respect to the land purchase contracts are generally limited to the forfeiture of the related nonrefundable cash deposits. The following is a summary of our land purchase deposits included in pre-acquisition costs and deposits (in thousands, except for lot count):
| December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Land deposits and option payments (1) | $29,040 | $26,955 |
| Commitments under the land purchase contracts if the purchases are consummated | $653,861 | $513,941 |
| Lots under land purchase contracts (1) | 17,582 | 15,750 |
(1) Includes land banking financing arrangements, see Note 3 and Note 5 for more details regarding real estate not owned.
As of December 31, 2024 and 2023, approximately $10.4 million and $11.4 million, respectively, of the land deposits are related to purchase contracts to deliver finished lots that are refundable under certain circumstances, such as feasibility or specific performance, and secured by mortgages or letters of credit or guaranteed by the seller or its affiliates.
Lease Obligations
We recognize lease obligations and associated ROU assets for our existing non-cancelable leases. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We have non-cancelable operating leases primarily associated with our corporate and regional office facilities. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectations regarding the terms. Variable lease costs such as common area costs and property taxes are expensed as incurred. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. ROU assets, as included inother assets on the consolidated balance sheets, were $5.6 and $4.6 million as of December 31, 2024 and 2023, respectively. Lease obligations, as included inaccrued expenses and other liabilities on the consolidated balance sheets, were $6.1 million and $4.9 million as of December 31, 2024 and 2023, respectively.
Operating lease cost, as included in general and administrative expense in our consolidated statements of operations, totaled $2.4 million, $2.5 million and $2.1 million for the years ended December 31, 2024, 2023 and 2022, respectively. Cash paid for amounts included in the measurement of lease liabilities for operating leases during the years ended December 31, 2024 and 2023 was $1.9 million and $1.9 million, respectively. As of December 31, 2024, the weighted-average discount rate was 5.9% and our weighted-average remaining life was 2.1 years. We do not have any significant lease contracts that have not yet commenced at December 31, 2024.
The table below shows the future minimum payments under non-cancelable operating leases at December 31, 2024 (in thousands):
| Year Ending December 31, | Operating leases |
|---|---|
| 2025 | $1,892 |
| 2026 | 1,674 |
| 2027 | 1,486 |
| 2028 | 1,062 |
| 2029 | 473 |
| Thereafter | 331 |
| Total | 6,918 |
| Lease amount representing interest | (784) |
| Present value of lease liabilities | $6,134 |
Bonding and Letters of Credit
We have outstanding letters of credit and performance and surety bonds totaling $377.5 million (including $24.5 million of letters of credit issued under the Credit Agreement) and $357.0 million (including $28.1 million of letters of credit issued under the our credit agreement then in effect) at December 31, 2024 and 2023, respectively, related to our obligations for site improvements at various projects. Management does not believe that draws upon the letters of credit, surety bonds, or financial guarantees if any, will have a material effect on our consolidated financial position, results of operations, or cash flows.
Investment in Unconsolidated Entities
As of December 31, 2024, we had two equity-method real estate joint ventures and four additional joint ventures engaged primarily to provide services, such as mortgage and insurance, to our homebuyers. As of December 31, 2024 and 2023, we have a total of $28.3 million and $21.5 million, respectively, within other assets on the balance sheet relating to our investment in joint ventures associated with our operations. Contributions into the unconsolidated entities are for the use of investing in certain real estate transactions and residential mortgage services, respectively. Income associated with our investment in unconsolidated entities was $13.3 million, $12.8 million and $5.5 million, within other income, net on the statement of operations for the years ended December 31, 2024, 2023 and 2022, respectively.
- REVENUES
Revenue Recognition
Revenues from home sales are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Revenues from home sales are recorded at the time each home sale is closed, title and possession are transferred to the customer and we have no significant continuing involvement with the home. Home sales discounts and incentives granted to customers, which are related to the customers’ closing costs that we pay on the customers’ behalf, are recorded as a reduction of revenue in our consolidated financial statements of operations.
The following table presents our home sales revenues disaggregated by revenue stream (in thousands):
| For the Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Retail home sales revenues | $2,038,520 | $2,156,237 | $1,963,896 |
| Wholesale home sales revenues | 164,078 | 202,343 | 340,559 |
| Total home sales revenues | $2,202,598 | $2,358,580 | $2,304,455 |
The following table presents our home sales revenues disaggregated by geography, based on our determined reportable segments in Note 14 (in thousands):
| For the Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Central | $564,608 | $730,688 | $1,011,844 |
| Southeast | 538,170 | 556,808 | 455,340 |
| Northwest | 258,407 | 251,171 | 253,416 |
| West | 472,655 | 381,102 | 300,968 |
| Florida | 368,758 | 438,811 | 282,887 |
| Home sales revenues | $2,202,598 | $2,358,580 | $2,304,455 |
Home Sales Revenues
We generate revenues primarily by delivering move-in ready entry-level and move-up spec homes sold under our LGI Homes brand and our luxury series spec homes sold under our Terrata Homes brand.
Retail homes sold under both our LGI Homes brand and Terrata Homes brand focus on providing move-in ready homes with standardized features within favorable markets that meet certain demographic and economic conditions. Our LGI Homes brand primarily markets to entry-level or first-time homebuyers, while our Terrata Homes brand primarily markets to move-up homebuyers.
Wholesale homes are primarily sold under a bulk sales agreement and focus on providing move-in ready homes with standardized features to real estate investors that will ultimately use the single-family homes as rental properties.
Performance Obligations
Our contracts with customers include a single performance obligation to transfer a completed home to the customer. We generally determine selling price per home on the expected cost plus margin. Our contracts contain no significant financing terms as customers who finance do so through a third party. Performance obligations are satisfied at a moment in time when the home is complete and control of the asset is transferred to the customer at closing. Home sales proceeds are generally received from the title company within a few business days after closing.
Sales and broker commissions are incremental costs incurred to obtain a contract with a customer that would not have been incurred if the contract had not been obtained. Sales and broker commissions are expensed upon fulfillment of a home closing. Advertising costs are costs to obtain a contract that would have been incurred regardless of whether the contract was obtained and are recognized as an expense when incurred. Sales and broker commissions and advertising costs are recorded within sales and marketing expense presented in our consolidated statements of operations as selling expenses.
- SEGMENT INFORMATION
We operate one principal homebuilding business that is organized and reports by division. We have seven operating segments (our Central, Midwest, Southeast, Mid-Atlantic, Northwest, West and Florida divisions) that we aggregate into five qualifying reportable segments at December 31, 2024: our Central, Southeast, Northwest, West and Florida divisions. These segments reflect the way we evaluate our business performance and manage our operations. For reporting purposes, our homebuilding operations are aggregated into five reportable segments as follows:
Central: Texas, Oklahoma, Minnesota
Southeast: Georgia, Alabama, Tennessee, North Carolina, South Carolina,
West Virginia, Maryland, Pennsylvania, Virginia
Northwest: Colorado, Washington, Oregon
West: Arizona, New Mexico, Nevada, California, Utah
Florida: Florida
In determining the most appropriate reportable segments, we consider operating segments’ economic and other characteristics, including home floor plans, average selling prices, gross margin percentage, geographical proximity, production construction processes, suppliers, subcontractors, regulatory environments, customer type and underlying demand and supply. Each operating segment follows the same accounting policies and is managed by our management team. We have no inter-segment sales, as all sales are to external customers. Operating results for each segment may not be indicative of the results for such segment had it been an independent, stand-alone entity for the periods presented.
Our Chief Executive Officer and Chairman of the Board and our President and Chief Operating Officer have been determined to be our chief operating decision-makers (“CODMs”). The CODMs primarily evaluate the segments’ operating performance and allocate resources for all of our reportable segments based on net income before income taxes. For all of the segments, the CODMs use segment income before income tax expense in the annual budget and forecasting process. These operating results are reviewed against actual and forecasted figures, with income before income taxes being the key operating metric used to measure profit or loss.
Financial information relating to our reportable segments was as follows (in thousands):
| For the Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Revenues: | |||
| Central | $564,608 | $730,688 | $1,011,844 |
| Southeast | 538,170 | 556,808 | 455,340 |
| Northwest | 258,407 | 251,171 | 253,416 |
| West | 472,655 | 381,102 | 300,968 |
| Florida | 368,758 | 438,811 | 282,887 |
| Total home sales revenues | $2,202,598 | $2,358,580 | $2,304,455 |
| Cost of sales: | |||
| Central | $433,932 | $556,664 | $716,485 |
| Southeast | 389,626 | 416,579 | 318,508 |
| Northwest | 199,217 | 197,637 | 175,671 |
| West | 359,406 | 304,550 | 236,673 |
| Florida | 287,129 | 340,963 | 210,518 |
| Total cost of sales | $1,669,310 | $1,816,393 | $1,657,855 |
| Other segment items(1): | |||
| Central | $63,988 | $87,728 | $83,563 |
| Southeast | 63,265 | 61,235 | 49,065 |
| Northwest | 33,277 | 29,850 | 26,959 |
| West | 61,036 | 47,429 | 37,981 |
| Florida | 51,274 | 49,524 | 34,964 |
| Corporate (2) | 1,535 | 4,667 | (4,048) |
| Total other segment items | $274,375 | $280,433 | $228,484 |
| Net income (loss) before income taxes: | |||
| Central | $66,688 | $86,296 | $211,796 |
| Southeast | 85,279 | 78,994 | 87,767 |
| Northwest | 25,913 | 23,684 | 50,786 |
| West | 52,213 | 29,123 | 26,314 |
| Florida | 30,355 | 48,324 | 37,405 |
| Corporate | (1,535) | (4,667) | 4,048 |
| Total net income before income taxes | $258,913 | $261,754 | $418,116 |
(1) Other segment items reflects other sources of income and expense, including selling expenses, general and administrative expenses and other income, net.
(2) The Corporate balance consists of general and administrative unallocated costs for various shared service functions and non-strategic other income. Additionally, for the year ended December 31, 2022, the Corporate balance includes the $7.1 million gain on the sale of the three-year interest rate cap of LIBOR prior to its expiration.
| December 31, | ||
|---|---|---|
| Assets: | 2024 | 2023 |
| Central | $1,096,500 | $1,026,303 |
| Southeast | 733,339 | 664,877 |
| Northwest | 567,088 | 528,319 |
| West | 759,042 | 671,558 |
| Florida | 480,921 | 420,286 |
| Corporate (1) | 121,644 | 96,508 |
| Total assets | $3,758,534 | $3,407,851 |
(1) The Corporate balance consists primarily of cash and investments in unconsolidated entities.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.