Tri Pointe Homes, Inc. 2022 Long-Term Incentive Plan
I.INTRODUCTION
1.1 Purposes. The purposes of the Tri Pointe Homes, Inc. 2022 Long-Term Incentive Plan (this “Plan”) are to (i) align the interests of the Company’s stockholders and the recipients of Awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success; (ii) advance the interests of the Company by attracting and retaining directors, officers, employees, and other service providers; and (iii) motivate such persons to act in the long-term best interests of the Company and its stockholders. Upon the Effective Date, this Plan replaces, and no further awards shall be made under, the Predecessor Plan.
1.2 Certain Definitions.
“Agreement” shall mean the written or electronic agreement evidencing an Award hereunder between the Company and the recipient of such Award. Each Agreement shall be subject to the terms and conditions of the Plan.
“Applicable Law” means the legal requirements relating to the administration of and issuance of securities under stock incentive plans, including, without limitation, the requirements of state corporations law; federal, state and foreign securities law; federal, state and foreign tax law; and the requirements of any stock exchange or quotation system upon which the shares of Common Stock may then be listed or quoted.
“Award” shall mean any right granted under the Plan, including Nonqualified Stock Options, Incentive Stock Options, SARs, Bonus Stock, Restricted Stock, Restricted Stock Units, and Performance Awards.
“Board” shall mean the Board of Directors of the Company.
“Bonus Stock” shall mean shares of Common Stock that are not subject to a Restriction Period or Performance Measures.
“Bonus Stock Award” shall mean an Award of Bonus Stock under this Plan.
“Change in Control” shall be defined as that term is defined in the Participant’s offer letter, employment agreement, change in control agreement, or other similar agreement; or if there is no such definition, “Change in Control” shall have the meaning set forth in Section 5.8(b).
“Code” shall mean the Internal Revenue Code of 1986, as amended. References to the Code shall include the valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder.
“Committee” shall mean the Committee designated by the Board, consisting of two or more members of the Board, each of whom may be (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and (ii) “independent” within the meaning of the rules of the New York Stock Exchange or any other stock exchange on which the shares of Common Stock have been listed by the Company.
“Common Stock” shall mean the common stock, par value $0.01 per share, of the Company, and all rights appurtenant thereto.
“Company” shall mean Tri Pointe Homes, Inc., a Delaware corporation, or any successor thereto.
“Consultant” means any consultant or advisor who is a natural person and who provides services to the Company or any Subsidiary, so long as that person (i) renders bona fide services that are not in connection with the offer and sale of the Company’s securities in a capital raising transaction, (ii) does not directly or indirectly promote or maintain a market for the Company’s securities, and (iii) otherwise qualifies as a consultant under the applicable rules of the Securities and Exchange Commission for registration of securities on a Form S-8 registration statement (or any successor thereto).
“Dividend Equivalents” shall have the meaning set forth in Section 3.4(d).
“Effective Date” shall have the meaning set forth in Section 5.1.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Fair Market Value” shall mean the closing transaction price of a share of Common Stock as reported on the New York Stock Exchange on the date as of which such value is being determined or, if the Common Stock is not listed on the New York Stock Exchange, the closing transaction price of a share of Common Stock on the principal national stock exchange on which the Common Stock is traded on the date as of which such value is being determined or, if there are no reported transactions for such date, on the next preceding date for which transactions were reported; provided, however, that if the Common Stock is not listed on a national stock exchange or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee by whatever means or method as it shall at such time deem appropriate.
“Free-Standing SAR” shall mean an SAR which is not granted in tandem with, or by reference to, an Option, which entitles the holder thereof to receive, upon exercise, shares of Common Stock (which may be Restricted Stock) with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised.
“Incentive Stock Option” shall mean an Option that meets the requirements of Section 422 of the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option.
“Non-Employee Director” shall mean any director of the Company who is not an officer or employee of the Company or any Subsidiary.
“Nonqualified Stock Option” shall mean an Option that is not an Incentive Stock Option.
“Option” shall mean an option to purchase shares of Common Stock granted pursuant to the Plan, which may be an Incentive Stock Option or a Nonqualified Stock Option.
“Option Exercise Price” shall mean the price at which a share of Common Stock may be purchased upon the exercise of an Option.
“Participant” shall mean an eligible person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Award.
“Performance Award” shall mean a right to receive an amount of cash, shares of Common Stock, or a combination of both, contingent upon the attainment of specified Performance Measures within a specified Performance Period.
“Performance Measures” shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i) as a condition to the grant or exercisability of all or a portion of an Option or SAR or (ii) during the applicable Restriction Period or Performance Period as a condition to the vesting of the Participant’s interest, in the case of a Restricted Stock Award, of the shares of Common Stock subject to such Award, or, in the case of a Restricted Stock Unit Award or Performance Award, to the Participant’s receipt of the shares of Common Stock subject to such Award or of payment with respect to such Award. Such criteria and objectives will consist of any measures as the Committee may select, which may include, without limitation, one or more of the following corporate-wide or Subsidiary, division, operating unit, or individual measures, stated in either absolute terms or relative terms, such as rates of growth or improvement: the attainment by a share of Common Stock of a specified Fair Market Value for a specified period of time, earnings per share, return to stockholders (including dividends), return on assets, return on equity, earnings of the Company before or after taxes and/or interest, revenues, expenses, market share, cash flow or cost reduction goals, interest expense after taxes, return on investment, return on investment capital, return on operating costs, economic value created, operating margin, gross margin, the achievement of annual operating profit plans, net income before or after taxes, pretax earnings before interest, depreciation and/or amortization, pretax operating earnings after interest expense and before incentives, and/or extraordinary or special items, operating earnings, net cash provided by operations, and strategic business criteria, specified market penetration, cost targets, customer satisfaction, or any combination of the foregoing. The Committee may amend or adjust the Performance Measures or other terms and conditions of an outstanding Award in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in law or accounting principles.
“Performance Period” shall mean any period of time, as designated by the Committee, over which the attainment of one or more Performance Measures will be measured for the purpose of determining whether, and the extent to which, a Performance Award may be granted, earned, vested, or paid.
“Predecessor Plan” shall mean the TRI Pointe Group, Inc. Amended and Restated 2013 Long-Term Incentive Plan.
“Restricted Stock” shall mean shares of Common Stock which are subject to a Restriction Period and which may, in addition thereto, be subject to the attainment of specified Performance Measures within a specified Performance Period.
“Restricted Stock Award” shall mean an Award of Restricted Stock under this Plan.
“Restricted Stock Unit” shall mean a right to receive one share of Common Stock or, in lieu thereof, the Fair Market Value of such share of Common Stock in cash, which shall be contingent upon the expiration of a specified Restriction Period and which may, in addition thereto, be contingent upon the attainment of specified Performance Measures within a specified Performance Period.
“Restricted Stock Unit Award” shall mean an Award of Restricted Stock Units under this Plan.
“Restriction Period” shall mean any period designated by the Committee during which (i) the Common Stock subject to a Restricted Stock Award may not be sold, transferred, assigned, pledged, hypothecated, or otherwise encumbered or disposed of, except as provided in this Plan or the Agreement
relating to such Award, or (ii) the conditions to vesting applicable to a Restricted Stock Unit Award shall remain in effect.
“SAR” shall mean a stock appreciation right which may be a Free-Standing SAR or a Tandem SAR.
“Section 409A” shall mean Section 409A of the Code.
“Separation from Service” shall mean the termination of the applicable Participant’s employment with, and performance of services for, the Company and each Subsidiary, in each case as determined by the Company in its sole discretion. Unless otherwise determined by the Company, if a Participant’s employment or service with the Company or a Subsidiary terminates but the Participant continues to provide services to the Company or a Subsidiary in a Non-Employee Director capacity or as an employee, officer, or Consultant, as applicable, such change in status shall not be deemed a Separation from Service. Approved temporary absences from employment because of illness, vacation, or leave of absence and transfers among the Company and its Subsidiaries shall not be considered Separations from Service; provided, however, that if any Award governed by Section 409A is to be distributed on a Separation from Service, then the definition of Separation from Service for such purposes shall comply with the definition provided in Section 409A.
“Stock Award” shall mean a Bonus Stock Award, Restricted Stock Award, or a Restricted Stock Unit Award.
“Subsidiary” shall mean any corporation, limited liability company, partnership, joint venture, or similar entity in which the Company owns, directly or indirectly, an equity interest possessing more than 50% of the combined voting power of the total outstanding equity interests of such entity, provided that for purposes of Incentive Stock Options, Subsidiary means any “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code.
“Substitute Award” shall mean an Award granted under this Plan upon the assumption of, or in substitution for, outstanding equity Awards previously granted by a company or other entity in connection with a corporate transaction, including a merger, combination, consolidation, or acquisition of property or stock; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an Award made in connection with the cancellation and repricing of an Option or SAR.
“Tandem SAR” shall mean an SAR which is granted in tandem with, or by reference to, an Option (including a Nonqualified Stock Option granted prior to the date of grant of the SAR), which entitles the holder thereof to receive, upon exercise of such SAR and surrender for cancellation of all or a portion of such Option, shares of Common Stock (which may be Restricted Stock) with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of shares of Common Stock subject to such Option, or portion thereof, which is surrendered.
“Tax Date” shall have the meaning set forth in Section 5.5.
“Ten Percent Holder” shall have the meaning set forth in Section 2.1(a).
1.3 Administration. This Plan shall be administered by the Committee or, in the Board’s sole discretion, by the Board. Any one or a combination of the following Awards may be made under this Plan to eligible persons: (i) Options in the form of Incentive Stock Options or Nonqualified Stock Options; (ii) SARs in the form of Tandem SARs or Free-Standing SARs; (iii) Stock Awards in the form of Bonus Stock, Restricted Stock, or Restricted Stock Units; and (iv) Performance Awards. The
Committee shall, subject to the terms of this Plan, select eligible persons for participation in this Plan and determine the form, amount, and timing of each Award to such persons and, if applicable, the number of shares of Common Stock, the number of SARs, the number of Restricted Stock Units, the dollar value subject to an Award, the purchase price or base price associated with the Award, the time and conditions of exercise or settlement of the Award, and all other terms and conditions of the Award, including, without limitation, the form of the Agreement evidencing the Award. The Committee may, in its sole discretion and for any reason at any time, take action such that (i) any or all outstanding Options and SARs shall become exercisable in part or in full, (ii) all or a portion of the Restriction Period applicable to any outstanding Restricted Stock or Restricted Stock Units shall lapse, (iii) all or a portion of the Performance Period applicable to any outstanding Restricted Stock, Restricted Stock Units or Performance Award shall lapse, and (iv) the Performance Measures (if any) applicable to any outstanding Award shall be deemed to be satisfied at the target or any other level. The Committee, subject to the terms of this Plan, shall interpret this Plan and the application thereof and establish rules and regulations it deems necessary or desirable for the administration of this Plan, and may impose, incidental to the grant of an Award, conditions with respect to the Award. All such interpretations, rules, regulations, conditions, and other actions by the Committee under this Plan shall be in the Committee’s sole discretion and shall be conclusive and binding on all parties.
To the extent permitted by Applicable Law, the Committee and/or the Board may delegate its authority as identified herein to any individual or committee of individuals (who need not be directors), including without limitation the authority to make Awards to Participants who are not subject to Section 16 of the Exchange Act. To the extent that the Committee and/or the Board delegates its authority to make Awards as provided by this Section 1.3, all references in the Plan to the Committee’s or the Board’s authority to make Awards and determinations with respect thereto shall be deemed to include the applicable delegate. Any such delegate shall serve at the pleasure of, and may be removed at any time by, the Committee or the Board.
No member of the Board or Committee, nor any other person delegated authority by the Board and/or the Committee under this Section 1.3, shall be liable for any act, omission, interpretation, construction, or determination made in connection with this Plan in good faith, and the members of the Board and the Committee and any such delegate shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage, or expense (including attorneys’ fees) arising therefrom to the full extent permitted by law (except as otherwise may be provided in the Company’s Certificate of Incorporation and/or Bylaws) and under any directors’ and officers’ liability insurance that may be in effect from time to time.
A majority of the Committee shall constitute a quorum. The acts of the Committee shall be either (i) acts of a majority of the members of the Committee present at any meeting at which a quorum is present or (ii) acts approved in writing by all of the members of the Committee without a meeting.
1.4 Eligibility. Participants in this Plan shall consist of such officers, Non-Employee Directors, employees, and Consultants, and persons expected to become officers, Non-Employee Directors, employees, and Consultants of the Company and its Subsidiaries as the Committee may select from time to time. The Committee’s selection of a person to participate in this Plan at any time shall not require the Committee to select such person to participate in this Plan at any other time. The Committee shall determine, in its sole discretion, the extent to which a Participant shall be considered employed during any periods during which such Participant is on an approved leave of absence.
1.5 Shares Available. Subject to adjustment as provided in Section 5.7 and to all other limits set forth in this Section 1.5, 7,500,000 shares of Common Stock shall be available for the grant of Awards under the Plan. In addition, shares of Common Stock underlying any outstanding award granted under the Predecessor Plan that, following the Effective Date, expires, or is terminated, surrendered or forfeited for
any reason without issuance of such shares shall be available for the grant of new Awards under this Plan. Subject to adjustment as provided in Section 5.7, no more than 7,500,000 shares of Common Stock may be issued in the aggregate pursuant to the exercise of Incentive Stock Options.
The number of shares of Common Stock available under this Plan shall be reduced by the sum of the aggregate number of shares of Common Stock which become subject to outstanding Options, outstanding Free-Standing SARs, outstanding Stock Awards, and outstanding Performance Awards. To the extent that shares of Common Stock subject to an outstanding Option, SAR, Stock Award, or Performance Award are not issued or delivered by reason of (i) the expiration, termination, cancellation, or forfeiture of such Award (excluding shares subject to an Option cancelled upon settlement in shares of a related Tandem SAR or shares subject to a Tandem SAR cancelled upon exercise of a related Option) or (ii) the settlement of such Award in cash, then such shares of Common Stock shall again be available under this Plan.
Notwithstanding anything in this Section 1.5 to the contrary, shares of Common Stock subject to an Award under this Plan may not be made available again for issuance under this Plan if such shares are: (i) shares that were subject to a stock-settled SAR and were not issued upon the net settlement or net exercise of such SAR; (ii) shares delivered to or withheld by the Company to pay the purchase price or the withholding taxes related to an outstanding Option or SAR; or (iii) shares repurchased on the open market with the proceeds of an Option exercise. Shares delivered to or withheld by the Company to pay the withholding taxes for Stock Awards or Performance Awards (other than Performance Awards that are Options or SARs) shall again be available under this Plan.
Awards may, in the sole discretion of the Committee, be granted under the Plan as Substitute Awards. Substitute Awards shall not be counted against the total shares reserved for Awards under the Plan.
Shares of Common Stock to be delivered under this Plan shall be made available from authorized and unissued shares of Common Stock, or authorized and issued shares of Common Stock reacquired and held as treasury shares or otherwise or a combination thereof.
Notwithstanding the foregoing, the maximum value of Awards granted during any calendar year to any Non-Employee Director, taken together with any cash fees paid to that Non-Employee Director during the calendar year and the value of Awards granted to the Non-Employee Director under any other equity compensation plan of the Company during the calendar year, shall not exceed the following in total value (based on the Fair Market Value of the shares underlying the Award as of the grant date for Awards other than Options and SARs, and based on the grant date fair value for accounting purposes for Options and SARs): (1) $825,000 for the non-employee Chair of the Board, and (2) $750,000 for each Non-Employee Director other than the Chair of the Board; provided, however, that Awards granted to Non-Employee Directors upon their initial election to the Board shall not count towards the limits in this paragraph. The Board may make exceptions to the limits in this paragraph in extraordinary circumstances for individual Non-Employee Directors; provided that the Non-Employee Director receiving such additional compensation may not participate in the decision to award such compensation.
II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
2.1 Stock Options. The Committee may grant Options to such eligible persons as may be selected by the Committee; provided, however, that Incentive Stock Options shall be granted only to persons who are employees of the Company or one of its Subsidiaries that is a corporation within the meaning of Section 7701(a)(3) of the Code, in accordance with Section 422 of the Code. Each Option, or portion thereof, that is not an Incentive Stock Option, shall be a Nonqualified Stock Option. To the extent that the aggregate Fair Market Value (determined as of the date of grant) of shares of Common Stock with
respect to which Options designated as Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under this Plan or any other plan of the Company, or any parent or Subsidiary) exceeds the amount (currently $100,000) established by the Code, such Options shall constitute Nonqualified Stock Options.
Options shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan (including Section 5.8), as the Committee shall deem advisable:
(a) Number of Shares and Purchase Price. The number of shares of Common Stock subject to an Option and the Option Exercise Price shall be determined by the Committee; provided, however, that the Option Exercise Price shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such Option (other than in connection with a Substitute Award, which shall have the adjusted Option Exercise Price determined in connection with the applicable corporate transaction); provided, further, that if an Incentive Stock Option is granted to any person who, at the time such Option is granted, owns, or is deemed to own pursuant to Section 424(d) of the Code, capital stock possessing more than ten (10%) percent of the total combined voting power of all classes of capital stock of the Company (or of any parent or Subsidiary) (a “Ten Percent Holder”), the Option Exercise Price shall not be less than the price (currently 110% of Fair Market Value) required by the Code in order to constitute an Incentive Stock Option.
(b) Option Period and Exercisability. The period during which an Option may be exercised shall be determined by the Committee; provided, however, that no Option shall be exercised later than ten years after its date of grant; provided, further, that if an Incentive Stock Option is granted to a Ten Percent Holder, such Option shall not be exercised later than five years after its date of grant. Each Option shall become exercisable at such times and under such conditions (including, without limitation, performance requirements) as shall be determined by the Committee and stated in the applicable Agreement. The Committee shall determine whether an Option shall become exercisable in cumulative or non-cumulative installments and in part or in full at any time. An exercisable Option, or portion thereof, may be exercised only with respect to whole shares of Common Stock.
(c) Method of Exercise. An Option may be exercised (i) by giving written notice to the Company specifying the number of whole shares of Common Stock to be purchased and accompanying such notice with payment therefor in full (or arrangement made for such payment to the Company’s satisfaction) either (A) in cash, (B) by delivery (either actual delivery or by attestation procedures established by the Company) of shares of Common Stock having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (C) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the amount necessary to satisfy such obligation, (D) in cash by a broker-dealer acceptable to the Company to whom the Participant has submitted an irrevocable notice of exercise, or (E) a combination of (A), (B), and (C), in each case to the extent set forth in the Agreement relating to the Option or as otherwise authorized by the Committee; (ii) if applicable, by surrendering to the Company any Tandem SARs which are cancelled by reason of the exercise of the Option; and (iii) by executing such documents as the Company may reasonably request. Any fraction of a share of Common Stock which would be required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in cash by the Participant. No shares of Common Stock shall be issued and no certificate representing Common Stock shall be delivered until the full purchase price therefor and any withholding taxes thereon, as described in Section 5.5, have been paid (or arrangement made for
such payment to the Company’s satisfaction). Prior to the exercise of an Option, the holder of such Option shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such Option, and no Dividend Equivalents will accrue with respect to unexercised Options.
2.2 Stock Appreciation Rights. The Committee may grant SARs to such eligible persons as may be selected by the Committee. The Agreement relating to an SAR shall specify whether the SAR is a Tandem SAR or a Free-Standing SAR.
SARs shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan (including Section 5.8), as the Committee shall deem advisable:
(a) Number of SARs and Base Price. The number of SARs subject to an Award shall be determined by the Committee. Any Tandem SAR that relates to a Nonqualified Stock Option may be granted at the same time the Option is granted or at any time thereafter but before the exercise or expiration of the Option. Any Tandem SAR that relates to an Incentive Stock Option shall be granted at the same time that such Incentive Stock Option is granted. The base price of a Tandem SAR shall be the purchase price per share of Common Stock of the related Option. The base price of a Free-Standing SAR shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such SAR (other than in connection with a Substitute Award, which shall have the adjusted base price determined in connection with the applicable corporate transaction).
(b) Exercise Period and Exercisability. The period for the exercise of an SAR shall be determined by the Committee; provided, however, that no Tandem SAR shall be exercised later than the expiration, cancellation, forfeiture, or other termination of the related Option and no Free-Standing SAR shall be exercised later than ten years after its date of grant. Each SAR shall become exercisable at such times and under such conditions (including, without limitation, performance requirements) as shall be determined by the Committee and stated in the applicable Agreement. The Committee shall determine whether an SAR may be exercised in cumulative or non-cumulative installments and in part or in full at any time. An exercisable SAR, or portion thereof, may be exercised, in the case of a Tandem SAR, only with respect to whole shares of Common Stock and, in the case of a Free-Standing SAR, only with respect to a whole number of SARs. If an SAR is exercised for shares of Restricted Stock, a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 3.3(c), or such shares shall be transferred to the holder in book entry form with restrictions on the shares duly noted, and the holder of such Restricted Stock shall have such rights of a stockholder of the Company as determined pursuant to Section 3.3(d). Prior to the exercise of an SAR, the holder of such SAR shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such SAR, and no Dividend Equivalents will accrue with respect to unexercised SARs.
(c) Method of Exercise. A Tandem SAR may be exercised (i) by giving written notice to the Company specifying the number of whole SARs which are being exercised, (ii) by surrendering to the Company any Options which are cancelled by reason of the exercise of the Tandem SAR, and (iii) by executing such documents as the Company may reasonably request. A Free-Standing SAR may be exercised (A) by giving written notice to the Company specifying the whole number of SARs which are being exercised and (B) by executing such documents as the Company may reasonably request. No shares of Common Stock shall be issued and no certificate representing Common Stock shall be delivered until any withholding taxes thereon, as described
in Section 5.5, have been paid (or arrangement made for such payment to the Company’s satisfaction).
2.3 No Repricing Without Stockholder Approval. Notwithstanding any provision herein to the contrary, the repricing of Options or SARs is prohibited without prior approval of the Company’s stockholders. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of an Option or SAR to lower its Option Exercise Price or SAR base price; (ii) any other action that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing for cash or canceling an Option or SAR at a time when its Option Exercise Price or SAR base price is greater than the Fair Market Value of the underlying shares in exchange for another Award, unless the cancellation and exchange occurs in connection with a change in capitalization or similar change under Section 5.7. A cancellation and exchange under clause (iii) would be considered a “repricing” regardless of whether it is treated as a “repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part of the Participant. Notwithstanding any provision herein to the contrary, the Company shall not grant Options or SARs that include a “reload” feature.
III. STOCK AWARDS
3.1 Stock Awards. The Committee may grant Stock Awards to such eligible persons as may be selected by the Committee. The Agreement relating to a Stock Award shall specify whether the Stock Award is a Bonus Stock Award, Restricted Stock Award, or Restricted Stock Unit Award.
3.2 Terms of Bonus Stock Awards. The number of shares of Common Stock subject to a Bonus Stock Award shall be determined by the Committee. Bonus Stock Awards shall not be subject to any Restriction Periods or Performance Measures. Upon the grant of a Bonus Stock Award, subject to the Company’s right to require payment of any taxes in accordance with Section 5.5, a certificate or certificates evidencing ownership of the requisite number of shares of Common Stock shall be delivered to the holder of such Award or such shares shall be transferred to the holder in book entry form.
3.3 Terms of Restricted Stock Awards. Restricted Stock Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.
(a) Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Award and the Restriction Period, Performance Period (if any), and Performance Measures (if any) applicable to a Restricted Stock Award shall be determined by the Committee.
(b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock Award shall provide, in the manner determined by the Committee and subject to the provisions of this Plan (including Section 5.8), for the vesting of the shares of Common Stock subject to such Award (i) if the holder of such Award does not incur a Separation from Service during the specified Restriction Period and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such Award (x) if the holder of such Award incurs a Separation from Service during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period.
(c) Stock Issuance. During the Restriction Period, the shares of Restricted Stock shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing a Restricted Stock Award shall be registered
in the holder’s name and may bear a legend, in addition to any legend which may be required pursuant to Section 5.6, indicating that the ownership of the shares of Common Stock represented by such certificate is subject to the restrictions, terms, and conditions of this Plan and the Agreement relating to the Restricted Stock Award. All such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Restricted Stock Award in the event such Award is forfeited in whole or in part. Upon termination of any applicable Restriction Period (and the satisfaction or attainment of applicable Performance Measures), subject to the Company’s right to require payment of any taxes in accordance with Section 5.5, the restrictions shall be removed from the requisite number of any shares of Common Stock that are held in book entry form, and all certificates evidencing ownership of the requisite number of shares of Common Stock shall be delivered to the holder of such Award.
(d) Rights with Respect to Restricted Stock Awards. Unless otherwise set forth in the Agreement relating to a Restricted Stock Award, and subject to the terms and conditions of a Restricted Stock Award, the holder of such Award shall have all rights as a stockholder of the Company, including, the right to vote such Restricted Stock and the right to receive dividends; provided, however, that any cash dividends with respect to the Restricted Stock shall be withheld by the Company and held for the Participant's account as cash (with or without interest, as determined by the Committee) or as additional shares of Restricted Stock (based on the Fair Market Value of a share on the dividend payment date). The cash dividends so withheld by the Committee and attributable to any particular share of Restricted Stock (and earnings thereon, if applicable) shall be distributed to the Participant in cash or as vested Restricted Shares, as applicable, upon the release of restrictions on such underlying share of Restricted Stock and, if such underlying share is forfeited, the Participant shall have no right to such dividends.
3.4 Terms of Restricted Stock Unit Awards. Restricted Stock Unit Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.
(a) Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Unit Award and the Restriction Period, Performance Period (if any), and Performance Measures (if any) applicable to a Restricted Stock Unit Award shall be determined by the Committee.
(b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock Unit Award shall provide, in the manner determined by the Committee and subject to the provisions of this Plan (including Sections 5.8), for the vesting of such Restricted Stock Unit Award (i) if the holder of such Award does not incur a Separation from Service during the specified Restriction Period and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such Award (x) if the holder of such Award incurs a Separation from Service during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period.
(c) Settlement of Vested Restricted Stock Unit Awards. The Agreement relating to a Restricted Stock Unit Award shall specify whether such Award may be settled in shares of Common Stock or cash or a combination thereof.
(d) Rights with Respect to Restricted Stock Unit Awards. Prior to the settlement of a Restricted Stock Unit Award by issuance of shares of Common Stock, the holder of such Award shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such Award. At the discretion of the Committee and set forth in the applicable Agreement, each Restricted Stock Unit may be credited with an amount equal to the cash dividends paid by the Company in respect of one share of Common Stock (“Dividend Equivalents”). Dividend Equivalents shall be withheld by the Company and credited to the Participant’s account as cash (with or without interest, as determined by the Committee) or as additional Restricted Stock Units (based on the Fair Market Value of a share on the dividend payment date). Dividend Equivalents credited to a Participant's account and attributable to any particular Restricted Stock Unit shall be distributed to the Participant upon settlement of such Restricted Stock Unit and, if such Restricted Stock Unit is forfeited, the Participant shall have no right to such Dividend Equivalents.
IV. PERFORMANCE AWARDS
4.1 Performance Awards. The Committee may grant Performance Awards to such eligible persons as may be selected by the Committee.
4.2 Terms of Performance Awards. Performance Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.
(a) Value of Performance Awards and Performance Measures. The method of determining the value of the Performance Award and the Performance Measures and Performance Period applicable to a Performance Award shall be determined by the Committee.
(b) Vesting and Forfeiture. The Agreement relating to a Performance Award shall provide, in the manner determined by the Committee and subject to the provisions of this Plan (including Sections 5.8), for the vesting of such Performance Award if the specified Performance Measures are satisfied or met during the specified Performance Period and for the forfeiture of such Award if the specified Performance Measures are not satisfied or met during the specified Performance Period.
(c) Settlement of Vested Performance Awards. The Agreement relating to a Performance Award shall specify whether such Award may be settled in shares of Common Stock (including shares of Restricted Stock) or cash or a combination thereof. If a Performance Award is settled in shares of Restricted Stock, such shares of Restricted Stock shall be issued to the holder in book entry form or a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 3.3(c) and the holder of such Restricted Stock shall have such rights as a stockholder of the Company as determined pursuant to Section 3.3(d).
(d) Rights with Respect to Performance Awards. Prior to the settlement of a Performance Award in shares of Common Stock, including Restricted Stock, the holder of such Award shall have no rights as a stockholder of the Company. At the discretion of the Committee and set forth in the applicable Agreement, each Performance Award may be credited with a Dividend Equivalent. Dividend Equivalents shall be withheld by the Company and credited to the Participant's account as cash (with or without interest, as determined by the Committee) or as additional Performance Awards (based on the Fair Market Value of a share on the dividend payment date). Dividend Equivalents credited to a Participant’s account and attributable to any particular Performance Award shall be distributed to the Participant upon settlement of such
Performance Award and, if such Performance Award is forfeited, the Participant shall have no right to such Dividend Equivalents.
V. GENERAL
5.1 Effective Date and Term of Plan. The Plan became effective on April 20, 2022 (the “Effective Date”), the date it was approved by the Company’s stockholders. The Plan shall continue in effect, unless sooner terminated pursuant to Section 5.2, until the tenth anniversary of the Effective Date. No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the Effective Date; provided, however, that Awards granted before the expiration of the Plan shall remain in effect after the expiration of the Plan in accordance with their terms.
5.2 Amendment and Termination of the Plan. Except to the extent prohibited by Applicable Law, the Plan may be amended, suspended, discontinued or terminated in whole or in part at any time and/or from time to time by the Board; provided that no such amendment, suspension, discontinuation or termination shall be made without stockholder approval if such approval is required by Applicable Law, and provided further that any amendment to Section 2.3 shall be contingent upon the approval of the Company’s stockholders. No amendment of the Plan may impair the rights of a holder of an outstanding Award without the consent of such holder. Notwithstanding the foregoing or any provision of the Plan to the contrary, the Board may at any time (without the consent of any Participant) modify, amend or terminate any or all of the provisions of the Plan to the extent necessary to conform the provisions of the Plan with Section 409A or any other provision of the Code or other Applicable Law, the regulations issued thereunder or an exception thereto, regardless of whether such modification, amendment or termination of the Plan shall adversely affect the rights of a Participant.
5.3 Agreement. Each Award under this Plan shall be evidenced by an Agreement setting forth the terms and conditions applicable to such Award. No Award shall be valid until an Agreement is executed by the Company and, to the extent required by the Company, either executed by the recipient or accepted by the recipient by electronic means approved by the Company within the time period specified by the Company. Upon such execution or electronic acceptance, such Award shall be effective as of the effective date set forth in the Agreement.
5.4 Non-Transferability. No Award shall be transferable other than by will, the laws of descent and distribution, or pursuant to beneficiary designation procedures approved by the Company or, to the extent expressly permitted in the Agreement relating to such Award, to the holder’s family members, a trust or entity established by the holder for estate planning purposes, a charitable organization designated by the holder, or pursuant to a domestic relations order, in each case, without consideration. Except to the extent permitted by the foregoing sentence or the Agreement relating to an Award, each Award may be exercised or settled during the holder’s lifetime only by the holder or the holder’s legal representative or similar person. Except as permitted by the second preceding sentence, no Award may be sold, transferred, assigned, pledged, hypothecated, encumbered, or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment, or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber, or otherwise dispose of any Award, such Award and all rights thereunder shall immediately become null and void.
5.5 Tax Withholding. The Company shall have the right to require, prior to the issuance or delivery of any shares of Common Stock or the payment of any cash pursuant to an Award made hereunder, payment by the holder of such Award of any federal, state, local, or other taxes which may be required to be withheld or paid in connection with such Award. An Agreement may provide that (i) the Company shall withhold whole shares of Common Stock which would otherwise be delivered to a holder, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with an Award (the “Tax Date”), or withhold an amount of cash which would
otherwise be payable to a holder, in the amount necessary to satisfy any such obligation or (ii) the holder may satisfy any such obligation by any of the following means: (A) a cash payment to the Company; (B) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation; (C) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to a holder, equal to the amount necessary to satisfy any such obligation; (D) in the case of the exercise of an Option and except as may be prohibited by Applicable Law, a cash payment by a broker-dealer acceptable to the Company to whom the Participant has submitted an irrevocable notice of exercise; or (E) any combination of (A), (B), and (C), in each case to the extent set forth in the Agreement relating to the Award or as otherwise authorized by the Committee. Shares of Common Stock to be delivered or withheld may have an aggregate Fair Market Value up to the maximum amount required as may be necessary to satisfy the withholding obligations in this Section 5.5, and the shares so delivered or withheld shall have an aggregate Fair Market Value equal to such withholding obligations. To the extent applicable, a Participant may satisfy his or her withholding obligation only with shares that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by the holder.
5.6 Restrictions on Shares. Each Award made hereunder shall be subject to the requirement that if at any time the Company determines that the listing, registration, or qualification of the shares of Common Stock subject to such Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares thereunder, such shares shall not be delivered unless such listing, registration, qualification, consent, approval, or other action has been effected or obtained, free of any conditions not acceptable to the Company. The Company may require that certificates evidencing shares of Common Stock delivered pursuant to any Award made hereunder bear a legend indicating that the sale, transfer, or other disposition thereof by the holder is prohibited except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder. The Committee may require any Participant to sign such additional documentation, make such representations, and furnish such information as the Committee may consider appropriate in connection with the grant of Awards under this Plan or issuance or delivery of shares under this Plan in compliance with Applicable Laws.
5.7 Adjustment. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through an extraordinary dividend, the number and class of securities available under this Plan, the terms of each outstanding Option and SAR (including the number and class of securities subject to each outstanding Option or SAR and the purchase price or base price per share), the terms of each outstanding Restricted Stock Award and Restricted Stock Unit Award (including the number and class of securities subject thereto), and the terms of each outstanding Performance Award shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding Options and SARs without an increase in the aggregate purchase price or base price. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) to prevent dilution or enlargement of rights of Participants. In either case, the decision of the Committee regarding any such adjustment shall be final, binding, and conclusive.
5.8 Change in Control.
(a) Subject to the terms of the applicable Agreement, in the event of a Change in Control, the Board (as constituted prior to such Change in Control) may, in its discretion:
(i) provide that (A) some or all outstanding options and SARs shall become exercisable in full or in part, either immediately or upon a subsequent termination of employment, (B) the Restriction Period applicable to some or all outstanding Restricted Stock Awards and Restricted Stock Unit Awards shall lapse in full or in part, either immediately or upon a subsequent termination of employment, (C) the Performance Period applicable to some or all outstanding Awards shall lapse in full or in part, and (D) the Performance Measures applicable to some or all outstanding Awards shall be deemed to be satisfied at the target or any other level;
(ii) require that shares of stock of the corporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the shares of Common Stock subject to an outstanding Award, with an appropriate and equitable adjustment to such Award as shall be determined by the Board in accordance with Section 5.7; and/or
(iii) require outstanding Awards, in whole or in part, to be surrendered to the Company by the holder, and to be immediately cancelled by the Company, and to provide for the holder to receive (A) a cash payment in an amount equal to (1) in the case of an option or an SAR, the number of shares of Common Stock then subject to the portion of such option or SAR surrendered, to the extent such option or SAR is then exercisable or becomes exercisable pursuant to Section 5.8(a)(i), multiplied by the excess, if any, of the Fair Market Value of a share of Common Stock as of the date of the Change in Control, over the purchase price or base price per share of Common Stock subject to such option or SAR, (2) in the case of a Stock Award or a Performance Award denominated in shares of Common Stock, the number of shares of Common Stock then subject to the portion of such Award surrendered, to the extent the Restriction Period and Performance Period, if any, on such Stock Award or Performance Award have lapsed or will lapse pursuant to Section 5.8(a)(i) and to the extent that the Performance Measures, if any, have been satisfied or are deemed satisfied pursuant to Section 5.8(a)(i), multiplied by the Fair Market Value of a share of Common Stock as of the date of the Change in Control, and (3) in the case of a Performance Award denominated in cash, the value of the Performance Award then subject to the portion of such Award surrendered, to the extent the Performance Period applicable to such Award has lapsed or will lapse pursuant to Section 5.8(a)(i) and to the extent the Performance Measures applicable to such Award have been satisfied or are deemed satisfied pursuant to Section 5.8(a)(i); (B) shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant to such Change in Control, or a parent corporation thereof, having a fair market value not less than the amount determined under clause (A) above; or (C) a combination of the payment of cash pursuant to clause (A) above and the issuance of shares pursuant to clause (B) above.
(b) A “Change in Control” of the Company shall be deemed to have occurred upon the happening of any of the following events:
(i) The acquisition, other than from the Company, by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of 50% or more of either the then outstanding shares of Common Stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, but excluding, for this purpose, any such acquisition by the Company or any of its Subsidiaries, or any employee benefit plan (or related trust) of the Company or its Subsidiaries, or any entity with respect to which, following such acquisition, more than 50% of, respectively, the then outstanding equity of such entity and the combined voting power of the then outstanding voting equity of such entity entitled to vote generally in the election of all or substantially all of the members of such entity’s governing body is then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners, respectively, of the Common Stock and voting securities of the Company immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding shares of Common Stock or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, as the case may be;
(ii) The consummation of a reorganization, merger, or consolidation of the Company, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Common Stock and voting securities of the Company immediately prior to such reorganization, merger, or consolidation do not, following such reorganization, merger, or consolidation, beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger, or consolidation;
(iii) A complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company; or
(iv) Individuals who at the beginning of any two-year period constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual who becomes a director of the Company during such two-year period and whose election, or whose nomination for election by the Company’s stockholders, to the Board was either (A) approved by a vote of at least a majority of the directors then comprising the Incumbent Board or (B) recommended by a nominating committee comprised entirely of directors who are then Incumbent Board members, shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act), other actual or threatened solicitation of proxies or consents, or an actual or threatened tender offer.
Further, solely to the extent required by Section 409A, an event described above shall not constitute a Change in Control for purposes of the payment (but not vesting) terms of any Award subject to Section 409A unless such event also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A.
Notwithstanding the foregoing, any bona fide primary or secondary public offering shall not constitute a Change in Control.
5.9 Recoupment. Any Awards granted pursuant to the Plan shall be subject to any recoupment or clawback policy that may be adopted by the Company from time to time and to any requirement of Applicable Law, regulation or listing standard that requires the Company to recoup or claw back compensation paid pursuant to such an Award.
5.10 Deferrals. The Committee may determine that the delivery of shares of Common Stock or the payment of cash, or a combination thereof, upon the exercise or settlement of all or a portion of any Award (other than Awards of Incentive Stock Options, Nonqualified Stock Options, and SARs) made hereunder shall be deferred, or the Committee may approve deferral elections made by holders of Awards. The Committee may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, shares or other consideration so deferred, and such other terms, conditions, rules and procedures that the Committee deems advisable for the administration of any such deferral. Any such deferrals shall be designed and operated in manner intended to be compliant with the requirements of Section 409A to the extent applicable.
5.11 No Right of Participation, Employment, or Service. Unless otherwise set forth in an employment agreement, no person shall have any right to participate in this Plan. Neither this Plan nor any Award made hereunder shall confer upon any person any right to continued employment by or service with the Company, any Subsidiary, or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary, or any affiliate of the Company to terminate the employment or service of any person at any time without liability hereunder.
5.12 Rights as Stockholder. No person shall have any right as a stockholder of the Company with respect to any shares of Common Stock or other equity security of the Company which is subject to an Award hereunder unless and until such person becomes a stockholder of record with respect to such shares of Common Stock or equity security.
5.13 Designation of Beneficiary. A holder of an Award may file with the Committee a written designation of one or more persons as such holder’s beneficiary or beneficiaries (both primary and contingent) in the event of the holder’s death or incapacity. To the extent an outstanding Option or SAR granted hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to exercise such Option or SAR pursuant to procedures prescribed by the Committee.
Each beneficiary designation shall become effective only when filed in writing with the Committee during the holder’s lifetime on a form prescribed by the Committee. The spouse of a married holder domiciled in a community property jurisdiction shall join in any designation of a beneficiary other than such spouse. The filing with the Committee of a new beneficiary designation shall cancel all previously filed beneficiary designations.
If a holder fails to designate a beneficiary, or if all designated beneficiaries of a holder predecease the holder, then each outstanding Option and SAR hereunder held by such holder, to the extent exercisable, may be exercised by such holder’s executor, administrator, legal representative, or similar person.
5.14 Governing Law. This Plan, each Award hereunder and the related Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.
5.15 Foreign Holders. Without amending this Plan, the Committee may grant Awards to eligible persons who are foreign nationals on such terms and conditions different from those specified in this Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of this Plan and, in furtherance of such purposes the Committee may make such modifications, amendments, procedures, subplans, and the like as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which the Company or its Subsidiaries operates or has employees.
5.16 Severability. If any term or condition of this Plan or any Agreement is determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining terms and conditions hereof and thereof shall be severable and enforceable, and all terms and conditions shall remain enforceable in any other jurisdiction.
5.17 Section 409A. This Plan is intended to comply with Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Plan shall be interpreted and administered to be in compliance therewith. Any payments described in this Plan that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless Applicable Law requires otherwise. For purposes of Section 409A, each installment payment under this Plan shall be treated as a separate payment. Notwithstanding any other term or condition of this Plan, to the extent required to avoid accelerated taxation or additional taxes under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided under this Plan during the six-month period immediately after a Participant’s Separation from Service shall instead be paid on the first payroll date after the six-month anniversary of the Participant’s Separation from Service (or the Participant’s death, if earlier). Notwithstanding the foregoing, neither the Company nor the Board shall have any obligation to take any action to prevent the assessment of any additional tax on any Participant under Section 409A and neither the Company nor the Board shall have any liability to any Participant for such additional taxes or other tax consequences of Section 409A.
5.18 No Limitations on Company. The grant of Awards under this Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets.
TRI POINTE HOMES, INC. REPORTS 2022 FIRST QUARTER RESULTS
-Diluted Earnings Per Share of $0.81-
-Homebuilding Gross Margin Percentage of 26.8%-
-Monthly Absorption Rate of 5.7-
-Backlog Units up 3% Year-Over-Year-
-Backlog Dollar Value up 19% Year-Over-Year-
INCLINE VILLAGE, Nev., April 21, 2022 / Tri Pointe Homes, Inc. (the “Company”) (NYSE:TPH) today announced results for the first quarter ended March 31, 2022.
“Tri Pointe Homes delivered another quarter of outstanding results in the first quarter of 2022, highlighted by earnings of $0.81 per diluted share,” said Doug Bauer, Chief Executive Officer of Tri Pointe Homes. “We came in at the high end or above our stated guidance for deliveries, average sales price and homebuilding gross margin percentage, once again demonstrating our ability to successfully execute through the operational challenges that persist in our industry. We also increased the dollar value of our backlog by 19% on a year-over-year basis, putting our company in a great position to deliver on our full-year guidance for 2022.”
Mr. Bauer continued, “Tri Pointe remains focused on improving its operational and financial performance by executing on the strategic initiatives we have emphasized for several quarters now. These include the continued monetization of our long-dated California assets, the growth and build-out of our early-stage markets, a disciplined approach to land acquisition, further improvements to our cost structure across our homebuilding platform and a consistent stock repurchase program. We made progress on each of these fronts in the first quarter of 2022 and expect to see the continued benefits of these efforts in the years to come.”
Mr. Bauer concluded, “Tri Pointe remains focused on delivering long-term stockholder value by executing on these major initiatives and by capitalizing on the opportunities that our industry currently presents. We believe we have charted a path for continued success thanks to our strategic focus, our well-capitalized balance sheet and our seasoned management team, and I am excited for what the future holds for our company.”
Results and Operational Data for First Quarter 2022 and Comparisons to First Quarter 2021
•Net income was $88.5 million, or $0.81 per diluted share, compared to $70.8 million, or $0.59 per diluted share
•Home sales revenue of $725.3 million compared to $716.7 million, an increase of 1%
◦New home deliveries of 1,099 homes compared to 1,126 homes, a decrease of 2%
◦Average sales price of homes delivered of $660,000 compared to $636,000, an increase of 4%
•Homebuilding gross margin percentage of 26.8% compared to 23.9%, an increase of 290 basis points
◦Excluding interest and impairments and lot option abandonments, adjusted homebuilding gross margin percentage was 29.3%*
•SG&A expense as a percentage of homes sales revenue of 11.1% compared to 11.4%, a decrease of 30 basis points
•Net new home orders of 1,896 compared to 1,987, a decrease of 5%
•Active selling communities averaged 111.5 compared to 113.3, a decrease of 2%
◦Net new home orders per average selling community were 17.0 orders (5.7 monthly) compared to 17.5 orders (5.8 monthly)
◦Cancellation rate of 8% compared to 6%
•Backlog units at quarter end of 3,955 homes compared to 3,825, an increase of 3%
◦Dollar value of backlog at quarter end of $2.9 billion compared to $2.5 billion, an increase of 19%
◦Average sales price of homes in backlog at quarter end of $741,000 compared to $641,000, an increase of 16%
•Ratios of debt-to-capital and net debt-to-net capital of 35.7% and 27.8%*, respectively, as of March 31, 2022
•Repurchased 5,295,236 shares of common stock at a weighted average price per share of $23.25 for an aggregate dollar amount of $123.1 million in the three months ended March 31, 2022
•Ended the first quarter of 2022 with total liquidity of $1.0 billion, including cash and cash equivalents of $412.7 million and $568.0 million of availability under the Company’s unsecured revolving credit facility
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| * | See “Reconciliation of Non-GAAP Financial Measures” |
“While the housing industry experienced a material rise in mortgage rates during the first quarter of 2022, it did not dampen the demand for our homes as evidenced by our sales pace of 5.7 homes per community per month,” said Tri Pointe Homes President and Chief Operating Officer Tom Mitchell. “We continued to see motivated buyers at our communities, particularly from the Millennial-aged cohort, which represents a significant pool of buyers for our industry. Other demand drivers include the persistent lack of existing home inventory, the ongoing migration to lower cost areas and a heightened desire for home ownership brought about by the pandemic. We believe these positive demand factors will propel the homebuilding industry forward for years to come.”
Outlook
For the second quarter, the Company anticipates delivering between 1,300 and 1,500 homes at an average sales price between $670,000 and $680,000. The Company expects homebuilding gross margin percentage to be in the range of 26.0% to 27.0% for the second quarter and anticipates its SG&A expense as a percentage of home sales revenue will be in the range of 10.0% to 11.0%. Finally, the Company expects its effective tax rate for the second quarter to be in the range of 25.0% to 26.0%.
For the full year, the Company anticipates delivering between 6,500 and 6,800 homes at an average sales price between $680,000 and $690,000. The Company expects homebuilding gross margin percentage to be in the range of 26.0% to 27.0% for the full year and anticipates its SG&A expense as a percentage of home sales revenue will be in the range of 9.7% to 10.2%. Finally, the Company expects its effective tax rate for the full year to be in the range of 25.0% to 26.0%.
Earnings Conference Call
The Company will host a conference call via live webcast for investors and other interested parties beginning at 10:00 a.m. Eastern Time on Thursday, April 21, 2022. The call will be hosted by Doug Bauer, Chief Executive Officer, Tom Mitchell, President and Chief Operating Officer, and Glenn Keeler, Chief Financial Officer. Interested parties can listen to the call live and view the related slides on the Internet under the Events & Presentations heading in the Investors section of the Company’s website at www.TriPointeHomes.com. Listeners should go to the website at least fifteen minutes prior to the call to download and install any necessary audio software. The call can also be accessed toll free at (877) 407-3982, or (201) 493-6780 for international participants. Participants should ask for the Tri Pointe Homes First Quarter 2022 Earnings Conference Call. Those dialing in should do so at least ten minutes prior to the start of the call. A replay of the call will be available for two weeks following the call toll free at (844) 512-2921, or (412) 317-6671 for international participants, using the reference number 13728529. An archive of the webcast will also be available on the Company’s website for a limited time.
About Tri Pointe Homes, Inc.
One of the largest homebuilders in the U.S., Tri Pointe Homes, Inc. (NYSE: TPH) is a publicly traded company and a recognized leader in customer experience, innovative design, and environmentally responsible business practices. The company builds premium homes and communities in 10 states, with deep ties to the communities it serves—some for as long as a century. Tri Pointe Homes combines the financial resources, technology platforms and proven leadership of a national organization with the regional insights, longstanding community connections and agility of empowered local teams. Tri Pointe has won multiple Builder of the Year awards, most recently in 2019, and made Fortune magazine’s 2017 100 Fastest-Growing Companies list. Named one of the Best Places to Work by the Orange County Business Journal for four consecutive years, Tri Pointe Homes also became a Great Place to Work-CertifiedTM company in 2021. For more information, please visit TriPointeHomes.com.
Forward-Looking Statements
Various statements contained in this press release, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These forward-looking statements may include, but are not limited to, statements regarding our strategy, projections and estimates concerning the timing and success of specific projects and our future production, land and lot sales, operational and financial results, including our estimates for growth, financial condition, sales prices, prospects, and capital spending. Forward-looking statements that are included in this press release are generally accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “future,” “goal,” “guidance,” “intend,” “likely,” “may,” “might,” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “strategy,” “target,” “will,” “would,” or other words that convey future events or outcomes. The forward-looking statements in this press release speak only as of the date of this press release, and we disclaim any obligation to update these statements unless required by law, and we caution you not to rely on them unduly. These forward-looking statements are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. The following factors, among others, may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements: the effects of the ongoing COVID-19 pandemic, which are highly uncertain and subject to rapid change, cannot be predicted and will depend upon future developments, including the emergence and spread of new strains or variants of COVID-19, the severity and the duration of the outbreak, the duration of existing and future social distancing and shelter-in-place orders, further mitigation strategies taken by applicable government authorities, the availability and acceptance of effective vaccines, adequate testing and treatments and the prevalence of widespread immunity to COVID-19; the impacts on our supply chain, the health of our employees, service providers and trade partners, and the reactions of U.S. and global markets and their effects on consumer confidence and spending; the effects of general economic conditions, including employment rates, housing starts, interest rate levels, availability of financing for home mortgages and strength of the U.S. dollar; market demand for our products, which is related to the strength of the various U.S. business segments and U.S. and international economic conditions; the availability of desirable and reasonably priced land and our ability to control, purchase, hold and develop such parcels; access to adequate capital on acceptable terms; geographic concentration of our operations, particularly within California; levels of competition; the successful execution of our internal performance plans, including restructuring and cost reduction initiatives; the prices and availability of supply chain inputs, including raw materials and labor; oil and other energy prices; the effects of U.S. trade policies, including the imposition of tariffs and duties on homebuilding products and retaliatory measures taken by other countries; the effects of weather, including the occurrence of drought conditions in California; the risk of loss from earthquakes, volcanoes, fires, floods, droughts, windstorms, hurricanes, pest infestations and other natural disasters, and the risk of delays, reduced consumer demand, and shortages and price increases in labor or materials associated with such natural disasters; the risk of loss from acts of war, terrorism, civil unrest or outbreaks of contagious diseases, such as COVID-19; transportation costs; federal and state tax policies; the effects of land use, environment and other governmental laws and regulations; legal proceedings or disputes and the adequacy of reserves; risks relating to any unforeseen changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, synergies, indebtedness, financial condition, losses and future prospects; changes in accounting principles; risks
related to unauthorized access to our computer systems, theft of our homebuyers’ confidential information or other forms of cyber-attack; and additional factors discussed under the sections captioned “Risk Factors” included in our annual and quarterly reports filed with the Securities and Exchange Commission. The foregoing list is not exhaustive. New risk factors may emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business.
Investor Relations Contact:
Drew Mackintosh, Mackintosh Investor Relations
InvestorRelations@TriPointeHomes.com, 949-478-8696
Media Contact:
Carol Ruiz, cruiz@newgroundco.com, 310-437-0045
KEY OPERATIONS AND FINANCIAL DATA
(dollars in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2022 | | 2021 | | Change | | % Change | | | | | | | | |
| Operating Data: | (unaudited) |
| Home sales revenue | $ | 725,251 | | | $ | 716,675 | | | $ | 8,576 | | | 1 | % | | | | | | | | |
| Homebuilding gross margin | $ | 194,591 | | | $ | 171,319 | | | $ | 23,272 | | | 14 | % | | | | | | | | |
| Homebuilding gross margin % | 26.8 | % | | 23.9 | % | | 2.9 | % | | | | | | | | | | |
| Adjusted homebuilding gross margin %* | 29.3 | % | | 26.8 | % | | 2.5 | % | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| SG&A expense | $ | 80,695 | | | $ | 81,809 | | | $ | (1,114) | | | (1) | % | | | | | | | | |
SG&A expense as a % of home sales
revenue | 11.1 | % | | 11.4 | % | | (0.3) | % | | | | | | | | | | |
| Net income | $ | 88,499 | | | $ | 70,802 | | | $ | 17,697 | | | 25 | % | | | | | | | | |
| | | | | | | | | | | | | | | |
| Adjusted EBITDA* | $ | 146,091 | | | $ | 126,080 | | | $ | 20,011 | | | 16 | % | | | | | | | | |
| Interest incurred | $ | 28,553 | | | $ | 21,179 | | | $ | 7,374 | | | 35 | % | | | | | | | | |
| Interest in cost of home sales | $ | 17,065 | | | $ | 20,678 | | | $ | (3,613) | | | (17) | % | | | | | | | | |
| | | | | | | | | | | | | | | |
| Other Data: | | | | | | | | | | | | | | | |
| Net new home orders | 1,896 | | | 1,987 | | | (91) | | | (5) | % | | | | | | | | |
| New homes delivered | 1,099 | | | 1,126 | | | (27) | | | (2) | % | | | | | | | | |
| Average sales price of homes delivered | $ | 660 | | | $ | 636 | | | $ | 24 | | | 4 | % | | | | | | | | |
| Cancellation rate | 8 | % | | 6 | % | | 2 | % | | | | | | | | | | |
| Average selling communities | 111.5 | | | 113.3 | | | (1.8) | | | (2) | % | | | | | | | | |
| Selling communities at end of period | 116 | | | 117 | | | (1) | | | (1) | % | | | | | | | | |
| Backlog (estimated dollar value) | $ | 2,929,187 | | | $ | 2,451,805 | | | $ | 477,382 | | | 19 | % | | | | | | | | |
| Backlog (homes) | 3,955 | | | 3,825 | | | 130 | | | 3 | % | | | | | | | | |
| Average sales price in backlog | $ | 741 | | | $ | 641 | | | $ | 100 | | | 16 | % | | | | | | | | |
| | | | | | | | | | | | | | | |
| March 31, | | December 31, | | | | | | | | | | | | |
| 2022 | | 2021 | | Change | | % Change | | | | | | | | |
| Balance Sheet Data: | (unaudited) | | | | | | | | | | | | | | |
| Cash and cash equivalents | $ | 412,703 | | | $ | 681,528 | | | $ | (268,825) | | | (39) | % | | | | | | | | |
| Real estate inventories | $ | 3,288,347 | | | $ | 3,054,743 | | | $ | 233,604 | | | 8 | % | | | | | | | | |
| Lots owned or controlled | 41,828 | | | 41,675 | | | 153 | | | 0 | % | | | | | | | | |
Homes under construction (1) | 4,214 | | | 3,632 | | | 582 | | | 16 | % | | | | | | | | |
| Homes completed, unsold | 25 | | | 27 | | | (2) | | | (7) | % | | | | | | | | |
| Debt | $ | 1,338,050 | | | $ | 1,337,723 | | | $ | 327 | | | 0 | % | | | | | | | | |
| Stockholders’ equity | $ | 2,408,234 | | | $ | 2,447,621 | | | $ | (39,387) | | | (2) | % | | | | | | | | |
| Book capitalization | $ | 3,746,284 | | | $ | 3,785,344 | | | $ | (39,060) | | | (1) | % | | | | | | | | |
| Ratio of debt-to-capital | 35.7 | % | | 35.3 | % | | 0.4 | % | | | | | | | | | | |
| Ratio of net debt-to-net capital* | 27.8 | % | | 21.1 | % | | 6.7 | % | | | | | | | | | | |
__________
(1) Homes under construction included 98 and 85 models at March 31, 2022 and December 31, 2021, respectively.
* See “Reconciliation of Non-GAAP Financial Measures”
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
| | | | | | | | | | | |
| March 31, | | December 31, |
| 2022 | | 2021 |
| Assets | (unaudited) | | |
| Cash and cash equivalents | $ | 412,703 | | | $ | 681,528 | |
| Receivables | 116,749 | | | 116,996 | |
| Real estate inventories | 3,288,347 | | | 3,054,743 | |
| Investments in unconsolidated entities | 122,366 | | | 118,095 | |
| Goodwill and other intangible assets, net | 156,603 | | | 156,603 | |
| Deferred tax assets, net | 57,096 | | | 57,096 | |
| Other assets | 160,208 | | | 151,162 | |
| Total assets | $ | 4,314,072 | | | $ | 4,336,223 | |
| | | |
| Liabilities | | | |
| Accounts payable | $ | 76,015 | | | $ | 84,854 | |
| Accrued expenses and other liabilities | 490,877 | | | 466,013 | |
| Loans payable | 250,000 | | | 250,504 | |
| Senior notes | 1,088,050 | | | 1,087,219 | |
| Total liabilities | 1,904,942 | | | 1,888,590 | |
| | | |
| Commitments and contingencies | | | |
| | | |
| Equity | | | |
Stockholders’ equity: | | | |
| Preferred stock, $0.01 par value, 50,000,000 shares authorized; no shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | — | | | — | |
| Common stock, $0.01 par value, 500,000,000 shares authorized; 104,980,860 and 109,644,474 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 1,050 | | | 1,096 | |
| Additional paid-in capital | — | | | 91,077 | |
| Retained earnings | 2,407,184 | | | 2,355,448 | |
Total stockholders’ equity | 2,408,234 | | | 2,447,621 | |
| Noncontrolling interests | 896 | | | 12 | |
| Total equity | 2,409,130 | | | 2,447,633 | |
| Total liabilities and equity | $ | 4,314,072 | | | $ | 4,336,223 | |
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except share and per share amounts)
(unaudited)
| | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | |
| | 2022 | | 2021 | | | | |
| Homebuilding: | | | | | | | |
| Home sales revenue | $ | 725,251 | | | $ | 716,675 | | | | | |
| Land and lot sales revenue | 1,597 | | | 1,523 | | | | | |
| Other operations revenue | 644 | | | 663 | | | | | |
| Total revenues | 727,492 | | | 718,861 | | | | | |
| Cost of home sales | 530,660 | | | 545,356 | | | | | |
| Cost of land and lot sales | 475 | | | 153 | | | | | |
| Other operations expense | 646 | | | 624 | | | | | |
| Sales and marketing | 32,239 | | | 40,460 | | | | | |
| General and administrative | 48,456 | | | 41,349 | | | | | |
| | | | | | | |
| Homebuilding income from operations | 115,016 | | | 90,919 | | | | | |
| Equity in loss of unconsolidated entities | (55) | | | (13) | | | | | |
| Other income, net | 273 | | | 108 | | | | | |
| Homebuilding income before income taxes | 115,234 | | | 91,014 | | | | | |
| Financial Services: | | | | | | | |
| Revenues | 8,752 | | | 2,105 | | | | | |
| Expenses | 5,308 | | | 1,407 | | | | | |
| Equity in income of unconsolidated entities | 46 | | | 2,691 | | | | | |
| Financial services income before income taxes | 3,490 | | | 3,389 | | | | | |
| Income before income taxes | 118,724 | | | 94,403 | | | | | |
| Provision for income taxes | (30,225) | | | (23,601) | | | | | |
| Net income | 88,499 | | | 70,802 | | | | | |
| Net income attributable to noncontrolling interests | (1,021) | | | — | | | | | |
| Net income available to common stockholders | $ | 87,478 | | | $ | 70,802 | | | | | |
| Earnings per share | | | | | | | |
| Basic | $ | 0.82 | | | $ | 0.59 | | | | | |
| Diluted | $ | 0.81 | | | $ | 0.59 | | | | | |
| Weighted average shares outstanding | | | | | | | |
| Basic | 107,326,911 | | | 119,355,252 | | | | | |
| Diluted | 108,197,485 | | | 120,086,573 | | | | | |
MARKET DATA BY REPORTING SEGMENT & STATE
(dollars in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2022 | | 2021 | | | | |
| New
Homes
Delivered | | Average
Sales
Price | | New
Homes
Delivered | | Average
Sales
Price | | | | | | | | |
| Arizona | 70 | | | $ | 733 | | | 160 | | | $ | 665 | | | | | | | | | |
| California | 514 | | | 680 | | | 457 | | | 672 | | | | | | | | | |
| Nevada | 84 | | | 686 | | | 74 | | | 626 | | | | | | | | | |
| Washington | 72 | | | 972 | | | 78 | | | 1,001 | | | | | | | | | |
| West total | 740 | | | 714 | | | 769 | | | 699 | | | | | | | | | |
| Colorado | 43 | | | 626 | | | 40 | | | 602 | | | | | | | | | |
| Texas | 220 | | | 501 | | | 214 | | | 453 | | | | | | | | | |
| Central total | 263 | | | 521 | | | 254 | | | 477 | | | | | | | | | |
| Maryland | 29 | | | 579 | | | 58 | | | 546 | | | | | | | | | |
| North Carolina | 18 | | | 481 | | | 14 | | | 368 | | | | | | | | | |
| South Carolina | 10 | | | 397 | | | 4 | | | 290 | | | | | | | | | |
| Virginia | 39 | | | 782 | | | 27 | | | 730 | | | | | | | | | |
| East total | 96 | | | 624 | | | 103 | | | 560 | | | | | | | | | |
| Total | 1,099 | | | $ | 660 | | | 1,126 | | | $ | 636 | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2022 | | 2021 | | | | |
| Net New
Home
Orders | | Average
Selling
Communities | | Net New
Home
Orders | | Average
Selling
Communities | | | | | | | | |
| Arizona | 215 | | | 13.3 | | | 261 | | | 15.2 | | | | | | | | | |
| California | 701 | | | 39.0 | | | 690 | | | 38.8 | | | | | | | | | |
| Nevada | 145 | | | 9.0 | | | 255 | | | 12.0 | | | | | | | | | |
| Washington | 48 | | | 3.0 | | | 71 | | | 4.5 | | | | | | | | | |
| West total | 1,109 | | | 64.3 | | | 1,277 | | | 70.5 | | | | | | | | | |
| Colorado | 131 | | | 8.0 | | | 105 | | | 5.0 | | | | | | | | | |
| Texas | 415 | | | 22.5 | | | 429 | | | 24.0 | | | | | | | | | |
| Central total | 546 | | | 30.5 | | | 534 | | | 29.0 | | | | | | | | | |
| Maryland | 52 | | | 5.2 | | | 63 | | | 6.0 | | | | | | | | | |
| North Carolina | 122 | | | 8.0 | | | 42 | | | 1.8 | | | | | | | | | |
| South Carolina | 4 | | | 0.5 | | | 6 | | | 1.0 | | | | | | | | | |
| Virginia | 63 | | | 3.0 | | | 65 | | | 5.0 | | | | | | | | | |
| East total | 241 | | | 16.7 | | | 176 | | | 13.8 | | | | | | | | | |
| Total | 1,896 | | | 111.5 | | | 1,987 | | | 113.3 | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
MARKET DATA BY REPORTING SEGMENT & STATE, continued
(dollars in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of March 31, 2022 | | As of March 31, 2021 |
| Backlog
Units | | Backlog
Dollar
Value | | Average
Sales
Price | | Backlog
Units | | Backlog
Dollar
Value | | Average
Sales
Price |
| Arizona | 665 | | | $ | 515,500 | | | $ | 775 | | | 580 | | | $ | 394,390 | | | $ | 680 | |
| California | 1,223 | | | 1,016,024 | | | 831 | | | 1,491 | | | 1,004,571 | | | 674 | |
| Nevada | 387 | | | 302,271 | | | 781 | | | 317 | | | 216,693 | | | 684 | |
| Washington | 105 | | | 102,756 | | | 979 | | | 132 | | | 137,379 | | | 1,041 | |
| West total | 2,380 | | | 1,936,551 | | | 814 | | | 2,520 | | | 1,753,033 | | | 696 | |
| Colorado | 272 | | | 198,666 | | | 730 | | | 191 | | | 115,836 | | | 606 | |
| Texas | 831 | | | 473,755 | | | 570 | | | 713 | | | 337,533 | | | 473 | |
| Central total | 1,103 | | | 672,421 | | | 610 | | | 904 | | | 453,369 | | | 502 | |
| Maryland | 106 | | | 85,952 | | | 811 | | | 206 | | | 118,960 | | | 577 | |
| North Carolina | 201 | | | 95,714 | | | 476 | | | 40 | | | 15,770 | | | 394 | |
| South Carolina | 18 | | | 7,255 | | | 403 | | | 5 | | | 1,641 | | | 328 | |
| Virginia | 147 | | | 131,294 | | | 893 | | | 150 | | | 109,032 | | | 727 | |
| East total | 472 | | | 320,215 | | | 678 | | | 401 | | | 245,403 | | | 612 | |
| Total | 3,955 | | | $ | 2,929,187 | | | $ | 741 | | | 3,825 | | | $ | 2,451,805 | | | $ | 641 | |
| | | | | | | | | | | |
| March 31, | | December 31, | | | | | | | | |
| 2022 | | 2021 | | | | | | | | |
| Lots Owned or Controlled: | | | | | | | | | | | |
| Arizona | 4,278 | | | 4,607 | | | | | | | | | |
| California | 14,226 | | | 15,091 | | | | | | | | | |
| Nevada | 2,427 | | | 2,161 | | | | | | | | | |
| Washington | 938 | | | 1,010 | | | | | | | | | |
| West total | 21,869 | | | 22,869 | | | | | | | | | |
| Colorado | 2,121 | | | 1,683 | | | | | | | | | |
| Texas | 11,467 | | | 12,297 | | | | | | | | | |
| Central total | 13,588 | | | 13,980 | | | | | | | | | |
| District of Columbia | 105 | | | 15 | | | | | | | | | |
| Maryland | 725 | | | 558 | | | | | | | | | |
| North Carolina | 4,693 | | | 3,044 | | | | | | | | | |
| South Carolina | 18 | | | 414 | | | | | | | | | |
| Virginia | 830 | | | 795 | | | | | | | | | |
| East total | 6,371 | | | 4,826 | | | | | | | | | |
| Total | 41,828 | | | 41,675 | | | | | | | | | |
| | | | | | | | | | | |
| March 31, | | December 31, | | | | | | | | |
| 2022 | | 2021 | | | | | | | | |
| Lots by Ownership Type: | | | | | | | | | | | |
| Lots owned | 22,317 | | | 22,136 | | | | | | | | | |
| Lots controlled (1) | 19,511 | | | 19,539 | | | | | | | | | |
| Total | 41,828 | | | 41,675 | | | | | | | | | |
(1) As of March 31, 2022 and December 31, 2021, lots controlled included lots that were under land option contracts or purchase contracts. As of March 31, 2022 and December 31, 2021, lots controlled for Central include 3,317 and 2,950 lots, respectively, and lots controlled for East include 174 and 179 lots, respectively, which represent our expected share of lots owned by our investments in unconsolidated land development joint ventures.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(unaudited)
In this press release, we utilize certain financial measures that are non-GAAP financial measures as defined by the Securities and Exchange Commission. We present these measures because we believe they and similar measures are useful to management and investors in evaluating the Company’s operating performance and financing structure. We also believe these measures facilitate the comparison of our operating performance and financing structure with other companies in our industry. Because these measures are not calculated in accordance with Generally Accepted Accounting Principles (“GAAP”), they may not be comparable to other similarly titled measures of other companies and should not be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP.
The following table reconciles homebuilding gross margin percentage, as reported and prepared in accordance with GAAP, to the non-GAAP measure adjusted homebuilding gross margin percentage. We believe this information is meaningful as it isolates the impact that leverage has on homebuilding gross margin and permits investors to make better comparisons with our competitors, who adjust gross margins in a similar fashion.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, |
| 2022 | | % | | 2021 | | % |
| (dollars in thousands) |
| Home sales revenue | $ | 725,251 | | | 100.0 | % | | $ | 716,675 | | | 100.0 | % |
| Cost of home sales | 530,660 | | | 73.2 | % | | 545,356 | | | 76.1 | % |
| Homebuilding gross margin | 194,591 | | | 26.8 | % | | 171,319 | | | 23.9 | % |
| Add: interest in cost of home sales | 17,065 | | | 2.4 | % | | 20,678 | | | 2.9 | % |
| Add: impairments and lot option abandonments | 489 | | | 0.1 | % | | 213 | | | 0.0 | % |
| Adjusted homebuilding gross margin | $ | 212,145 | | | 29.3 | % | | $ | 192,210 | | | 26.8 | % |
| Homebuilding gross margin percentage | 26.8 | % | | | | 23.9 | % | | |
| Adjusted homebuilding gross margin percentage | 29.3 | % | | | | 26.8 | % | | |
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (continued)
(unaudited)
The following table reconciles the Company’s ratio of debt-to-capital to the non-GAAP ratio of net debt-to-net capital. We believe that the ratio of net debt-to-net capital is a relevant financial measure for management and investors to understand the leverage employed in our operations and as an indicator of the Company’s ability to obtain financing.
| | | | | | | | | | | |
| March 31, 2022 | | December 31, 2021 |
| Loans payable | $ | 250,000 | | | $ | 250,504 | |
| Senior notes | 1,088,050 | | | 1,087,219 | |
| Total debt | 1,338,050 | | | 1,337,723 | |
| Stockholders’ equity | 2,408,234 | | | 2,447,621 | |
| Total capital | $ | 3,746,284 | | | $ | 3,785,344 | |
Ratio of debt-to-capital(1) | 35.7 | % | | 35.3 | % |
| | | |
| Total debt | $ | 1,338,050 | | | $ | 1,337,723 | |
| Less: Cash and cash equivalents | (412,703) | | | (681,528) | |
| Net debt | 925,347 | | | 656,195 | |
| Stockholders’ equity | 2,408,234 | | | 2,447,621 | |
| Net capital | $ | 3,333,581 | | | $ | 3,103,816 | |
Ratio of net debt-to-net capital(2) | 27.8 | % | | 21.1 | % |
__________
(1) The ratio of debt-to-capital is computed as the quotient obtained by dividing total debt by the sum of total debt plus stockholders’ equity.
(2) The ratio of net debt-to-net capital is computed as the quotient obtained by dividing net debt (which is total debt less cash and cash equivalents) by the sum of net debt plus stockholders’ equity.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (continued)
(unaudited)
The following table calculates the non-GAAP financial measures of EBITDA and Adjusted EBITDA and reconciles those amounts to net income, as reported and prepared in accordance with GAAP. EBITDA means net income available to common stockholders before (a) interest expense, (b) expensing of previously capitalized interest included in costs of home sales, (c) income taxes and (d) depreciation and amortization. Adjusted EBITDA means EBITDA before (e) amortization of stock-based compensation and (f) impairments and lot option abandonments. Other companies may calculate EBITDA and Adjusted EBITDA (or similarly titled measures) differently. We believe EBITDA and Adjusted EBITDA are useful measures of the Company’s ability to service debt and obtain financing.
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2022 | | 2021 | | | | |
| (in thousands) |
| Net income available to common stockholders | $ | 87,478 | | | $ | 70,802 | | | | | |
| Interest expense: | | | | | | | |
| Interest incurred | 28,553 | | | 21,179 | | | | | |
| Interest capitalized | (28,553) | | | (21,179) | | | | | |
| Amortization of interest in cost of sales | 17,065 | | | 20,678 | | | | | |
| Provision for income taxes | 30,225 | | | 23,601 | | | | | |
| Depreciation and amortization | 5,285 | | | 7,130 | | | | | |
| EBITDA | 140,053 | | | 122,211 | | | | | |
| Amortization of stock-based compensation | 5,272 | | | 3,656 | | | | | |
| Impairments and lot option abandonments | 766 | | | 213 | | | | | |
| | | | | | | |
| | | | | | | |
| Adjusted EBITDA | $ | 146,091 | | | $ | 126,080 | | | | | |
