Discussion of our business and operations included in this annual report on Form 10-K should be read together with the risk factors set forth below. They describe various risks and uncertainties to which we are, or may become, subject. These risks and uncertainties, together with other factors described elsewhere in this report, have the potential to affect our business, financial condition, results of operations, cash flows, strategies, or prospects in a material and adverse manner.
Downward changes in general economic, real estate construction, or other business conditions could adversely affect our business or our financial results.
The residential homebuilding industry is sensitive to changes in economic conditions and other factors, such as the level of employment, consumer confidence, consumer income, availability of financing, and interest rate levels. Adverse changes in any of these conditions generally, or in the markets where we operate, could decrease demand and pricing for new homes in these areas or result in customer cancellations of pending contracts, which could adversely affect the number of home deliveries we make or reduce the prices we can charge for homes, either of which could result in a decrease in our revenues and earnings and would adversely affect our financial condition.
The homebuilding industry is currently experiencing an economic down cycle, which has had an adverse effect on our business and results of operations.
Prior to 2006, land and home prices rose significantly in many of our markets. However, since early 2006, the homebuilding industry has been impacted by weak consumer confidence, tightened mortgage standards, a significant increase in the number of foreclosed homes, and large supplies of resale and new home inventories which have contributed to an industry-wide softening of demand for new homes. As a result of these factors, we have experienced significant decreases in our revenues and profitability. We have also incurred substantial impairments of our land and certain other assets. We cannot predict the duration or the severity of the current market conditions, nor provide any assurances that the adjustments we have made in our operating strategy to address these conditions will be successful.
If the market value of our land and homes drops significantly, our profits could decrease.
The market value of land, building lots and housing inventories can fluctuate significantly as a result of changing market conditions and the measures we employ to manage inventory risk may not be adequate to insulate our operations from a severe drop in inventory values. We acquire land for expansion into new markets and for replacement of land inventory and expansion within our current markets. If housing demand decreases below what we anticipated when we acquired our inventory, we may not be able to make profits similar to what we have made in the past, we may experience less than anticipated profits, and/or we may not be able to recover our costs when we sell and build homes. When market conditions are such that land values are not appreciating, option arrangements previously entered into may become less desirable, at which time we may elect to forego deposits and pre-acquisition costs and terminate the agreement. In the face of adverse market conditions, we may have substantial inventory carrying costs, we may have to write down our inventory to its fair value, and/or we may have to sell land or homes at a loss.
As a result of the changing market conditions in the homebuilding industry that have occurred since early 2006, we incurred significant land-related charges in each of the respective periods resulting from the write-off of deposits and pre-acquisition costs related to land transactions we no longer plan to pursue, net realizable valuation adjustments related to land positions sold or held for sale, impairments on land assets related to communities under development or to be developed in the future, and impairments of our investments in unconsolidated joint ventures. It is possible that the estimated cash flows from these projects may change and could result in a future need to record additional valuation adjustments. Additionally, if conditions in the homebuilding industry worsen in the future or if our strategy related to certain communities changes, we may be required to evaluate our assets, including additional projects, for additional impairments or write-downs, which could result in additional charges that might be significant.
Our success depends on our ability to acquire land suitable for residential homebuilding at reasonable prices, in accordance with our land investment criteria.
The homebuilding industry is highly competitive for suitable land. The availability of finished and partially finished developed lots and undeveloped land for purchase that meet our internal criteria depends on a number of factors outside our control, including land availability in general, competition with other homebuilders and land buyers
9
| Calculation of consideration transferred |
||||
| Centex common shares exchanged (including restricted stock) |
124,484 | |||
| Centex restricted stock units exchanged |
373 | |||
| 124,857 | ||||
| Exchange ratio |
0.975 | |||
| PulteGroup common shares and restricted stock units issued |
121,736 | |||
| Closing price per share of PulteGroup common stock, as of August 18, 2009 |
$ | 12.33 | ||
| Consideration attributable to common stock |
$ | 1,501,005 | ||
| Consideration attributable to PulteGroup equity awards exchanged for Centex equity awards (a) |
4,036 | |||
| Cash paid for fractional shares |
50 | |||
| Total consideration transferred |
$ | 1,505,091 | ||
| Assets acquired and liabilities assumed |
||||
| Cash and equivalents |
$ | 1,748,792 | ||
| Restricted cash |
24,037 | |||
| Inventory |
2,053,329 | |||
| Residential mortgage loans available-for sale |
129,955 | |||
| Intangible assets |
100,000 | |||
| Goodwill (b) |
1,461,422 | |||
| Other assets |
447,274 | |||
| Total assets acquired |
5,964,809 | |||
| Accounts payable |
(111,905 | ) | ||
| Accrued and other liabilities |
(1,121,443 | ) | ||
| Income tax liabilities |
(141,054 | ) | ||
| Senior notes |
(3,085,316 | ) | ||
| Total liabilities assumed |
(4,459,718 | ) | ||
| Total net assets acquired |
$ | 1,505,091 | ||