Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 10, 2022 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Transition Report | false | |
Entity File Number | 001-39916 | |
Entity Registrant Name | DREAM FINDERS HOMES, INC. | |
Entity Central Index Key | 0001825088 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2983036 | |
Entity Address, Address Line One | 14701 Philips Highway | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Jacksonville | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32256 | |
City Area Code | 904 | |
Local Phone Number | 644-7670 | |
Title of 12(b) Security | Class A Common Stock, par value $0.01 per share | |
Trading Symbol | DFH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Common Class A [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 32,379,417 | |
Common Class B [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 60,379,999 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 100,140 | $ 227,227 |
Restricted cash (VIE amounts of $3,759 and $4,275) | 60,875 | 54,095 |
Accounts receivable (VIE amounts of $3,621 and $2,684) | 33,534 | 33,482 |
Inventories: | ||
Construction in process and finished homes | 1,112,085 | 961,779 |
Company owned land and lots | 104,407 | 83,197 |
VIE owned land and lots | 15,564 | 21,686 |
Total inventories | 1,232,056 | 1,066,662 |
Lot deposits | 275,354 | 241,406 |
Other assets (VIE amounts of $1,965 and $2,185) | 57,401 | 43,962 |
Equity method investments | 14,480 | 15,967 |
Property and equipment, net | 6,620 | 6,789 |
Operating lease right-of-use assets | 26,581 | 19,359 |
Deferred tax asset | 5,386 | 4,232 |
Intangible assets, net of amortization | 8,112 | 9,140 |
Goodwill | 171,927 | 171,927 |
Total assets | 1,992,466 | 1,894,248 |
Liabilities | ||
Accounts payable (VIE amounts of $1,429 and $1,309) | 136,665 | 113,498 |
Accrued expenses (VIE amounts of $6,062 and $6,915) | 126,906 | 139,508 |
Customer deposits | 206,065 | 177,685 |
Construction lines of credit | 770,000 | 760,000 |
Notes payable (VIE amounts of $125 and $1,979) | 1,725 | 3,292 |
Operating lease liabilities | 27,065 | 19,826 |
Contingent consideration | 128,248 | 124,056 |
Total liabilities | 1,396,674 | 1,337,865 |
Commitments and contingencies (Note 5) | ||
Stockholders' Equity | ||
Additional paid-in capital | 259,328 | 257,963 |
Retained earnings | 158,611 | 118,194 |
Non-controlling interests | 21,511 | 24,081 |
Total mezzanine and stockholders' equity | 595,792 | 556,383 |
Total liabilities, mezzanine equity, and stockholders' equity | 1,992,466 | 1,894,248 |
Preferred Mezzanine Equity [Member] | ||
Mezzanine Equity | ||
Total mezzanine equity | 155,417 | 155,220 |
Common Class A [Member] | ||
Stockholders' Equity | ||
Common stock, value | 323 | 323 |
Common Class B [Member] | ||
Stockholders' Equity | ||
Common stock, value | $ 602 | $ 602 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Restricted cash, VIE amounts | $ 60,875 | $ 54,095 |
Accounts receivable, VIE amounts | 33,534 | 33,482 |
Other assets, VIE amounts | 57,401 | 43,962 |
Liabilities | ||
Accounts payable, VIE amounts | 136,665 | 113,498 |
Accrued expenses, VIE amounts | 126,906 | 139,508 |
Notes payable | $ 1,725 | $ 3,292 |
Common Class A [Member] | ||
Stockholders' Equity | ||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock shares authorized (in shares) | 289,000,000 | 289,000,000 |
Common stock shares outstanding (in shares) | 32,295,329 | 32,295,329 |
Common Class B [Member] | ||
Stockholders' Equity | ||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock shares authorized (in shares) | 61,000,000 | 61,000,000 |
Common stock shares outstanding (in shares) | 60,226,153 | 60,226,153 |
Variable Interest Entity [Member] | ||
Assets | ||
Restricted cash, VIE amounts | $ 3,759 | $ 4,275 |
Accounts receivable, VIE amounts | 3,621 | 2,684 |
Other assets, VIE amounts | 1,965 | 2,185 |
Liabilities | ||
Accounts payable, VIE amounts | 1,429 | 1,309 |
Accrued expenses, VIE amounts | 6,062 | 6,915 |
Notes payable | $ 125 | $ 1,979 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Revenues: | |||
Revenues | $ 664,066 | $ 343,560 | |
Homebuilding cost of sales | 538,868 | 291,037 | |
Selling, general and administrative expense | 61,710 | 29,315 | |
Income from equity in earnings of unconsolidated entities | (2,960) | (1,732) | |
Contingent consideration revaluation | 4,192 | 1,183 | |
Other (income) expense, net | (969) | 703 | |
Interest expense | 13 | 642 | |
Income before taxes | 63,212 | 22,412 | |
Income tax expense | (16,878) | (4,816) | |
Net income | 46,334 | 17,596 | |
Net income attributable to non-controlling interests | (2,618) | (1,475) | |
Net income attributable to Dream Finders Homes, Inc. | 43,716 | 16,121 | |
Comprehensive income | 46,334 | 17,596 | |
Comprehensive income attributable to non-controlling interests | (2,618) | (1,475) | |
Comprehensive income attributable to Dream Finders Homes, Inc. | $ 43,716 | $ 16,121 | |
Earnings per share | |||
Basic (in dollars per share) | [1] | $ 0.43 | $ 0.18 |
Diluted (in dollars per share) | [1] | $ 0.42 | $ 0.18 |
Weighted-average number of shares | |||
Basic (in shares) | 92,758,939 | 92,521,482 | |
Diluted (in shares) | 102,496,876 | 92,596,960 | |
Homebuilding [Member] | |||
Revenues: | |||
Revenues | $ 662,473 | $ 342,167 | |
Other [Member] | |||
Revenues: | |||
Revenues | $ 1,593 | $ 1,393 | |
[1] | The Company calculated earnings per share (“EPS”) based on net income attributable to common stockholders for the period January 21, 2021 through March 31, 2021 over the weighted average diluted shares outstanding for the same period. EPS was calculated prospectively for the period subsequent to the Company’s initial public offering and corporate reorganization as described in Note 1, Nature of Business and Significant Accounting Policies, resulting in92,521,482 shares of common stock outstanding as of the closing of the initial public offering. The total outstanding shares of common stock are made up of Class A common stock and Class B common stock, which participate equally in their ratable ownership share of the Company. Diluted shares were calculated by using the treasury stock method for stock grants and the if-converted method for the convertible preferred stock and the associated preferred dividends. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Redeemable Preferred Units/Stock Mezzanine [Member] | Redeemable Common Units Mezzanine [Member] | Common Units Members' [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total | Common Stock - Class A [Member] | Common Stock - Class B [Member] |
Beginning balance at Dec. 31, 2020 | $ 55,638 | $ 20,593 | |||||||
Beginning balance (in shares) at Dec. 31, 2020 | 48,543 | 7,010 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Distributions | $ (3,617) | $ (1,275) | |||||||
Net income (loss) | (157) | (91) | |||||||
Ending balance at Jan. 20, 2021 | $ 51,864 | $ 19,227 | |||||||
Ending balance (in shares) at Jan. 20, 2021 | 48,543 | 7,010 | |||||||
Balance at Dec. 31, 2020 | $ 103,853 | $ 0 | $ 0 | $ 31,939 | $ 212,023 | $ 0 | $ 0 | ||
Balance (in shares) at Dec. 31, 2020 | 76,655 | 0 | 0 | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Distributions | $ (18,384) | 0 | 0 | (3,476) | (26,752) | $ 0 | $ 0 | ||
Net income (loss) | (996) | 0 | 0 | 210 | (1,034) | 0 | 0 | ||
Balance at Jan. 20, 2021 | $ 84,473 | 0 | 0 | 28,673 | 184,237 | $ 0 | $ 0 | ||
Balance (in shares) at Jan. 20, 2021 | 76,655 | 0 | 0 | ||||||
Beginning balance at Dec. 31, 2020 | $ 55,638 | $ 20,593 | |||||||
Beginning balance (in shares) at Dec. 31, 2020 | 48,543 | 7,010 | |||||||
Ending balance at Mar. 31, 2021 | $ 6,515 | $ 0 | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 7,143 | 0 | |||||||
Balance at Dec. 31, 2020 | $ 103,853 | 0 | 0 | 31,939 | 212,023 | $ 0 | $ 0 | ||
Balance (in shares) at Dec. 31, 2020 | 76,655 | 0 | 0 | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Net income (loss) | 17,596 | ||||||||
Balance at Mar. 31, 2021 | $ 0 | 253,838 | 17,225 | 21,696 | 300,199 | $ 323 | $ 602 | ||
Balance (in shares) at Mar. 31, 2021 | 0 | 32,295,329 | 60,226,153 | ||||||
Beginning balance at Jan. 20, 2021 | $ 51,864 | $ 19,227 | |||||||
Beginning balance (in shares) at Jan. 20, 2021 | 48,543 | 7,010 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Reorganization transactions | $ (19,958) | $ (19,227) | |||||||
Reorganization transactions (in shares) | (15,400) | (7,010) | |||||||
Redemptions | $ (25,531) | $ 0 | |||||||
Redemptions (in shares) | (26,000) | 0 | |||||||
Distributions | $ 0 | $ 0 | |||||||
Net income (loss) | 140 | 0 | |||||||
Ending balance at Mar. 31, 2021 | $ 6,515 | $ 0 | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 7,143 | 0 | |||||||
Balance at Jan. 20, 2021 | $ 84,473 | 0 | 0 | 28,673 | 184,237 | $ 0 | $ 0 | ||
Balance (in shares) at Jan. 20, 2021 | 76,655 | 0 | 0 | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Reorganization transactions | $ (84,473) | 122,843 | 0 | 0 | 0 | $ 213 | $ 602 | ||
Reorganization transactions (in shares) | (76,655) | 21,255,329 | 60,226,153 | ||||||
Issuance of common stock in IPO, net | $ 0 | 129,887 | 0 | 0 | 129,997 | $ 110 | $ 0 | ||
Issuance of common stock in IPO, net (in shares) | 0 | 11,040,000 | 0 | ||||||
Equity-based compensation | $ 0 | 1,108 | 0 | 0 | 1,108 | $ 0 | $ 0 | ||
Redemptions | $ 0 | 0 | 0 | 0 | (25,531) | $ 0 | $ 0 | ||
Redemptions (in shares) | 0 | 0 | 0 | ||||||
Distributions | $ 0 | 0 | 0 | (8,242) | (8,242) | $ 0 | $ 0 | ||
Net income (loss) | 0 | 0 | 17,225 | 1,265 | 18,630 | 0 | 0 | ||
Balance at Mar. 31, 2021 | $ 0 | 253,838 | 17,225 | 21,696 | 300,199 | $ 323 | $ 602 | ||
Balance (in shares) at Mar. 31, 2021 | 0 | 32,295,329 | 60,226,153 | ||||||
Beginning balance at Dec. 31, 2021 | $ 155,220 | $ 0 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 157,143 | 0 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Distributions | $ 0 | $ 0 | |||||||
Net income (loss) | 197 | 0 | |||||||
Ending balance at Mar. 31, 2022 | $ 155,417 | $ 0 | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 157,143 | 0 | |||||||
Balance at Dec. 31, 2021 | $ 0 | 257,963 | 118,194 | 24,081 | 556,383 | $ 323 | $ 602 | ||
Balance (in shares) at Dec. 31, 2021 | 0 | 32,295,329 | 60,226,153 | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Equity-based compensation | $ 0 | 1,365 | 0 | 0 | 1,365 | $ 0 | $ 0 | ||
Distributions | 0 | 0 | 0 | (5,188) | (5,188) | 0 | 0 | ||
Preferred dividends declared | $ 0 | $ 0 | 0 | 0 | (3,102) | 0 | (3,102) | 0 | 0 |
Net income (loss) | 0 | 0 | 43,519 | 2,618 | 46,334 | 0 | 0 | ||
Balance at Mar. 31, 2022 | $ 0 | $ 259,328 | $ 158,611 | $ 21,511 | $ 595,792 | $ 323 | $ 602 | ||
Balance (in shares) at Mar. 31, 2022 | 0 | 32,295,329 | 60,226,153 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities | ||
Net income | $ 46,334 | $ 17,596 |
Adjustments to Reconcile Net Income to Net cash used in operating activities | ||
Depreciation and amortization | 2,144 | 973 |
Gain on sale of property and equipment | (9) | (66) |
Amortization of debt issuance costs | 724 | 911 |
Amortization of right-of-use operating lease | 947 | 760 |
Stock compensation expense | 1,364 | 1,108 |
Deferred tax expense | 16,878 | 4,245 |
Income from equity method investments, net of distributions received | 1,482 | (1,732) |
Remeasurement of contingent consideration | 4,192 | 1,183 |
Changes in Operating Assets and Liabilities | ||
Inventories | (165,394) | (36,695) |
Lot deposits | (33,948) | (24,975) |
Other assets | (14,091) | (6,484) |
Accounts payable and accrued expenses | (10,570) | 8,412 |
Customer deposits | 28,380 | 13,071 |
Operating lease ROU assets | (8,170) | 0 |
Operating lease liabilities | 7,239 | (730) |
Net cash used in operating activities | (122,498) | (22,423) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (950) | (710) |
Proceeds from disposal of property and equipment | 15 | 330 |
Returns on investments from equity method investments | 5 | 81 |
Business combinations, net of cash acquired | 0 | (22,617) |
Net cash used in investing activities | (930) | (22,916) |
Cash Flows from Financing Activities | ||
Proceeds from construction lines of credit | 50,000 | 976,317 |
Principal payments on construction lines of credit | (40,000) | (946,703) |
Proceeds from notes payable | 320 | 1,159 |
Principal payments on notes payable | (1,886) | (23,285) |
Payment of debt issuance costs | (125) | 0 |
Payment of equity issuance costs | 0 | (12,572) |
Payments on financing leases | 0 | (38) |
Distributions to non-controlling interests | (5,188) | (11,718) |
Proceeds from stock issuance | 0 | 142,569 |
Distributions | 0 | (23,276) |
Redemptions | 0 | (25,531) |
Contribution from conversion of converted LLC units | 0 | 123,658 |
Conversion of LLC units | 0 | (123,658) |
Net cash provided by financing activities | 3,121 | 76,922 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (120,307) | 31,583 |
Cash, cash equivalents and restricted cash at beginning of period | 281,322 | 87,414 |
Cash, cash equivalents and restricted cash at end of period | 161,015 | 118,997 |
Non-cash Financing Activities | ||
Financed land payments to seller | 0 | 8,916 |
Leased assets obtained in exchange for new operating lease liabilities | 8,170 | 0 |
Equity issuance costs incurred | 0 | 906 |
Accrued distributions | (3,102) | 0 |
Non-cash Investing Activities | ||
Investment capital reallocation | 0 | (3,468) |
Total non-cash financing and investing activities | 5,068 | 6,354 |
Reconciliation of Cash, cash equivalents and Restricted cash | ||
Cash and cash equivalents | 100,140 | 69,565 |
Restricted cash | 60,875 | 49,432 |
Cash, cash equivalents and restricted cash at end of period | $ 161,015 | $ 118,997 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Nature of Business and Significant Accounting Policies [Abstract] | |
Nature of Business and Significant Accounting Policies | 1. Nature of Business and Significant Accounting Policies Nature of Business Dream Finders Homes, Inc. (the “Company”, “DFH, Inc.” or “we”) was incorporated in the State of Delaware on September 11, 2020. The Company was formed for the purpose of completing an initial public offering (“IPO”) of its common stock and related transactions in order to carry on the business of Dream Finders Holdings LLC, a Florida limited liability company (“DFH LLC”), as a publicly-traded entity. Pursuant to a corporate reorganization and completion of its IPO on January 25, 2021, the Company became a holding company for DFH LLC and its subsidiaries. In connection with the IPO, and pursuant to the terms of the Agreement and Plan of Merger by and among DFH, Inc., DFH LLC and DFH Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of DFH, Inc., DFH Merger Sub LLC merged with and into DFH LLC with DFH LLC as the surviving entity (the “Merger”). As a result of the Merger, all of the outstanding non-voting common units and Series A Preferred Units of DFH LLC converted into 21,255,329 shares of Class A common stock of DFH, Inc., all of the outstanding common units of DFH LLC converted into 60,226,153 shares of Class B common stock of DFH, Inc. and all of the outstanding Series B Preferred Units and Series C Preferred Units of DFH LLC remained outstanding. We refer to this and certain other related events and transactions, as the “Corporate Reorganization”. Following the Corporate Reorganization, the Company owns all of the voting membership interest of DFH LLC The Company successfully completed its IPO of 11,040,000 shares of Class A common stock (which included full exercise of the over-allotment option) at an IPO price of $13.00 per share. Shares of the Company’s Class A common stock began trading on the NASDAQ Global Select Market under the ticker symbol “DFH” on January 21, 2021, and the IPO closed on January 25, 2021. On January 27, 2021, the Company redeemed all of the outstanding Series C Preferred Units for $26.0 million, including $0.5 million of discounted costs, plus accrued unpaid preferred distributions of $0.2 million Principles of Presentation and Consolidation The accompanying unaudited, condensed consolidated financial statements include the accounts of DFH Inc, its wholly-owned subsidiaries and its investments that qualify for consolidation treatment (see Note 7). The accompanying statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for a complete set of financial statements. As such, the accompanying statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The accompanying statements include all adjustments that are of a normal recurring nature and necessary for the fair presentation of our results for the interim periods presented, which are not necessarily indicative of results to be expected for the full year. All intercompany accounts and transactions have been eliminated in consolidation. There are no other components of comprehensive income not already reflected in net and comprehensive income on our Condensed Consolidated Statements of Comprehensive Income. As a result of the reorganization transactions in connection with the IPO, for accounting purposes, our historical results included herein present the combined assets, liabilities and results of operations of DFH, Inc. and DFH LLC and its direct and indirect subsidiaries for the period January 1 to January 21, 2021. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the remeasurement of contingent consideration, valuation and impairment of goodwill, impairment of inventories and business combination estimates. Actual results could differ materially from those estimates. Contingent Consideration In connection with applicable acquisitions, the Company records the fair value of contingent consideration as a liability on the acquisition date, based on estimated pre-tax net income of the acquiree for future periods prescribed by the underlying agreement. The initial measurement of contingent consideration is based on projected cash flows such as revenues, gross margin, overhead expenses and pre-tax income and is discounted to present value using the discounted cash flow method. The remaining estimated earn-out payments are subsequently remeasured to fair value at each reporting date based on the estimated future earnings of the acquired entities and the re-assessment of risk-adjusted discount rates that reflect current market conditions. Maximum potential exposure for contingent consideration is not estimable based on the contractual terms of the contingent consideration agreements, which allow for a percentage payout based on a potentially unlimited range of pre-tax net income. As of March 31, 2022, and December 31, 2021, the Company remeasured contingent consideration related to the acquisition of Village Park Homes, LLC and adjusted the liability to $7.9 million and $7.6 million respectively. The Company recorded contingent consideration adjustments resulting in $0.3 million of expense and $0.4 million of income for the three months ended March 31, 2022, and 2021, respectively. As of March 31, 2022, and December 31, 2021, the Company remeasured contingent consideration related to the acquisition of H&H Constructors of Fayetteville, LLC (“H&H”) and adjusted the liability to $21.6 million and $19.7 million, respectively. The Company recorded contingent consideration adjustments resulting in $1.9 million and $0.8 million of expense for the three months ended March 31, 2022, and 2021, respectively. The contingent consideration re-measurement adjustments are included in contingent consideration revaluation on the Condensed Consolidated Statements of Comprehensive Income. The payment of the H&H and MHI earn-outs are also subject to certain minimum earnings thresholds which must be met by H&H and MHI, respectively, before an earn-out payment occurs. In April 2022 and 2021, the Company made contingent consideration payments of $10.6 million and $1.2 million, respectively. There were no other payments of contingent consideration for the three months ended March 31, 2022 and 2021, respectively. See Note 10, Fair Value Disclosures, for additional discussion on fair value measurement inputs related to contingent consideration. Change in Accounting Principle – Cash and cash equivalents On December 31, 2021, the Company elected to change its accounting policy for the presentation of cash proceeds that are in transit from or held within title company escrow accounts for the benefit of the Company, typically for less than five days. Under the new principle, these proceeds are included in cash and cash equivalents, whereas previously, they were considered accounts receivable and included in other assets. The Company believes this reclassification to be preferable because it is a more accurate reflection of its liquidity at period end and the predominant method used in the industry. This change in accounting principle has been applied retrospectively. This reclassification had no impact on the Condensed Consolidated Statements of Comprehensive Income or Condensed Consolidated Statements of Equity. The impact of the retrospective presentation change on the Condensed Consolidated Statement of Cash Flows for the three month period ended March 31, 2021, is shown below (in thousands): As previously As adjusted Effect of change Net cash used in operating activities $ (47,482 ) $ (22,423 ) $ 25,059 Reclassifications Recent Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, which provides practical expedients and exceptions for applying GAAP when modifying contracts and hedging relationships that use LIBOR as a reference rate. In addition, these amendments are not applicable to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. We do not anticipate a material increase in interest rates from our creditors as a result of the shift away from LIBOR as a reference rate, and we are currently evaluating the impact of the shift and this guidance on our financial statements and disclosures. |
Business Acquisitions
Business Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Acquisitions [Abstract] | |
Business Acquisitions | 2. Business Acquisitions Century Homes On January 31, 2021, the Company completed the acquisition of Century Homes Florida, LLC (“Century Homes”) from Tavistock Development Company for a total purchase price of $35.6 million. The acquisition was accounted for as a business combination under FASB Topic 805, Business Combinations ( “ ” The final purchase price allocation as of January 31, 2022 was as follows (in thousands): Cash acquired $ 3,993 Other assets 754 Goodwill 1,795 Inventories 34,324 Property and equipment, net 549 Liabilities (5,831 ) Total purchase price $ 35,584 MHI On October 1, 2021, we completed the acquisition of certain assets, rights and properties, and assumed certain liabilities of privately held Texas homebuilder McGuyer Homebuilders, Inc. and related affiliates (“MHI”), including: (i) single-family residential home-building; (ii) owning model homes; (iii) acquisition, ownership and licensing of intellectual property (including architectural plans); (iv) purchasing and reselling homebuilding supplies; (v) development, construction and sale of condominium units in Austin, Texas; (vi) mortgage origination through a mortgage company; and (vii) title insurance, escrow and closing services through a title company. The acquisition allows the Company to expand its existing footprint in the Texas market. Total cash paid at closing of approximately $471.0 million included $463.0 million in purchase price based on preliminary value of purchased net assets and a 10.0% deposit on a separate land bank facility. On December 3, 2021, the Company paid an additional $25.2 million in cash for customary post-closing adjustments based on final value of the net assets acquired as of September 30, 2021. Additionally, the Company agreed to the future payment of additional consideration of up to 25.0% of pre-tax net income for up to five periods, the last of which ends 48 months after the closing subject to certain minimum pre-tax income thresholds and certain overhead expenses, estimated at approximately $94.6 million as of the acquisition date. The total purchase price was as follows (in thousands): Cash consideration $ 488,178 Contingent consideration based on future earnings 94,573 Total consideration $ 582,751 The Company used $20.0 million of cash on hand and proceeds from the sale of the Convertible Preferred Stock (see Note 6) and from unsecured debt incurred under the Credit Agreement, to fund the MHI acquisition. On October 1, 2021, the Company borrowed approximately $300.0 million under the Credit Agreement and paid off MHI’s vertical lines of credit in connection with the closing of the acquisition (see Note 3). The acquisition was accounted for as a business combination under Topic 805. We recorded an allocation of the purchase price to MHI tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of October 1, 2021. The amounts for intangible assets were based on third-party valuations performed. Goodwill was recorded as the residual amount by which the purchase price exceeded the provisional fair value of the net assets acquired and is expected to be fully deductible for tax purposes. Goodwill consists primarily of expected synergies of combining operations, the acquired workforce, and growth opportunities, none of which qualify as separately identifiable intangible assets. As of March 31, 2022, the Company has substantially completed its allocation of the purchase price. The principal open items relate to the valuation of certain contingencies as management is awaiting additional information to complete its assessment. Estimates have been recorded as of the acquisition date and updates to these estimates may increase or decrease goodwill. Pursuant to Topic 805, the financial statements will not be retrospectively adjusted for any provisional amount changes that occur in subsequent periods. Rather, we will recognize any provisional adjustments during the reporting period in which the adjustments are determined. We will also be required to record, in the same period’s financial statements, the effect on earnings, if any, as a result of any change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. We expect to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. The purchase price allocation as of March 31, 2022, was as follows (in thousands): Cash acquired $ 297 Inventories 473,037 Lot deposits 40,452 Other assets 14,722 Property and equipment, net 3,163 Equity method investments 6,192 Intangible assets, net of amortization 8,840 Goodwill 141,071 Operating lease right-of-use assets 1,508 Accounts payable (41,466 ) Accrued expenses (25,801 ) Customer deposits (37,756 ) Operating lease liabilities (1,508 ) Total purchase price $ 582,751 On January 31, 2022, the Company made a cash payment of $34.9 million for model homes from MHI Models, Ltd., a Texas limited partnership (“the MHI Model Homes”). The post-close consideration payment completed the asset purchase transaction, which was considered to be economically separate from the acquisition of MHI and related purchase price allocation above. On March 24, 2022, the Company sold 93 completed model homes for $55.4 million, including the MHI Model Homes. The Company simultaneously entered into 93 individual lease agreements. The Company is responsible for paying the operating expenses associated with the homes while under lease. The Company considered the terms of the sale and leaseback arrangement and based on applicable GAAP guidance, concluded the transaction qualifies for sale treatment and that the leases should be classified as operating leases. |
Construction Lines of Credit
Construction Lines of Credit | 3 Months Ended |
Mar. 31, 2022 | |
Construction Lines of Credit [Abstract] | |
Construction Lines of Credit | 3. Construction Lines of Credit On January 25, 2021, the Company entered into a $450.0 million syndicated senior credit facility with Bank of America, N.A. (the “Credit Agreement”), and subsequently repaid $340.0 million in outstanding debt and terminated all then-existing construction lines of credit. Under the Credit Agreement, the Company has the option to enter into Base Rate or LIBOR Rate contracts. The interest is payable based on the contract terms and is variable dependent on the Company’s debt to capitalization ratio and applicable interest rates in the market (LIBOR Rate, Prime Rate, etc.). Through subsequent amendments in September 2021 (“the Amendments”), additional lenders were added as well as provisions for any existing lender, at the Company’s request, to increase its revolving commitment under the Credit Agreement, add new revolving loan tranches under the Credit Agreement or add new term loan tranches under the Credit Agreement, in all cases not to exceed an aggregate of $1.1 billion. In addition, the Amendments clarified and modified certain definitions and covenants as more fully set forth therein, including modifications of certain financial covenants. On October 1, 2021, we borrowed $300.0 million in revolving loans under the Credit Agreement and paid off vertical lines of credit in connection with the MHI acquisition. Certain of our subsidiaries guaranteed the Company’s obligations under the Credit Agreement. As of March 31, 2022, the Credit Agreement has an aggregate commitment of up to $817.5 million and matures on January 25, 2024. As of March 31, 2022 and December 31, 2021, the outstanding balance under the Credit Agreement was $770.0 million and $760.0 million, respectively, and the effective interest rate was 3.5% and 3.8% respectively. Under the Credit Agreement, the funds available are unsecured and availability under the borrowing base is calculated based on finished lots, construction in process, and finished homes inventory on the Condensed Consolidated Balance Sheets. The Company capitalized $5.7 million and $7.5 million as of March 31, 2022 and December 31, 2021, respectively, and amortized $0.7 million and $0.9 million of debt issuance costs for the three months ended March 31, 2022 and 2021, respectively. Debt issuance costs related to the Company’s line of credit and notes payable, net of amortization, were $5.0 million and $5.5 million as of March 31, 2022 and December 31, 2021, respectively, which were included in other assets on the Condensed Consolidated Balance Sheets. The Credit Agreement contains restrictive covenants and financial covenants. The Company was in compliance with all debt covenants as of March 31, 2022 and December 31, 2021. The Company expects to remain in compliance with all debt covenants over the next twelve months . |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2022 | |
Inventories [Abstract] | |
Inventories | 4. Inventories Inventories consist of finished lots, construction in process (“CIP”) and finished homes, including capitalized interest. In addition, lot option fees related to off-balance sheet arrangements and due diligence costs related to land development are also capitalized into inventories – finished lots and land. Finished lots are purchased with the intent of building and selling a home, and are generally purchased just-in-time for construction. CIP represents the homebuilding activity associated with both homes to be sold and speculative homes. CIP includes the cost of the finished lot as well as all of the direct costs incurred to build the home. The cost of the home is expensed on a specific identification basis . Interest is capitalized and included within each inventory category above. Capitalized interest activity is summarized in the table below for the three months ended March 31, 2022 and 2021 (in thousands): For the Three Months Ended March 31, 2022 2021 Capitalized interest at the beginning of the period $ 33,266 $ 21,091 Interest incurred 24,986 6,669 Interest expensed (13 ) (642 ) Interest charged to homebuilding cost of sales (8,847 ) (8,276 ) Capitalized interest at the end of the period $ 49,392 $ 18,842 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 5. Commitments and Contingencies The Company is currently involved in the appeals phase of civil litigation related to defective products provided by Weyerhaeuser NR Company (“Weyerhaeuser”) (NYSE: WY), one of our lumber suppliers. Our Colorado division builds a number of floor plans that include basements using specialized fir lumber. On July 18, 2017, Weyerhaeuser issued a press release indicating a recall and potential solution for TJI Joists with Flak Jacket Protection manufactured after December 1, 2016. The press release indicated the TJI Joists used a Flak Jacket coating that included a formaldehyde-based resin that could be harmful to consumers and produced an odor in certain newly constructed homes. We had 38 homes impacted by the potentially harmful and odorous Flak Jacket coating and incurred significant costs directly related to Weyerhaeuser’s defective TJI Joists. Accordingly, we sought remediation and damages from Weyerhaeuser. The press release by Weyerhaeuser had a pronounced impact on our sales and cancellation rates in Colorado. We filed suit on December 27, 2017—Dream Finders Homes LLC and DFH Mandarin, LLC v. Weyerhaeuser NR Company, No. 17CV34801 (District Court, City and County of Denver, State of Colorado)—and included claims against Weyerhaeuser for manufacturer’s liability based on negligence, negligent misrepresentation causing financial loss in a business transaction and fraudulent concealment. Weyerhaeuser asserted a counterclaim asserting an equitable claim for unjust enrichment. After completion of a jury trial on November 18, 2019, the District Court issued a verdict in our favor on our claims, awarding Dream Finders Homes LLC $3.0 million in damages and DFH Mandarin, LLC $11.7 million in damages. On February 21, 2020, the District Court dismissed Weyerhaeuser’s counterclaim. Weyerhaeuser appealed the Colorado District Court’s jury verdict and on December 2, 2021, the Colorado Court of Appeals reversed the judgment entered against Weyerhaeuser for negligence, negligent misrepresentation and fraudulent concealment. As a result, Dream Finders Homes LLC and DFH Mandarin, LLC filed a petition for writ of certiorari to the Colorado Supreme Court on January 13, 2022 to appeal the Colorado Court of Appeals ruling —Dream Finders Homes LLC and DFH Mandarin, LLC v. Weyerhaeuser NR Company, Case No. 2022SC24 (Colorado Supreme Court)—and that appeal is currently pending. We are awaiting the Colorado Supreme Court’s decision on whether it will grant our petition for writ of certiorari. We have incurred all costs to date related to the Weyerhaeuser matter and have recognized no gain on the damages awarded to us by the District Court. On October 9, 2019, Silver Meadows Townhome Owners Association, Inc. filed a lawsuit in Boulder County Colorado District Court against DFH Mandarin, LLC (“Mandarin”) and Dream Finders Homes, LLC (collectively with Mandarin, “DFH”), both wholly-owned subsidiaries of the Company, as well as other named defendants. The lawsuit alleges certain construction and development defects. Mandarin successfully compelled arbitration. On March 2, 2022 during arbitration proceedings, the parties settled the matter for $12.0 million subject to the execution of a mutually acceptable settlement agreement, including a denial of any admission of liability on behalf of DFH. DFH’s insurance carrier agreed to pay the policy limit of $4.0 million toward the settlement. In April 2022, the parties executed a mutually acceptable settlement agreement and DFH paid the settlement amount, net of the insurance proceeds received. In April 2022, DFH also commenced the formal legal process to seek contribution toward DFH’s portion of the settlement amount from responsible subcontractors and vendors who performed work on the project. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Equity | 6. Equity Pursuant to the Corporate Reorganization effective January 25, 2021, the Company is authorized to issue 350,000,000 shares of common stock, par value of $0.01 per share, consisting of 289,000,000 shares of Class A common stock and 61,000,000 shares of Class B common stock. The Board of Directors of the Company (the “Board of Directors”) has the authority to issue one or more series of preferred stock, par value $0.01 per share, without stockholder approval. As a result of the Corporate Reorganization, all of the outstanding non-voting common units and Series A Preferred Units of DFH LLC converted into 21,255,329 shares of the Company’s Class A common stock and all of the outstanding common units of DFH LLC converted into 60,226,153 shares of the Company’s Class B common stock. On September 29, 2021, the Company filed a Certificate of Designations with the State of Delaware establishing 150,000 shares of Series A Convertible Preferred Stock with an initial liquidation preference of $1,000 per share and a par value $0.01 per share (the “Convertible Preferred Stock”) and sold 150,000 shares of Convertible Preferred Stock for an aggregate purchase price of $150.0 million. The Company used the proceeds from the sale of the Convertible Preferred Stock to fund a portion of the MHI acquisition (See Note 2). All of the Company’s outstanding preferred shares are classified in mezzanine equity as they can be redeemed in a deemed liquidation of the Company outside of the Company’s control. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2022 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | 7. Variable Interest Entities The Company holds investments in certain limited partnerships and similar entities that conduct land acquisition, land development and/or other homebuilding activities in various markets where our homebuilding operations are located, which are considered variable interests. The Company also has an interest in Jet Home Loans LLC (“Jet Home Loans” or “Jet LLC”), where the primary activities include underwriting, originating and selling home mortgages. The Company’s investments in these joint ventures create a variable interest in a variable interest entity (“VIE”), depending on the contractual terms of the arrangement. Additionally, the Company, in the ordinary course of business, enters into option contracts with third parties and unconsolidated entities for the ability to acquire rights to land for the construction of homes. Under these contracts, the Company typically makes a specified earnest money deposit in consideration for the right to purchase land in the future, usually at a predetermined price. The VIEs are funded by initial capital contributions from the Company, as well as its other partners and generally do not have significant debt. In some cases, an unrelated third party is the general partner or managing member and in others, the general partner or managing member is a related party. The primary risk of loss associated with the Company’s involvement in these VIEs is limited to the Company’s initial capital contributions due to bankruptcy or insolvency of the VIE; however, management has deemed the likelihood of this as remote. The maximum exposure to loss related to the VIEs is disclosed below for both consolidated and unconsolidated VIEs, which equals the Company’s capital investment in each entity. Management analyzes the Company’s investments first under the variable interest model to determine if they are VIEs and, if so, whether the Company is the primary beneficiary. Management determines whether the Company is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion if changes to the Company’s involvement arise. To make this determination, management considers factors such as whether the Company could direct finance, determine or limit the scope of the entity, sell or transfer property, direct development or direct other operating decisions. Management consolidates the entity if the Company is the primary beneficiary or if a standalone primary beneficiary does not exist and the Company and its related parties collectively meet the definition of a primary beneficiary. If the joint venture does not qualify as a VIE under the variable interest model, management then evaluates the entity under the voting interest model to assess if consolidation is appropriate. Joint ventures for which the Company is not identified as the primary beneficiary are typically accounted for as equity method investments based on the voting interest model. The Company and its unconsolidated joint venture partners make initial and/or ongoing capital contributions to these unconsolidated joint ventures, typically on a pro rata basis, according to each party’s respective equity interests. The option to make capital contributions is governed by each such unconsolidated joint venture’s respective operating agreement and related governing documents. Partners in these unconsolidated joint ventures are unrelated homebuilders, land developers or other real estate entities. For distributions received from these unconsolidated joint ventures, the Company has elected to use the cumulative earnings approach for the Condensed Consolidated Statements of Cash Flows. Under the cumulative earnings approach, distributions up to the amount of cumulative equity in earnings recognized are treated as returns on investment within operating cash flows and those in excess of that amount are treated as returns of investment within investing cash flows. The assets of a VIE can only be used to satisfy the obligations of that specific VIE, even for assets that are consolidated. The Company and its partners do not have an obligation to make capital contributions to the VIEs and there are no liquidity arrangements or other agreements that could require the Company to provide financial support to the VIEs. Furthermore, the creditors of the VIEs have no recourse to the Company’s general credit. Consolidated VIEs For VIEs that the Company does consolidate, management has the power to direct the activities that most significantly impact the VIE’s economic performance. The Company typically serves as the party with homebuilding expertise in the VIE. The Company does not guarantee the debts of the VIEs, and creditors of the VIEs have no recourse against the Company. There were no new consolidated VIEs during the three months ended March 31, 2022 or 2021. The table below displays the carrying amounts of the assets and liabilities related to the consolidated VIEs (in thousands): As of As of March 31, December 31, Consolidated 2022 2021 Assets $ 24,909 $ 30,830 Liabilities $ 7,616 $ 10,203 Unconsolidated VIEs For VIEs that the Company does not consolidate, the power to direct the activities that most significantly impact the VIE’s economic performance is held by a third party. These entities are accounted for as equity method investments. The Company’s maximum exposure to loss is limited to its investment in the entities because the Company is not obligated to provide any additional capital to or guarantee any of the unconsolidated VIEs’ debt. The table below shows the Company’s investment in the unconsolidated VIEs (in thousands): As of As of March 31, December 31, Unconsolidated 2022 2021 Jet Home Loans $ 6,003 $ 6,133 Other unconsolidated VIEs 8,477 9,834 Total investment in unconsolidated VIEs $ 14,480 $ 15,967 Lot Option Contracts None of the creditors of any of the land bank entities with which we enter into lot option contracts have recourse to our general credit. We generally do not have any specific performance obligations to purchase a certain number or any of the lots or guarantee any of the land bankers’ financial or other liabilities. We are not involved in the design or creation of the land bank entities from which we purchase lots under lot option contracts. The land bankers’ equity holders have the power to direct 100.0% of the operating activities of the land bank entity. We have no voting rights in any of the land bank entities. The sole purpose of the land bank entity’s activities is to generate positive cash flow returns for such entity’s equity holders. Further, we do not share in any of the profit or loss generated by the project’s development. The profits and losses are passed directly to the land bankers’ equity holders. The deposit placed by us pursuant to the lot option contracts is deemed to be a variable interest in the respective land bank entities. Certain of those land bank entities are deemed to be VIEs. Therefore, the land bank entities with which we enter into lot option contracts are evaluated for possible consolidation by the Company. We believe the activities that most significantly impact a land bank entity’s economic performance are the operating activities of the land bank entity. In the case of development projects, unless and until a land bank entity delivers finished lots for sale, the land bank entity’s equity investors bear the risk of land ownership and do not earn any revenues. The operating development activities are managed by the land bank entity’s equity investors. We possess no more than limited protective legal rights through the lot option contracts in the specific finished lots that we are purchasing, and we possess no participative rights in the land bank entities. Accordingly, we do not have the power to direct the activities of a land bank entity that most significantly impact its economic performance. For the aforementioned reasons, the Company concluded that it is not the primary beneficiary of the land bank entities with which it enters into lot option contracts, and therefore the Company does not consolidate any of these VIEs. These option contracts generally allow us, at our option, to forfeit our right to purchase the lots controlled by these option contracts for any reason, and our sole legal obligation and economic loss as a result of such forfeitures is limited to the amount of the deposits paid pursuant to such option contracts including accrued interest, any related fees paid to the land bank partner, management of the development to completion and any cost overruns related to the project. The Company’s risk of loss related to finished lot option and land bank option contract deposits and related fees and interest was $331.3 million and $274.9 million as of March 31, 2022 and December 31, 2021, respectively. Any potential cost overruns relative to the project cannot be quantified as the Company has not experienced any historically. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Taxes [Abstract] | |
Income Taxes | 8. Income Taxes The Company’s effective tax rate for the three months ended March 31, 2022 and 2021 is estimated to be 27.9% and 23.0%, respectively. The effective tax rate includes state income tax expense and non-deductible executive compensation. The rate increase relative to the first quarter of 2021 is mostly due to the 45L tax credit not being estimated in the rate for the first quarter of 2022, as it has yet to be passed by the U.S Government as well as the increase in the Florida tax rate from 3.5% in 2021 to 5.5% in 2022. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | 9. Segment Reporting The Company primarily operates in the homebuilding business and is organized and reported by division. There are eight reportable segments: (i) Jacksonville, (ii) Colorado, (iii) Orlando, (iv) Washington DC (“DC Metro”), (v) The Carolinas, (vi) Texas, (vii) Jet LLC, the Company’s mortgage operations, and (viii) Other. The Company includes the Century Homes operations within the Orlando segment and the MHI operations comprise the Texas segment. The remaining operating segments are combined into the “Other” category, along with the corporate component, which is not considered an operating segment. The following tables summarize revenues and net and comprehensive income by segment for the three months ended March 31, 2022 and 2021 as well as total assets and goodwill by segment as of March 31, 2022 and December 31, 2021 (in thousands): For the Three Months Ended March 31, Revenues: 2022 2021 Jacksonville $ 134,831 $ 96,581 Colorado 38,153 15,210 Orlando 46,843 64,436 DC Metro 11,880 13,948 The Carolinas 83,583 98,503 Texas 275,424 - Jet Home Loans 6,958 7,019 Other (1) 73,352 54,882 Total segment revenues 671,024 350,579 Reconciling items from equity method investments (6,958 ) (7,019 ) Consolidated revenues $ 664,066 $ 343,560 For the Three Months Ended March 31, Net and comprehensive income: 2022 2021 Jacksonville $ 17,459 $ 8,209 Colorado 4,521 455 Orlando 2,914 5,328 DC Metro 672 390 The Carolinas 2,180 4,150 Texas 17,424 - Jet Home Loans 2,289 2,832 Other (1) 504 (1,965 ) Total segment net and comprehensive income 47,963 19,399 Reconciling items from equity method investments (1,629 ) (1,803 ) Consolidated net and comprehensive income $ 46,334 $ 17,596 Assets: Goodwill: As of As of As of As of 2022 2021 2022 2021 Jacksonville $ 242,624 $ 207,502 $ - $ - Colorado 139,557 116,121 - - Orlando 161,920 131,882 1,795 1,795 DC Metro 79,928 62,051 - - The Carolinas 269,050 247,250 16,853 16,853 Texas 761,620 743,306 141,071 141,071 Jet Home Loans 73,992 77,074 - - Other (1) 331,567 379,859 12,209 12,209 Total segments 2,060,258 1,965,045 171,927 171,927 Reconciling items from equity method investments (67,792 ) (70,798 ) - - Consolidated $ 1,992,466 $ 1,894,248 $ 171,927 $ 171,927 (1) Other includes the Company’s title operations, homebuilding operations in non-reportable segments, operations of the corporate component, and corporate assets such as cash and cash equivalents, cash held in trust, prepaid insurance, operating and financing leases, lot deposits, as well as property and equipment. |
Fair Value Disclosures
Fair Value Disclosures | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 10. Fair Value Disclosures Fair value represents the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair values are determined using a fair value hierarchy based on the inputs used to measure fair value. Level 1 inputs are unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 inputs are inputs other than quoted market prices that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable and significant to the fair value. The following table presents a summary of the change in fair value measurement of contingent consideration, which is based on Level 3 inputs and is the only asset or liability measured at fair value on a recurring basis (in thousands): Beginning balance, December 31, 2021 $ 124,056 Contingent consideration adjustments related to prior year acquisitions 4,192 Ending balance, March 31, 2022 $ 128,248 Fair value measurements may also be utilized on a nonrecurring basis, such as for the impairment of long-lived assets and inventory. The fair value of financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, notes payable, customer deposits and construction lines of credit, approximate their carrying amounts due to the short-term nature of these instruments. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11. Related Party Transactions The Company enters into or participates in related party transactions and the majority of these transactions are entered into to secure finished lots for homebuilding. Consolidated Joint Ventures The Company has joint venture arrangements to acquire land, finished lots and build homes. Certain stockholders of DFH, Inc. and directors and members of management of the Company, have invested in these joint ventures and some are limited partners in these joint ventures. DFH Investors LLC (which owned 15,400 Series A Preferred Units, representing 11.65% of the membership interest in DFH LLC, prior to the Corporate Reorganization) is the managing member of certain of these joint ventures. The joint ventures are consolidated for accounting purposes (see Note 7). DF Residential I, LP DF Residential I, LP (“Fund I”) is a real estate investment vehicle, organized for the purpose of acquiring and developing finished lots. Dream Finders Homes LLC, has entered into six joint ventures and ten land bank projects with Fund I since its formation in January 2017. DF Capital Management, LLC (“DF Capital”) is the investment manager in Fund I. The Company owns a 49.0% membership interest in DF Capital. DF Capital is controlled by unaffiliated parties. Certain directors and executive officers have made investments in Fund I as limited partners. In addition, certain members of management have made investments in Fund I. The general partner of Fund I is DF Management GP, LLC (“DF Management”). Dream Finders Homes LLC The total committed capital in Fund I, which was fully committed in 2019, is $36.7 million. Collectively, the Company’s directors, executive officers and members of management invested $8.7 million or 23.8% of the total committed capital in Fund I. Additionally, Dream Finders Homes LLC DF Residential II, LP DF Residential II, LP (“Fund II”) initiated its first close on March 11, 2021. DF Management GP II, LLC, a Florida limited liability company, serves as the general partner of Fund II (the “General Partner”). Fund II raised total capital commitments of $322.1 million and was fully committed as of January 2022. DF Capital is the investment manager of Fund II. The Company indirectly owns 72.0% of the membership interests in the General Partner and receives 72.0% of the economic interests. The General Partner is controlled by unaffiliated parties. The Company’s investment commitment in Fund II is $3.0 million or 0.9% of the total capital commitment of Fund II of $322.1 million. On March 11, 2021, the Company entered into land bank financing arrangements and a Memorandum of Right of First Offer with Fund II, under which Fund II has an exclusive right of first offer on any land bank financing projects up to $20.0 million that meet its investment criteria and are undertaken by the Company during Fund II’s investment period. Certain directors, executive officers and other officers have made investment commitments as limited partners in Fund II in an aggregate amount $133.9 million or 41.6% of the total committed capital of Fund II as of March 31, 2022, inclusive of a $100.0 million commitment from Rockpoint Group LLC discussed below. As of December 31, 2021, these investment commitments were $33.9 million or 10.5% of the total committed capital of Fund II. Land Bank Transactions with DF Capital DF Capital subsequently raised additional commitments from limited partners through funds other than Fund I and Fund II, which provided land bank financing for certain projects. One of the Company’s officers, invested $0.2 million in one of these funds managed by DF Capital as a limited partner in 2019. The Company continues to purchase lots controlled by these funds. As of March 31, 2022, the Company had $3.6 million in outstanding lot deposits in relation to these projects. Land Bank Transactions with LB Parker Owners, LLC On August 10, 2021, the Company entered into a land banking transaction with LB Parker Owners, LLC, a Delaware limited liability company, which is beneficially owned by Rockpoint Group, LLC (“Rockpoint”) in connection with the Company’s acquisition and development of certain residential real property located in Parker, Colorado known as “Looking Glass” pursuant to which LB Parker Owners, LLC provided $3.3 million for the acquisition of the real property. William H. Walton, III is the founding principal of Rockpoint and also a member of the Company’s Board of Directors, its Audit Committee and its Compensation Committee. Rockpoint Group, LLC On February 15, 2022, DFH entered into a Memorandum of Right of First Offer with Rockpoint, under which Rockpoint has an exclusive right of first offer on certain land bank financing projects that meet certain criteria and are undertaken by the Company during Fund II’s investment period. On the same date, Rockpoint provided funding relating to its $100.0 million commitment to Fund II. Jet Home Loans Jet LLC performs mortgage origination activities for the Company, including underwriting and originating home mortgages for Company customers and non-Company customers. The Company owns 49.9% of Jet LLC, but is not the primary beneficiary. Jet LLC is accounted for under the equity method and is a related party of the Company. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings per Share [Abstract] | |
Earnings per Share | 12. Earnings per Share The following weighted-average shares and share equivalents were used to calculate basic and diluted earnings per share for the three months ended March 31, 2022 and 2021 (in thousands): For the Three Months Ended 2022 2021 Numerator Net and comprehensive income attributable to Dream Finders Homes, Inc. $ 43,716 $ 16,121 Less: Preferred dividends (1) 3,572 856 Add: Loss prior to reorganization attributable to DFH LLC members (2) - (1,244 ) Net and comprehensive income attributable to common stockholders $ 40,144 $ 16,509 Denominator Weighted-average number of common shares outstanding - basic 92,758,939 92,521,482 Add: Common stock equivalent shares 9,737,937 75,478 Weighted-average number of shares outstanding - diluted 102,496,876 92,596,960 (1) For the diluted earnings per share calculation, $3.4 million in preferred dividends associated with convertible preferred stock that are assumed to be converted has been added back to the numerator. (2) The Corporate Reorganization created the current capital structure of DFH, Inc. Therefore, the basic and diluted earnings per share for the three months ended March 31, 2021 only includes earnings subsequent to January 21, 2021, the date of the Corporate Reorganization. Basic earnings per share is calculated by dividing net income attributable to DFH, Inc. for the period subsequent to the Corporate Reorganization, by the weighted-average number of shares of Class A common stock and Class B common stock outstanding for the period. The total outstanding shares of common stock are made up of Class A common stock and Class B common stock, which participate equally in their ratable ownership share of the Company. Diluted earnings per share has been calculated in a manner consistent with that of basic earnings per share while giving effect to shares of potentially dilutive restricted stock grants outstanding during the period and the convertible preferred stock. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events T he Company has evaluated subsequent events through the date the financial statements were issued, and no additional matters were identified requiring recognition or disclosure in the financial statements. |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Nature of Business and Significant Accounting Policies [Abstract] | |
Nature of Business | Nature of Business Dream Finders Homes, Inc. (the “Company”, “DFH, Inc.” or “we”) was incorporated in the State of Delaware on September 11, 2020. The Company was formed for the purpose of completing an initial public offering (“IPO”) of its common stock and related transactions in order to carry on the business of Dream Finders Holdings LLC, a Florida limited liability company (“DFH LLC”), as a publicly-traded entity. Pursuant to a corporate reorganization and completion of its IPO on January 25, 2021, the Company became a holding company for DFH LLC and its subsidiaries. In connection with the IPO, and pursuant to the terms of the Agreement and Plan of Merger by and among DFH, Inc., DFH LLC and DFH Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of DFH, Inc., DFH Merger Sub LLC merged with and into DFH LLC with DFH LLC as the surviving entity (the “Merger”). As a result of the Merger, all of the outstanding non-voting common units and Series A Preferred Units of DFH LLC converted into 21,255,329 shares of Class A common stock of DFH, Inc., all of the outstanding common units of DFH LLC converted into 60,226,153 shares of Class B common stock of DFH, Inc. and all of the outstanding Series B Preferred Units and Series C Preferred Units of DFH LLC remained outstanding. We refer to this and certain other related events and transactions, as the “Corporate Reorganization”. Following the Corporate Reorganization, the Company owns all of the voting membership interest of DFH LLC The Company successfully completed its IPO of 11,040,000 shares of Class A common stock (which included full exercise of the over-allotment option) at an IPO price of $13.00 per share. Shares of the Company’s Class A common stock began trading on the NASDAQ Global Select Market under the ticker symbol “DFH” on January 21, 2021, and the IPO closed on January 25, 2021. On January 27, 2021, the Company redeemed all of the outstanding Series C Preferred Units for $26.0 million, including $0.5 million of discounted costs, plus accrued unpaid preferred distributions of $0.2 million |
Principles of Presentation and Consolidation | Principles of Presentation and Consolidation The accompanying unaudited, condensed consolidated financial statements include the accounts of DFH Inc, its wholly-owned subsidiaries and its investments that qualify for consolidation treatment (see Note 7). The accompanying statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for a complete set of financial statements. As such, the accompanying statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The accompanying statements include all adjustments that are of a normal recurring nature and necessary for the fair presentation of our results for the interim periods presented, which are not necessarily indicative of results to be expected for the full year. All intercompany accounts and transactions have been eliminated in consolidation. There are no other components of comprehensive income not already reflected in net and comprehensive income on our Condensed Consolidated Statements of Comprehensive Income. As a result of the reorganization transactions in connection with the IPO, for accounting purposes, our historical results included herein present the combined assets, liabilities and results of operations of DFH, Inc. and DFH LLC and its direct and indirect subsidiaries for the period January 1 to January 21, 2021. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the remeasurement of contingent consideration, valuation and impairment of goodwill, impairment of inventories and business combination estimates. Actual results could differ materially from those estimates. |
Contingent Consideration | Contingent Consideration In connection with applicable acquisitions, the Company records the fair value of contingent consideration as a liability on the acquisition date, based on estimated pre-tax net income of the acquiree for future periods prescribed by the underlying agreement. The initial measurement of contingent consideration is based on projected cash flows such as revenues, gross margin, overhead expenses and pre-tax income and is discounted to present value using the discounted cash flow method. The remaining estimated earn-out payments are subsequently remeasured to fair value at each reporting date based on the estimated future earnings of the acquired entities and the re-assessment of risk-adjusted discount rates that reflect current market conditions. Maximum potential exposure for contingent consideration is not estimable based on the contractual terms of the contingent consideration agreements, which allow for a percentage payout based on a potentially unlimited range of pre-tax net income. As of March 31, 2022, and December 31, 2021, the Company remeasured contingent consideration related to the acquisition of Village Park Homes, LLC and adjusted the liability to $7.9 million and $7.6 million respectively. The Company recorded contingent consideration adjustments resulting in $0.3 million of expense and $0.4 million of income for the three months ended March 31, 2022, and 2021, respectively. As of March 31, 2022, and December 31, 2021, the Company remeasured contingent consideration related to the acquisition of H&H Constructors of Fayetteville, LLC (“H&H”) and adjusted the liability to $21.6 million and $19.7 million, respectively. The Company recorded contingent consideration adjustments resulting in $1.9 million and $0.8 million of expense for the three months ended March 31, 2022, and 2021, respectively. The contingent consideration re-measurement adjustments are included in contingent consideration revaluation on the Condensed Consolidated Statements of Comprehensive Income. The payment of the H&H and MHI earn-outs are also subject to certain minimum earnings thresholds which must be met by H&H and MHI, respectively, before an earn-out payment occurs. In April 2022 and 2021, the Company made contingent consideration payments of $10.6 million and $1.2 million, respectively. There were no other payments of contingent consideration for the three months ended March 31, 2022 and 2021, respectively. See Note 10, Fair Value Disclosures, for additional discussion on fair value measurement inputs related to contingent consideration. |
Change in Accounting Principle - Cash and cash equivalents | Change in Accounting Principle – Cash and cash equivalents On December 31, 2021, the Company elected to change its accounting policy for the presentation of cash proceeds that are in transit from or held within title company escrow accounts for the benefit of the Company, typically for less than five days. Under the new principle, these proceeds are included in cash and cash equivalents, whereas previously, they were considered accounts receivable and included in other assets. The Company believes this reclassification to be preferable because it is a more accurate reflection of its liquidity at period end and the predominant method used in the industry. This change in accounting principle has been applied retrospectively. This reclassification had no impact on the Condensed Consolidated Statements of Comprehensive Income or Condensed Consolidated Statements of Equity. The impact of the retrospective presentation change on the Condensed Consolidated Statement of Cash Flows for the three month period ended March 31, 2021, is shown below (in thousands): As previously As adjusted Effect of change Net cash used in operating activities $ (47,482 ) $ (22,423 ) $ 25,059 |
Reclassifications | Reclassifications |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, which provides practical expedients and exceptions for applying GAAP when modifying contracts and hedging relationships that use LIBOR as a reference rate. In addition, these amendments are not applicable to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. We do not anticipate a material increase in interest rates from our creditors as a result of the shift away from LIBOR as a reference rate, and we are currently evaluating the impact of the shift and this guidance on our financial statements and disclosures. |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Nature of Business and Significant Accounting Policies [Abstract] | |
Change in Accounting Principle - Cash and Cash Equivalents | The impact of the retrospective presentation change on the Condensed Consolidated Statement of Cash Flows for the three month period ended March 31, 2021, is shown below (in thousands): As previously As adjusted Effect of change Net cash used in operating activities $ (47,482 ) $ (22,423 ) $ 25,059 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Century Homes Florida, Limited Liability Company [Member] | |
Business Acquisition [Line Items] | |
Final Purchase Price Allocation | The final purchase price allocation as of January 31, 2022 was as follows (in thousands): Cash acquired $ 3,993 Other assets 754 Goodwill 1,795 Inventories 34,324 Property and equipment, net 549 Liabilities (5,831 ) Total purchase price $ 35,584 |
MHI Acquisition [Member] | |
Business Acquisition [Line Items] | |
Final Purchase Price Allocation | The total purchase price was as follows (in thousands): Cash consideration $ 488,178 Contingent consideration based on future earnings 94,573 Total consideration $ 582,751 The purchase price allocation as of March 31, 2022, was as follows (in thousands): Cash acquired $ 297 Inventories 473,037 Lot deposits 40,452 Other assets 14,722 Property and equipment, net 3,163 Equity method investments 6,192 Intangible assets, net of amortization 8,840 Goodwill 141,071 Operating lease right-of-use assets 1,508 Accounts payable (41,466 ) Accrued expenses (25,801 ) Customer deposits (37,756 ) Operating lease liabilities (1,508 ) Total purchase price $ 582,751 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventories [Abstract] | |
Capitalized Inventory | Interest is capitalized and included within each inventory category above. Capitalized interest activity is summarized in the table below for the three months ended March 31, 2022 and 2021 (in thousands): For the Three Months Ended March 31, 2022 2021 Capitalized interest at the beginning of the period $ 33,266 $ 21,091 Interest incurred 24,986 6,669 Interest expensed (13 ) (642 ) Interest charged to homebuilding cost of sales (8,847 ) (8,276 ) Capitalized interest at the end of the period $ 49,392 $ 18,842 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Variable Interest Entities [Abstract] | |
Carrying Amounts of Assets and Liabilities Related to Consolidated VIEs | The table below displays the carrying amounts of the assets and liabilities related to the consolidated VIEs (in thousands): As of As of March 31, December 31, Consolidated 2022 2021 Assets $ 24,909 $ 30,830 Liabilities $ 7,616 $ 10,203 |
Investment in Unconsolidated VIEs | The table below shows the Company’s investment in the unconsolidated VIEs (in thousands): As of As of March 31, December 31, Unconsolidated 2022 2021 Jet Home Loans $ 6,003 $ 6,133 Other unconsolidated VIEs 8,477 9,834 Total investment in unconsolidated VIEs $ 14,480 $ 15,967 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Segments | The following tables summarize revenues and net and comprehensive income by segment for the three months ended March 31, 2022 and 2021 as well as total assets and goodwill by segment as of March 31, 2022 and December 31, 2021 (in thousands): For the Three Months Ended March 31, Revenues: 2022 2021 Jacksonville $ 134,831 $ 96,581 Colorado 38,153 15,210 Orlando 46,843 64,436 DC Metro 11,880 13,948 The Carolinas 83,583 98,503 Texas 275,424 - Jet Home Loans 6,958 7,019 Other (1) 73,352 54,882 Total segment revenues 671,024 350,579 Reconciling items from equity method investments (6,958 ) (7,019 ) Consolidated revenues $ 664,066 $ 343,560 For the Three Months Ended March 31, Net and comprehensive income: 2022 2021 Jacksonville $ 17,459 $ 8,209 Colorado 4,521 455 Orlando 2,914 5,328 DC Metro 672 390 The Carolinas 2,180 4,150 Texas 17,424 - Jet Home Loans 2,289 2,832 Other (1) 504 (1,965 ) Total segment net and comprehensive income 47,963 19,399 Reconciling items from equity method investments (1,629 ) (1,803 ) Consolidated net and comprehensive income $ 46,334 $ 17,596 Assets: Goodwill: As of As of As of As of 2022 2021 2022 2021 Jacksonville $ 242,624 $ 207,502 $ - $ - Colorado 139,557 116,121 - - Orlando 161,920 131,882 1,795 1,795 DC Metro 79,928 62,051 - - The Carolinas 269,050 247,250 16,853 16,853 Texas 761,620 743,306 141,071 141,071 Jet Home Loans 73,992 77,074 - - Other (1) 331,567 379,859 12,209 12,209 Total segments 2,060,258 1,965,045 171,927 171,927 Reconciling items from equity method investments (67,792 ) (70,798 ) - - Consolidated $ 1,992,466 $ 1,894,248 $ 171,927 $ 171,927 (1) Other includes the Company’s title operations, homebuilding operations in non-reportable segments, operations of the corporate component, and corporate assets such as cash and cash equivalents, cash held in trust, prepaid insurance, operating and financing leases, lot deposits, as well as property and equipment. |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement of Contingent Consideration | The following table presents a summary of the change in fair value measurement of contingent consideration, which is based on Level 3 inputs and is the only asset or liability measured at fair value on a recurring basis (in thousands): Beginning balance, December 31, 2021 $ 124,056 Contingent consideration adjustments related to prior year acquisitions 4,192 Ending balance, March 31, 2022 $ 128,248 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings per Share [Abstract] | |
Weighted-Average Shares and Share Equivalents Used to Calculate Basic and Diluted Earnings per Share | The following weighted-average shares and share equivalents were used to calculate basic and diluted earnings per share for the three months ended March 31, 2022 and 2021 (in thousands): For the Three Months Ended 2022 2021 Numerator Net and comprehensive income attributable to Dream Finders Homes, Inc. $ 43,716 $ 16,121 Less: Preferred dividends (1) 3,572 856 Add: Loss prior to reorganization attributable to DFH LLC members (2) - (1,244 ) Net and comprehensive income attributable to common stockholders $ 40,144 $ 16,509 Denominator Weighted-average number of common shares outstanding - basic 92,758,939 92,521,482 Add: Common stock equivalent shares 9,737,937 75,478 Weighted-average number of shares outstanding - diluted 102,496,876 92,596,960 (1) For the diluted earnings per share calculation, $3.4 million in preferred dividends associated with convertible preferred stock that are assumed to be converted has been added back to the numerator. (2) The Corporate Reorganization created the current capital structure of DFH, Inc. Therefore, the basic and diluted earnings per share for the three months ended March 31, 2021 only includes earnings subsequent to January 21, 2021, the date of the Corporate Reorganization. |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies, Nature of Business (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 27, 2021 | Jan. 25, 2021 | Mar. 31, 2021 |
Class A Common Stock [Member] | |||
Nature of Business [Abstract] | |||
Stock issued in offering (in shares) | 11,040,000 | ||
Class B Common Stock [Member] | |||
Nature of Business [Abstract] | |||
Units converted to common stock (in shares) | 60,226,153 | ||
Stock issued in offering (in shares) | 0 | ||
Redeemable Convertible Series C Preferred Units [Member] | |||
Nature of Business [Abstract] | |||
Preferred stock redemption value | $ 26 | ||
Preferred stock discount cost | 0.5 | ||
Cumulative preferred distributions, unpaid amount | $ 0.2 | ||
IPO [Member] | Class A Common Stock [Member] | |||
Nature of Business [Abstract] | |||
Units converted to common stock (in shares) | 21,255,329 | ||
Stock issued in offering (in shares) | 11,040,000 | ||
Share price (in dollars per share) | $ 13 | ||
IPO [Member] | Class B Common Stock [Member] | |||
Nature of Business [Abstract] | |||
Units converted to common stock (in shares) | 60,226,153 |
Nature of Business and Signif_5
Nature of Business and Significant Accounting Policies, Contingent Consideration (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Apr. 30, 2022 | Apr. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Oct. 01, 2021 | |
Contingent Consideration [Abstract] | ||||||
Contingent consideration | $ 128,248 | $ 124,056 | ||||
Payments of contingent consideration | 0 | $ 0 | ||||
VPH [Member] | ||||||
Contingent Consideration [Abstract] | ||||||
Contingent consideration | 7,900 | 7,600 | ||||
H&H [Member] | ||||||
Contingent Consideration [Abstract] | ||||||
Contingent consideration | 21,600 | 19,700 | ||||
Payments of contingent consideration | $ 1,200 | |||||
MHI Acquisition [Member] | ||||||
Contingent Consideration [Abstract] | ||||||
Contingent consideration | 98,800 | $ 96,700 | $ 94,600 | |||
MHI Acquisition [Member] | Subsequent Event [Member] | ||||||
Contingent Consideration [Abstract] | ||||||
Payments of contingent consideration | $ 10,600 | |||||
Other Expenses [Member] | VPH [Member] | ||||||
Contingent Consideration [Abstract] | ||||||
Contingent consideration adjustments, expense (income) | 300 | |||||
Other Expenses [Member] | H&H [Member] | ||||||
Contingent Consideration [Abstract] | ||||||
Contingent consideration adjustments, expense (income) | 1,900 | 800 | ||||
Other Expenses [Member] | MHI Acquisition [Member] | ||||||
Contingent Consideration [Abstract] | ||||||
Contingent consideration adjustments, expense (income) | $ 2,000 | |||||
Other Income [Member] | VPH [Member] | ||||||
Contingent Consideration [Abstract] | ||||||
Contingent consideration adjustments, expense (income) | $ (400) |
Nature of Business and Signif_6
Nature of Business and Significant Accounting Policies, Change in Accounting Principle - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Change in Accounting Principle [Abstract] | ||
Net cash provided by operating activities | $ (122,498) | $ (22,423) |
As Previously Reported [Member] | ||
Change in Accounting Principle [Abstract] | ||
Net cash provided by operating activities | (47,482) | |
Effect of Change [Member] | ||
Change in Accounting Principle [Abstract] | ||
Net cash provided by operating activities | $ 25,059 |
Business Acquisitions, Century
Business Acquisitions, Century Homes (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2021 |
Purchase Price Allocation [Abstract] | ||||
Goodwill | $ 171,927 | $ 171,927 | ||
Century Homes Florida, Limited Liability Company [Member] | ||||
Business Acquisition [Abstract] | ||||
Identifiable intangible assets | $ 0 | |||
Purchase Price Allocation [Abstract] | ||||
Cash acquired | $ 3,993 | |||
Other assets | 754 | |||
Goodwill | 1,795 | |||
Inventories | 34,324 | |||
Property and equipment, net | 549 | |||
Liabilities | (5,831) | |||
Total purchase price | $ 35,584 |
Business Acquisitions, MHI (Det
Business Acquisitions, MHI (Details) $ in Thousands | Dec. 03, 2021USD ($)Period | Oct. 01, 2021USD ($) | Jan. 31, 2022USD ($) | Mar. 31, 2022USD ($) | Mar. 24, 2022USD ($)HomeLease | Dec. 31, 2021USD ($) |
Purchase Price Allocation [Abstract] | ||||||
Goodwill | $ 171,927 | $ 171,927 | ||||
Revolving Credit Facility [Member] | ||||||
Business Acquisition [Abstract] | ||||||
Lines of credit | $ 300,000 | |||||
MHI Acquisition [Member] | ||||||
Business Acquisition [Abstract] | ||||||
Cash consideration | 488,178 | |||||
Contingent consideration based on future earnings | 94,573 | |||||
Cash paid for business acquisition | 471,000 | |||||
Purchase price | $ 463,000 | |||||
Percentage of deposit on separate land bank facility | 10.00% | |||||
Net of purchase price reduction related to customary closing adjustments | $ 25,200 | |||||
Minimum pre-tax income thresholds and overhead expenses | $ 94,600 | |||||
Business acquisition, cash on hand | $ 20,000 | |||||
Purchase Price Allocation [Abstract] | ||||||
Cash acquired | 297 | |||||
Inventories | 473,037 | |||||
Lot deposits | 40,452 | |||||
Other assets | 14,722 | |||||
Property and equipment, net | 3,163 | |||||
Equity method investments | 6,192 | |||||
Intangible assets, net of amortization | 8,840 | |||||
Goodwill | 141,071 | |||||
Operating lease right-of-use assets | 1,508 | |||||
Accounts payable | (41,466) | |||||
Accrued expenses | (25,801) | |||||
Customer deposits | (37,756) | |||||
Operating lease liabilities | (1,508) | |||||
Total purchase price | $ 582,751 | |||||
MHI Acquisition [Member] | Model Home [Member] | ||||||
Business Acquisition [Abstract] | ||||||
Cash paid for business acquisition | $ 34,900 | |||||
Number of completed homes sold | Home | 93 | |||||
Sale leaseback amount | $ 55,400 | |||||
Number of individual lease agreements | Lease | 93 | |||||
MHI Acquisition [Member] | Revolving Credit Facility [Member] | ||||||
Business Acquisition [Abstract] | ||||||
Lines of credit | $ 300,000 | |||||
MHI Acquisition [Member] | Maximum [Member] | ||||||
Business Acquisition [Abstract] | ||||||
Additional consideration on pre-tax net income, percentage | 25.00% | |||||
Periods of pre-tax net income | Period | 5 | |||||
Period for closing pre-tax income thresholds and certain overhead expenses | 48 months |
Construction Lines of Credit (D
Construction Lines of Credit (Details) - USD ($) $ in Thousands | Jan. 25, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Oct. 01, 2021 | Sep. 30, 2021 |
Construction Line of Credit [Abstract] | ||||||
Maturity date | Jan. 25, 2024 | |||||
Line of credit aggregate outstanding balance | $ 770,000 | $ 760,000 | ||||
Effective interest rate | 3.50% | 3.80% | ||||
Debt issuance costs capitalized | $ 5,700 | $ 7,500 | ||||
Debt issuance costs amortized | 724 | $ 911 | ||||
Line of Credit and Notes Payable [Member] | ||||||
Construction Line of Credit [Abstract] | ||||||
Debt issuance costs, net of amortization | 5,000 | $ 5,500 | ||||
Revolving Credit Facility [Member] | ||||||
Construction Line of Credit [Abstract] | ||||||
Lines of credit | $ 300,000 | |||||
Bank of America, N.A. and Other Lenders [Member] | ||||||
Construction Line of Credit [Abstract] | ||||||
Line of credit maximum borrowing base | $ 817,500 | $ 1,100,000 | ||||
Bank of America, N.A. and Other Lenders [Member] | Unsecured Syndicated Credit Facility [Member] | IPO [Member] | ||||||
Construction Line of Credit [Abstract] | ||||||
Line of credit current borrowing base | $ 450,000 | |||||
Repayment of debt | $ 340,000 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Real Estate Inventory, Capitalized Interest Costs [Roll Forward] | ||
Capitalized interest at the beginning of the period | $ 33,266 | $ 21,091 |
Interest incurred | 24,986 | 6,669 |
Interest expensed | (13) | (642) |
Interest charged to homebuilding cost of sales | (8,847) | (8,276) |
Capitalized interest at the end of the period | $ 49,392 | $ 18,842 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Mar. 02, 2022USD ($) | Nov. 18, 2019USD ($) | Mar. 31, 2022USD ($)Home |
Commitments and Contingencies [Abstract] | |||
Number of homes impacted by harmful and odorous flak jacket coating | Home | 38 | ||
Litigation Settlement [Abstract] | |||
Gain recognized on damages awarded | $ 0 | ||
Settlement amount during arbitration proceedings | $ 12,000,000 | ||
Settlement amount agreed to pay the policy limit | $ 4,000,000 | ||
DFH LLC [Member] | |||
Litigation Settlement [Abstract] | |||
Damages awarded, value | $ 3,000,000 | ||
DFH Mandarin, LLC [Member] | |||
Litigation Settlement [Abstract] | |||
Damages awarded, value | $ 11,700,000 |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Millions | Sep. 29, 2021USD ($)$ / sharesshares | Jan. 25, 2021$ / sharesshares | Mar. 31, 2022Vote$ / sharesshares | Dec. 31, 2021$ / sharesshares |
IPO [Member] | ||||
Stockholders' Equity [Abstract] | ||||
Common stock shares authorized (in shares) | 350,000,000 | |||
Common stock par value (in dollars per share) | $ / shares | $ 0.01 | |||
Class A Common Stock [Member] | ||||
Stockholders' Equity [Abstract] | ||||
Common stock shares authorized (in shares) | 289,000,000 | 289,000,000 | ||
Common stock par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Class A Common Stock [Member] | IPO [Member] | ||||
Stockholders' Equity [Abstract] | ||||
Common stock shares authorized (in shares) | 289,000,000 | |||
Common stock par value (in dollars per share) | $ / shares | $ 0.01 | |||
Units converted to common stock (in shares) | 21,255,329 | |||
Class B Common Stock [Member] | ||||
Stockholders' Equity [Abstract] | ||||
Common stock shares authorized (in shares) | 61,000,000 | 61,000,000 | ||
Common stock par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Units converted to common stock (in shares) | 60,226,153 | |||
Class B Common Stock [Member] | IPO [Member] | ||||
Stockholders' Equity [Abstract] | ||||
Common stock shares authorized (in shares) | 61,000,000 | |||
Common stock par value (in dollars per share) | $ / shares | $ 0.01 | |||
Units converted to common stock (in shares) | 60,226,153 | |||
Redeemable Series B Preferred Units [Member] | ||||
Stockholders' Equity [Abstract] | ||||
Voting rights per each unit | Vote | 1 | |||
Series A Convertible Preferred Stock [Member] | ||||
Convertible Preferred Stock [Abstract] | ||||
Temporary equity, shares issued (in shares) | 150,000 | |||
Temporary equity, liquidation preference value per unit (in dollars per share) | $ / shares | $ 1,000 | |||
Liquidation preference par value (in dollars per share) | $ / shares | $ 0.01 | |||
Proceeds from issuance of convertible preferred stock, net | $ | $ 150 |
Variable Interest Entities (Det
Variable Interest Entities (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)EntityVote | Mar. 31, 2021Entity | Dec. 31, 2021USD ($) | |
Consolidated [Abstract] | |||
Assets | $ 1,992,466 | $ 1,894,248 | |
Liabilities | 1,396,674 | 1,337,865 | |
Investment in Unconsolidated VIEs [Abstract] | |||
Investment in unconsolidated VIE's | $ 14,480 | 15,967 | |
Lot Option Contracts [Abstract] | |||
Land bankers equity holders power to direct , Percentage of operating activities of land bank entity | 100.00% | ||
Number of voting rights of land bank entities | Vote | 0 | ||
Total risk of loss related to finished lot option and land bank option contracts | $ 331,300 | 274,900 | |
Consolidated VIEs [Member] | |||
Variable Interest Entity or Potential VIE, Information Unavailability, Disclosures [Abstract] | |||
Number of variable interest entities | Entity | 0 | 0 | |
Consolidated [Abstract] | |||
Assets | $ 24,909 | 30,830 | |
Liabilities | 7,616 | 10,203 | |
Jet Home Loans [Member] | |||
Investment in Unconsolidated VIEs [Abstract] | |||
Investment in unconsolidated VIE's | 6,003 | 6,133 | |
Other Unconsolidated VIEs [Member] | |||
Investment in Unconsolidated VIEs [Abstract] | |||
Investment in unconsolidated VIE's | $ 8,477 | $ 9,834 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Taxes [Abstract] | ||
Effective tax rate benefit/expense | 27.90% | 23.00% |
U.S. federal statutory income tax rate | 5.50% | 3.50% |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | |||
Jan. 20, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2022USD ($)Segment | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | ||
Segment Reporting [Abstract] | ||||||
Number of reportable segments | Segment | 8 | |||||
Revenues [Abstract] | ||||||
Consolidated revenues | $ 664,066 | $ 343,560 | ||||
Net Income [Abstract] | ||||||
Net income | $ (1,034) | $ 18,630 | 46,334 | 17,596 | ||
Comprehensive Income [Abstract] | ||||||
Comprehensive income | 46,334 | 17,596 | ||||
Assets [Abstract] | ||||||
Assets | 1,992,466 | $ 1,894,248 | ||||
Goodwill [Abstract] | ||||||
Goodwill | 171,927 | 171,927 | ||||
Operating Segments [Member] | ||||||
Revenues [Abstract] | ||||||
Consolidated revenues | 671,024 | 350,579 | ||||
Net Income [Abstract] | ||||||
Net income | 47,963 | 19,399 | ||||
Comprehensive Income [Abstract] | ||||||
Comprehensive income | 47,963 | 19,399 | ||||
Assets [Abstract] | ||||||
Assets | 2,060,258 | 1,965,045 | ||||
Goodwill [Abstract] | ||||||
Goodwill | 171,927 | 171,927 | ||||
Operating Segments [Member] | Jacksonville [Member] | ||||||
Revenues [Abstract] | ||||||
Consolidated revenues | 134,831 | 96,581 | ||||
Net Income [Abstract] | ||||||
Net income | 17,459 | 8,209 | ||||
Comprehensive Income [Abstract] | ||||||
Comprehensive income | 17,459 | 8,209 | ||||
Assets [Abstract] | ||||||
Assets | 242,624 | 207,502 | ||||
Goodwill [Abstract] | ||||||
Goodwill | 0 | 0 | ||||
Operating Segments [Member] | Colorado [Member] | ||||||
Revenues [Abstract] | ||||||
Consolidated revenues | 38,153 | 15,210 | ||||
Net Income [Abstract] | ||||||
Net income | 4,521 | 455 | ||||
Comprehensive Income [Abstract] | ||||||
Comprehensive income | 4,521 | 455 | ||||
Assets [Abstract] | ||||||
Assets | 139,557 | 116,121 | ||||
Goodwill [Abstract] | ||||||
Goodwill | 0 | 0 | ||||
Operating Segments [Member] | Orlando [Member] | ||||||
Revenues [Abstract] | ||||||
Consolidated revenues | 46,843 | 64,436 | ||||
Net Income [Abstract] | ||||||
Net income | 2,914 | 5,328 | ||||
Comprehensive Income [Abstract] | ||||||
Comprehensive income | 2,914 | 5,328 | ||||
Assets [Abstract] | ||||||
Assets | 161,920 | 131,882 | ||||
Goodwill [Abstract] | ||||||
Goodwill | 1,795 | 1,795 | ||||
Operating Segments [Member] | DC Metro [Member] | ||||||
Revenues [Abstract] | ||||||
Consolidated revenues | 11,880 | 13,948 | ||||
Net Income [Abstract] | ||||||
Net income | 672 | 390 | ||||
Comprehensive Income [Abstract] | ||||||
Comprehensive income | 672 | 390 | ||||
Assets [Abstract] | ||||||
Assets | 79,928 | 62,051 | ||||
Goodwill [Abstract] | ||||||
Goodwill | 0 | 0 | ||||
Operating Segments [Member] | The Carolinas [Member] | ||||||
Revenues [Abstract] | ||||||
Consolidated revenues | 83,583 | 98,503 | ||||
Net Income [Abstract] | ||||||
Net income | 2,180 | 4,150 | ||||
Comprehensive Income [Abstract] | ||||||
Comprehensive income | 2,180 | 4,150 | ||||
Assets [Abstract] | ||||||
Assets | 269,050 | 247,250 | ||||
Goodwill [Abstract] | ||||||
Goodwill | 16,853 | 16,853 | ||||
Operating Segments [Member] | Texas [Member] | ||||||
Revenues [Abstract] | ||||||
Consolidated revenues | 275,424 | 0 | ||||
Net Income [Abstract] | ||||||
Net income | 17,424 | 0 | ||||
Comprehensive Income [Abstract] | ||||||
Comprehensive income | 17,424 | 0 | ||||
Assets [Abstract] | ||||||
Assets | 761,620 | 743,306 | ||||
Goodwill [Abstract] | ||||||
Goodwill | 141,071 | 141,071 | ||||
Operating Segments [Member] | Jet Home Loans [Member] | ||||||
Revenues [Abstract] | ||||||
Consolidated revenues | 6,958 | 7,019 | ||||
Net Income [Abstract] | ||||||
Net income | 2,289 | 2,832 | ||||
Comprehensive Income [Abstract] | ||||||
Comprehensive income | 2,289 | 2,832 | ||||
Assets [Abstract] | ||||||
Assets | 73,992 | 77,074 | ||||
Goodwill [Abstract] | ||||||
Goodwill | 0 | 0 | ||||
Operating Segments [Member] | Other [Member] | ||||||
Revenues [Abstract] | ||||||
Consolidated revenues | [1] | 73,352 | 54,882 | |||
Net Income [Abstract] | ||||||
Net income | [1] | 504 | (1,965) | |||
Comprehensive Income [Abstract] | ||||||
Comprehensive income | [1] | 504 | (1,965) | |||
Assets [Abstract] | ||||||
Assets | [1] | 331,567 | 379,859 | |||
Goodwill [Abstract] | ||||||
Goodwill | [1] | 12,209 | 12,209 | |||
Reconciling Items from Equity Method Investments [Member] | ||||||
Revenues [Abstract] | ||||||
Consolidated revenues | (6,958) | (7,019) | ||||
Net Income [Abstract] | ||||||
Net income | (1,629) | (1,803) | ||||
Comprehensive Income [Abstract] | ||||||
Comprehensive income | (1,629) | $ (1,803) | ||||
Assets [Abstract] | ||||||
Assets | (67,792) | (70,798) | ||||
Goodwill [Abstract] | ||||||
Goodwill | $ 0 | $ 0 | ||||
[1] | Other includes the Company’s title operations, homebuilding operations in non-reportable segments, operations of the corporate component, and corporate assets such as cash and cash equivalents, cash held in trust, prepaid insurance, operating and financing leases, lot deposits, as well as property and equipment. |
Fair Value Disclosures (Details
Fair Value Disclosures (Details) - Level 3 [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Beginning balance | $ 124,056 |
Contingent consideration adjustments related to prior year acquisitions | 4,192 |
Ending balance | $ 128,248 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Millions | Feb. 15, 2022USD ($) | Aug. 10, 2021USD ($) | Mar. 31, 2022USD ($)ProjectJointVentureshares | Dec. 31, 2021USD ($) | Dec. 31, 2019USD ($) |
DFH Investors LLC [Member] | |||||
Consolidated Joint Ventures [Abstract] | |||||
Percentage of ownership interest | 65.30% | ||||
DFH Investors LLC [Member] | Series A Preferred Units [Member] | |||||
Consolidated Joint Ventures [Abstract] | |||||
Number of preferred shares owned (in shares) | shares | 15,400 | ||||
Percentage of ownership interest | 11.65% | ||||
Dream Finders Homes LLC and DFH Investors LLC [Member] | |||||
Consolidated Joint Ventures [Abstract] | |||||
Total committed capital | $ 1.4 | ||||
Percentage of total committed capital invested | 3.80% | ||||
Fund I [Member] | |||||
Consolidated Joint Ventures [Abstract] | |||||
Number of joint ventures entered | JointVenture | 6 | ||||
Number of land bank projects | Project | 10 | ||||
Total committed capital | $ 36.7 | ||||
Fund I [Member] | Directors Executive Officers and Management [Member] | |||||
Consolidated Joint Ventures [Abstract] | |||||
Total committed capital | $ 8.7 | ||||
Percentage of total committed capital invested | 23.80% | ||||
Fund II [Member] | |||||
Consolidated Joint Ventures [Abstract] | |||||
Percentage of ownership interest | 72.00% | ||||
Total committed capital | $ 3 | ||||
Percentage of total committed capital invested | 0.90% | ||||
Fund II [Member] | Directors Executive Officers and Management [Member] | |||||
Consolidated Joint Ventures [Abstract] | |||||
Total committed capital | $ 133.9 | $ 33.9 | |||
Percentage of total committed capital invested | 41.60% | 10.50% | |||
DF Management GP II, LLC [Member] | |||||
Consolidated Joint Ventures [Abstract] | |||||
Percentage of ownership interest | 25.81% | ||||
Total committed capital | $ 322.1 | ||||
DF Management GP II, LLC [Member] | Minimum [Member] | |||||
Consolidated Joint Ventures [Abstract] | |||||
Total committed capital | $ 20 | ||||
DF Capital [Member] | |||||
Consolidated Joint Ventures [Abstract] | |||||
Percentage of ownership interest | 49.00% | ||||
Amount invested in funds | $ 0.2 | ||||
Outstanding lot deposit balance | $ 3.6 | ||||
LB Parker Owners, LLC [Member] | |||||
Consolidated Joint Ventures [Abstract] | |||||
Land banking transaction, acquisition of real property | $ 3.3 | ||||
Jet Home Loans [Member] | |||||
Consolidated Joint Ventures [Abstract] | |||||
Percentage of ownership interest | 49.90% | ||||
Rockpoint Group LLC [Member] | |||||
Consolidated Joint Ventures [Abstract] | |||||
Total committed capital | $ 100 | ||||
Rockpoint Group LLC [Member] | Directors Executive Officers and Management [Member] | |||||
Consolidated Joint Ventures [Abstract] | |||||
Total committed capital | $ 100 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Numerator [Abstract] | |||
Net and comprehensive income attributable to Dream Finders Homes, Inc. | $ 43,716 | $ 16,121 | |
Less: Preferred dividends | [1] | 3,572 | 856 |
Add: Loss prior to reorganization attributable to DFH LLC members | [2] | 0 | (1,244) |
Net and comprehensive income attributable to common stockholders | $ 40,144 | $ 16,509 | |
Denominator [Abstract] | |||
Weighted-average number of common shares outstanding - basic (in shares) | 92,758,939 | 92,521,482 | |
Add: Common stock equivalent shares (in shares) | 9,737,937 | 75,478 | |
Weighted-average number of shares outstanding - diluted (in shares) | 102,496,876 | 92,596,960 | |
Preferred dividends convertible | $ 3,400 | ||
[1] | For the diluted earnings per share calculation, $3.4 million in preferred dividends associated with convertible preferred stock that are assumed to be converted has been added back to the numerator. | ||
[2] | The Corporate Reorganization created the current capital structure of DFH, Inc. Therefore, the basic and diluted earnings per share for the three months ended March 31, 2021 only includes earnings subsequent to January 21, 2021, the date of the Corporate Reorganization. |