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Item 7. Management’s Discussion and Analysis

2023-03-02 compared with 2022-03-16 · 328 added, 677 removed, 171 unchanged (85% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying financial statements and

related notes thereto.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying financial statements and related notes thereto.

Unless the context otherwise requires, the terms “Dream Finders,” “DFH,” “the Company,” “we,” “us” and “our” refer to Dream Finders Homes, Inc.

and its subsidiaries.

Key financial results as of and for the year ended December 31, 2021, as compared to the year ended December 31, 2020, were as follows:

Revenues increased 69.7% to $1,923.9 million from $1,133.8 million.

Net new orders increased 62.5% to 6,804 net new orders from 4,186 net new orders.

Homes closed increased 54.5% to 4,874 homes from 3,154 homes.

Backlog of sold homes increased 163.2% to 6,381 homes from 2,424 homes.

Business Overview

We design, build and sell homes in high-growth markets, including Charlotte, Raleigh, Jacksonville, Orlando, Denver, the Washington D.C.

metropolitan area, Austin, Dallas and Houston.

We sell homes under the Dream Finders Homes, DF Luxury, Craft Homes and Coventry Homes brands.

We employ an asset-light land acquisition strategy with a focus on the design, construction and sale of single-family entry-level, first-time move-up and second-time move-up homes.

To fully serve our homebuyer customers and capture ancillary business opportunities, we also offer title insurance through DF Title and mortgage banking solutions primarily through our mortgage banking joint venture, Jet LLC.

During the third and fourth quarters of 2022, housing demand was negatively impacted as rising mortgage rates created strains on affordability.

In response to the negative effect on housing demand, we have introduced sales incentives primarily focused on mortgage buy down programs and continue to monitor net sales and traffic at the community level and are strategically renegotiating lot option contracts to match the adjusted sales pace.

Our asset-light business model and conservative balance sheet management have allowed us to effectively navigate market volatility.

For the year ended December 31, 2022, we received 6,045 net new orders (new orders for homes less cancellations), a decrease of 763 or 11%, as compared to the 6,808 net new orders received for the year ended December 31, 2021.

For the year ended December 31, 2022, we closed 6,878 homes, an increase of 2,004, or 41%, as compared to the 4,874 homes closed for the year ended December 31, 2021.

As of December 31, 2022, our backlog of sold homes was 5,548.

In addition, as of December 31, 2022, we owned or controlled an aggregate of 43,558 lots.

Key financial results for the year ended December 31, 2022, as compared to the year ended December 31, 2021, were as follows:

• Revenues increased 74% to $3.3 billion from $1.9 billion.

• Net new orders decreased 11% to 6,045 from 6,808.

• Homes closed increased 41% to 6,878 from 4,874.

• Average sales price of homes closed increased 22% to $474,292 from $389,094.

Gross margin as a percentage of home sales revenues increased to 16.0% from 14.6%.

Adjusted gross margin (non-GAAP) as a percentage of home sales revenues decreased to 21.7% from 22.5%.

• Gross margin as a percentage of homebuilding revenues increased to 18.4% from 16.0%.

• Adjusted gross margin (non-GAAP) as a percentage of homebuilding revenues increased to 24.6% from 21.7%.

• Net and comprehensive income increased 104% to $274 million from $135 million.

1 unchanged sentence

increased 117% to $262 million from $121 million.

EBITDA (non-GAAP) as a percentage of revenues decreased to 10.1% from 10.7%.

Adjusted EBITDA (non-GAAP) as a percentage of revenues decreased to 10.5% from 10.7%.

Active communities at the end of 2021 increased to 205 from 126.

Total owned and controlled lots increased 95.7% to 43,840 lots from 22,407 lots.

• EBITDA (non-GAAP) as a percentage of total revenues increased to 12.6% from 10.1%.

• Backlog of sold homes decreased 13% to 5,548 from 6,381.

• Active communities at December 31, 2022 increased to 206 from 205 at December 31, 2021.

• Return on participating equity was 49.1% compared to 44.3%.

Basic earnings per share was $1.27 and diluted earnings per share was $1.27.

For reconciliations of the non-GAAP financial measures of adjusted gross margin, EBITDA and adjusted EBITDA to the most directly comparable GAAP financial measures, please see “—Non-GAAP

Financial Measures.”

Company Overview

We design, build and sell homes in high growth markets, including, but not limited to, Charlotte, Raleigh, Jacksonville, Orlando, Denver, the Washington D.C.

metropolitan area, Austin, Dallas and

We employ an asset-light lot acquisition strategy with a focus on the design, construction and sale of single-family entry-level, first-time move-up and second-time move-up homes.

To fully serve our homebuyer customers and capture

ancillary business opportunities, we also offer title insurance and mortgage banking solutions through our Jet Home Loans segment.

COVID-19 Impact

There remains uncertainty regarding the extent and timing of the disruption to our business that may result from the COVID-19 pandemic and any future related governmental

There is also uncertainty as to the effects of the COVID-19 pandemic and related economic relief efforts on the U.S.

economy, unemployment, consumer confidence, demand for our homes and the mortgage market, including lending standards,

interest rates and secondary mortgage markets.

We are unable to predict the extent to which this will impact our operational and financial performance, including the impact of future developments such as the duration and spread of the COVID-19

virus or variants thereof, corresponding governmental actions and the impact of such developments and actions on our employees, customers and trade partners and the supply chain in general.

Our primary focus remains on doing everything we can to ensure the safety and well-being of our employees, customers and trade partners.

In all markets where we are permitted

to operate, we are operating in accordance with the guidelines issued by the Centers for Disease Control and Prevention, as well as state and local guidelines.

Initial Public Offering

On January 25, 2021, we completed the IPO of 11,040,000 shares of our Class A common stock at a price to the public of $13.00 per share.

The IPO provided us with net proceeds

of $133.5 million.

On January 25, 2021, we used the net proceeds from the IPO, cash on hand and borrowings under our Credit Agreement to repay (i) all borrowings under our then-existing 34 separate secured vertical construction lines of credit

facilities totaling $319.0 million and upon such repayment terminated such facilities and (ii) the BOMN Bridge Loan used to finance the H&H acquisition, totaling $20.0 million, plus contractual interest of $0.6 million.

The historical consolidated financial statements included in this Annual Report on Form 10-K are based on the consolidated financial statements of our predecessor, DFH LLC,

prior to our Corporate Reorganization in connection with the IPO.

As a result, the historical consolidated financial data may not give you an accurate indication of what our actual results would have been if the reorganization transactions in

conjunction with the IPO had been completed at the beginning of the periods presented or of what our future results of operations are likely to be.

• Basic earnings per share was $2.67 and diluted earnings per share was $2.45, compared to $1.27 and $1.27, respectively.

For reconciliations of the non-GAAP financial measures, including adjusted gross margin and EBITDA, to the most directly comparable GAAP financial measures, see “—Non-GAAP Financial Measures.”

Recent Developments

MHI Acquisition

On October 1, 2021, we completed the acquisition of the homebuilding, mortgage banking and title insurance assets of privately held Texas homebuilder McGuyer Homebuilders, Inc.

affiliates (“MHI”) for $471.0 million in cash at closing, subject to post-closing adjustments, and inclusive of lot deposit related to a land bank financing arrangement.

Total cash paid at closing included $463.0 million in purchase price based

on preliminary value of purchased net assets and a 10% 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% of pre-tax net income for up to five periods, the last of which ends 48 months after closing, subject to

certain minimum pre-tax income thresholds and certain overhead expenses, estimated at approximately $94.5 million.

The acquisition significantly increases our geographic operations in the Austin, Texas metro area, and allowed us to expand into the

Texas markets of Houston, Dallas and San Antonio.

To fund the MHI acquisition, we used $20.0 million of cash on hand, $150.0 million of proceeds from the sale of 150,000 shares of newly-created Convertible Preferred Stock and we used $300.0

million from the Credit Agreement to pay-off MHI’s vertical lines of credit.

Business Acquisitions to our consolidated financial statements for information on the final purchase price, including post-closing adjustments and our

preliminary purchase price allocation.

On October 10, 2022, the Company transferred the listing of its Class A common stock from the Nasdaq Global Select Market to the New York Stock Exchange.

The Company's Class A common stock continues to trade under the stock symbol "DFH."

Results of Operations

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

The following table presents summary consolidated results of operations for the periods presented:

Year Ended December 31,

The following table sets forth our results of operations for the periods indicated:

For the Year Ended December 31,

2022 2021 Amount Change

1,923,909,806

1,133,806,607

Cost of sales

1,610,331,738

Homebuilding $ 3,334,559 $ 1,917,301 $ 1,417,258 74 %

Other 7,776 6,609 1,167 18 %

Total revenues 3,342,335 1,923,910 1,418,425 74 %

Homebuilding cost of sales 2,722,139 1,610,332 1,111,807 69 %

Selling, general and administrative expense 271,040 154,405 116,635 76 %

Income from equity in earnings of unconsolidated entities

Gain on sale of assets

Loss on extinguishment of debt

Paycheck Protection Program forgiveness

Other Expense

Income from unconsolidated entities (16,122) (9,428) (6,694) 71 %

Contingent consideration revaluation 11,053 7,533 3,520 47 %

Other (income) expense, net (1,963) (1,653) (310) 19 %

Interest expense 32 672 (640) (95) %

Income before taxes

Income before income taxes

356,156 162,049 194,107 120 %

Income tax expense

(81,859) (27,455) (54,404) 198 %

Net and comprehensive income 274,297 134,594 139,703 104 %

Net and comprehensive income attributable to non-controlling interests

Net and comprehensive income attributable to noncontrolling interests (11,984) (13,461) 1,477 (11) %

Net and comprehensive income attributable to Dream Finders Homes, Inc.

$ 262,313 $ 121,133 $ 141,180 117 %

Earnings per share (1)

Basic $ 2.67 $ 1.27 $ 1.40 110 %

Diluted $ 2.45 $ 1.27 $ 1.18 93 %

Weighted-average number of shares

Consolidated Balance Sheets Data (at period end):

Basic 92,745,781 92,521,482 224,299 — %

Diluted 106,691,248 95,313,593 11,377,655 12 %

Consolidated Balance Sheet Data (at period end):

Cash and cash equivalents $ 364,531 $ 227,227 $ 137,304 60 %

1,894,247,623

1,160,567,382

Long-term debt, net

Finance lease liabilities

Total assets $ 2,371,137 $ 1,894,248 $ 476,889 25 %

Construction lines of credit $ 966,248 $ 763,292 $ 202,956 27 %

Preferred mezzanine equity $ 156,045 $ 155,220 $ 825 1 %

Common mezzanine equity

Common members' equity

Common stock - Class A $ 325 $ 323 $ 2 1 %

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Active communities at end of period (2)

206 205 1 — %

Home closings 6,878 4,874 2,004 41 %

Average sales price of homes closed (3)

$ 474,292 $ 389,094 $ 85,198 22 %

Net new orders 6,045 6,808 (763) (11) %

3 unchanged sentences

Gross margin (in thousands) (4)

$ 612,420 $ 306,969 $ 305,451 100 %

Gross margin % (5)

18.4 % 16.0 % 2.4 % 15 %

Net profit margin % 7.9 % 6.3 % 1.5 % 25 %

Adjusted gross margin (in thousands) (6)

Adjusted gross margin % (5)(6)

EBITDA (in thousands) (6)

EBITDA margin % (6)(7)

Adjusted EBITDA (in thousands) 6

Adjusted EBITDA margin % (6)(7)

The Company calculated earnings per share (“EPS”) based on net income attributable to common stockholders for the period January 21, 2021 through December 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 in 92,521,482 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.

A community becomes active once the model is completed or the community has its fifth sale.

A community becomes inactive when it has fewer than five units remaining to sell.

Average sales price of homes closed is calculated based on home sales revenue, excluding the impact of deposit forfeitures and percentage of completion revenues, over homes closed.

Gross margin is home sales revenue less cost of sales.

Calculated as a percentage of home sales revenue.

Adjusted gross margin, EBITDA and adjusted EBITDA are non-GAAP financial measures.

For definitions of these non-GAAP financial measures and a reconciliation to our most directly

comparable financial measures calculated and presented in accordance with GAAP, see “—Non-GAAP Financial Measures.”

Calculated as a percentage of revenues.

Revenues for the year ended December 31, 2021 were $1,923.9 million, an increase of $790.1 million, or 69.7%, from $1,133.8 million for the year ended December 31, 2020.

The increase in revenues was primarily attributable to an increase in home

closings of 1,720 homes, or 54.5%, during the year ended December 31, 2021 as compared to the year ended December 31, 2020.

The increase in home closings was primarily attributable to the inclusion of a full year of H&H closings and our

acquisition of MHI, which contributed 689 closings in the fourth quarter at an average sales price of $523,243.

The overall average sales price of homes closed was $389,094 compared to $357,633 in 2020, an increase of 8.8% year over year,

primarily due to home price appreciation and the MHI acquisition.

Cost of Sales and

Gross Margin .

Cost of sales for the year ended December 31, 2021 was $1,610.3 million, an increase of $647.4 million, or 67.2%, from $962.9 million for the year ended December 31, 2020.

The increase in the cost of sales is primarily

due to the increase in home closings in 2021 as compared to 2020.

Gross margin for the year ended December 31, 2021 was $307.0 million, an increase of $142.0 million, or 86.0%, from $165.0 million for the year ended December 31, 2020.

margin as a percentage of home sales revenue was 16.0% for the year ended December 31, 2021, an increase of 140 bps, or 9.4%, from 14.6% for the year ended December 31, 2020.

The increase in gross margin percentage was primarily attributable to

home price appreciation outpacing cost inflation as well as lower cost of funds from the legacy operations offset by slightly lower margins on homes closings contributed by MHI in the fourth quarter of 14.5%.

Adjusted Gross Margin .

Adjusted gross margin for the year ended December 31, 2021 was $416.4 million, an increase of $163.7 million, or 64.8%, from $252.7 million for the year ended December 31, 2020.

Adjusted gross margin as a percentage of home sales

revenue for the year ended December 31, 2021 was 21.7%, a decrease of 80 bps, or 3.5%, as compared to 22.5%, for the year ended December 31, 2020.

The increase in adjusted gross margin was due to higher closing volume year over year.

decrease in adjusted gross margin percentage is attributable to MHI, which was acquired in the fourth quarter and has yet to benefit from the Company’s economies of scale.

Adjusted gross margin is a non-GAAP financial measure.

definition of adjusted gross margin and a reconciliation to our most directly comparable financial measure calculated and presented in accordance with GAAP, see “—Non-GAAP Financial Measures.”

Selling, General and

Administrative Expense .

Selling, general and administrative expense for the year ended December 31, 2021 was $154.4 million, an increase of $64.0 million, or 70.9%, from $90.4 million for the year ended December 31, 2020.

increase in selling, general and administrative expense was primarily due to higher closing volume and the inclusion of expenses of H&H for the full year of 2021 compared to the fourth quarter in 2020 and the inclusion of $29.8 million

in expenses of MHI for the fourth quarter of 2021.

Income from Equity in Earnings of

Unconsolidated Entities .

Income from equity in earnings of unconsolidated entities for the year ended December 31, 2021 was $9.4 million, an increase of $1.4 million, or 18.0%, as compared to $8.0 million for the year ended December

The increase was mainly attributable to the results of the joint ventures interest purchased in conjunction with the MHI acquisition, partially offset by lower net income from Jet LLC, our mortgage joint venture with FBC Mortgage,

Other Income – Other .

Other income – Other for the year ended December 31, 2021 was $7.8 million, an increase of $6.5 million, or 492.2%, as compared to $1.3 million for the year ended December 31, 2020.

The increase in other income was primarily due to the re-sale

of former model homes purchased from investors during the year.

Other Expense – Other.

Other expense – Other for the year ended December 31, 2021 was $12.8 million, an increase of $9.6 million, or 300.6%, as compared to $3.2 million for the year ended December 31, 2020.

The increase in other expense is primarily attributable to

the settlement of the Silver Meadows Townhome Owners Association, Inc lawsuit (see Note 18.

Subsequent events).

The increase is also due to expenses related to the aforementioned purchase and re-sale of former model homes.

Other Income – Paycheck

Protection Program Forgiveness.

Other income related to the forgiveness of the Paycheck Protection Program (“PPP”) grant for the year ended December 31, 2021 was $7.2 million, which did not occur in 2020.

Other Expense – Contingent Consideration Revaluation.

Contingent consideration expense for the year ended

December 31, 2021 was $7.5 million, an increase of $6.1 million or 446.4%, as compared to $1.4 million for the year ended December 31, 2020.

The increase in contingent consideration expense is primarily due to fair value adjustments of future

expected earnout payments from the acquisition of H&H and the acquisition of MHI, which contributed one quarter of contingent consideration adjustment, not included in the previous year ended December 31, 2020.

Net and Comprehensive Income .

Net and comprehensive income for the year ended December 31, 2021 was $134.6 million, an increase of $50.1 million, or 59.3%, from $84.5 million for the year ended December 31, 2020.

The increase in net and comprehensive income

was primarily attributable to an increase in gross margin on homes closed of $142.0 million, or 86.0%, during the year ended December 31, 2021 as compared to the year ended December 31, 2020.

Net and Comprehensive Income Attributable to Noncontrolling

Net and comprehensive income attributable to noncontrolling interests for the year ended December 31, 2021 was $13.5 million, an increase of $8.1 million, or 148.4%, as compared to

$5.4 million for the year ended December 31, 2020.

Net and Comprehensive Income Attributable to Dream Finders Homes,

Net and comprehensive income attributable to Dream Finders Homes, Inc.

for the year ended December 31, 2021 was $121.1 million, an increase of $42.0 million, or 53.2%, from $79.1 million

for the year ended December 31, 2020.

The increase was primarily attributable to a significant increase in home closings and gross margin.

The change in net and comprehensive income attributable to Dream Finders Homes, Inc.

is reduced by $27.5

million in income tax expense for the year ended December 31, 2021, which was not applicable to DFH LLC, as it was taxed as a pass-through entity.

Backlog at December 31, 2021 was 6,381 homes valued at approximately $2,913.2 million based on average sales price, an increase of 3,957 homes and $2,048.1 million, respectively, or 163.2% and 236.7%, respectively, as compared to 2,424 homes

valued at approximately $865.1 million at December 31, 2020.

MHI contributed 1,734 homes in backlog at December 31, 2021.

The overall increase in backlog was primarily attributable to an increase in net new orders of 2,618 or 62.5%, including

589 attributable to MHI.

Also, active community count increased by 79 or 62.7%, including 98 attributable to MHI.

Year Ended December 31, 2020 Compared to Year Ended December 31, 2019

The following table presents summary consolidated results of operations for the periods presented:

Year Ended December 31,

Amount Change

$ 820,158 $ 416,382 $ 403,776 97 %

Cost of sales

Selling, general and administrative expense

Income from equity in earnings of unconsolidated entities

Gain on sale of assets

Paycheck Protection Program forgiveness

Other Expense

Contingent consideration revaluation

Interest expense

Income tax expense

Net and comprehensive income

Net and comprehensive income attributable to non-controlling interests

Net and comprehensive income attributable to Dream Finders Homes, Inc.

Earnings per share

Weighted-average number of shares

Consolidated Balance Sheets Data (at period end):

Cash and cash equivalents

Long-term debt, net

Finance lease liabilities

Preferred mezzanine equity

Common mezzanine equity

Common members' equity

Non-controlling interests

Other Financial and Operating Data (unaudited)

Active communities at end of period (1)

Home closings

Average sales price of closed homes (2)

Net new orders

Cancellation rate

Backlog (at period end) - homes

Backlog (at period end, in thousands) - value

Gross margin (in thousands) (3)

Gross margin % (4)

Adjusted gross margin (in thousands) (5)

Adjusted gross margin % (5)

24.6 % 21.7 % 2.9 % 13 %

EBITDA (in thousands) (6)

$ 422,582 $ 194,967 $ 227,615 117 %

EBITDA margin % (7)

12.6 % 10.1 % $ — 25 %

Adjusted EBITDA (in thousands) (6)

$ 429,378 $ 200,200 $ 229,178 114 %

Adjusted EBITDA margin % (7)

A community becomes active once the model is completed or the community has its fifth sale.

12.8 % 10.7 % 2.1 % 20 %

(1) Refer to Note 14, Earnings per Share to the consolidated financial statements for disclosure related to the calculation of earnings per share (“EPS”) as of December 31, 2021.

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.Since the conversion price of the Company’s Convertible Preferred Stock is based on the average trailing 90 days’ closing price of Class A common stock, changes in the price of the Class A common stock may significantly affect, as it did in 2022, the number of additional assumed common shares outstanding under the if-converted method for diluted earnings per share, even when the number of Convertible Preferred Stock shares outstanding is unchanged.

(2) A community becomes active once a model is open to customers or the community has had five net new orders.

A community becomes inactive when it has fewer than five units remaining to sell.

Average sales price of homes closed is calculated based on home sales revenue, excluding the impact of deposit forfeitures and percentage of completion revenues, over homes closed.

Gross margin is home sales revenue less cost of sales.

Calculated as a percentage of home sales revenue.

(3) Average sales price of homes closed is calculated based on homebuilding revenues, excluding the impact of deposit forfeitures, percentage of completion revenues and finished lot sales, over homes closed.

(4) Gross margin is homebuilding revenues less homebuilding cost of sales.

(5) Calculated as a percentage of homebuilding revenues.

(6) Adjusted gross margin, EBITDA and adjusted EBITDA are non-GAAP financial measures.

For definitions of these non-GAAP financial measures and

a reconciliation to our most directly comparable financial measures calculated and presented in accordance with GAAP, see “—Non-GAAP Financial Measures.”

Calculated as a percentage of revenues.

Revenues for the year ended December 31, 2020 were $1,133.8 million, an increase of $389.5 million, or 52.3%, from $744.3 million for the year ended December 31, 2019.

The increase in revenues was primarily attributable to an increase in home

closings of 1,106 homes, or 54.0%, during the year ended December 31, 2020 as compared to the year ended December 31, 2019.

The increase in home closings was attributable to a 48.2% increase in active communities from 85 at December 31, 2019 to

126 at December 31, 2020 and an increase in the average monthly sales per community.

The average monthly sales per community increased 38.5% from an average of 2.6 in 2019 to an average of 3.6 in 2020.

In addition, H&H Homes contributed

312 home closings and $89.5 million in homebuilding revenues in 2020 after the acquisition was consummated.

The average sales price of homes closed remained relatively consistent year over year as our shift to a higher proportionate share of

first-time and move-up homebuyers with lower price points was offset by an increasing proportionate share of home closings from our operating segments with higher price points such as DC Metro and Colorado.

Cost of Sales and Gross Margin .

Cost of sales for the year ended December 31, 2020 was $962.9 million, an increase of $321.6 million, or 50.1%, from $641.3 million for the year ended December 31, 2019.

The increase in the cost of sales is primarily due

to the increase in home closings in 2020 as compared to 2019.

Gross margin for the year ended December 31, 2020 was $165.0 million, an increase of $66.6 million, or 67.7%, from $98.4 million for the year ended December 31, 2019.

Gross margin as

a percentage of home sales revenue was 14.6% for the year ended December 31, 2020, an increase of 130 bps, or 10.0%, from 13.3% for the year ended December 31, 2019.

The increase in gross margin percentage was attributable to higher margins in

certain of our operating segments, driven by increased efficiencies in build times and costs.

For definitions of these non-GAAP financial measures and a reconciliation to our most directly comparable financial measures calculated and presented in accordance with GAAP, see “—Non-GAAP Financial Measures.”

(7) Calculated as a percentage of total revenues.

Revenues for the year ended December 31, 2022 were $3.3 billion, an increase of $1.4 billion, or 74%, from $1.9 billion for the year ended December 31, 2021.

The increase in revenues was primarily attributable to an increase in home closings of 2,004 homes, or 41%, during the year ended December 31, 2022 as compared to the year ended December 31, 2021.

Our October 2021 acquisition of MHI contributed 2,229 closings and $1.3 billion in homebuilding revenues for the year ended December 31, 2022 and 689 closings and $361.1 million in homebuilding revenues for the year ended December 31, 2021 .

The average sales price of homes closed was $474,292 for 2022 compared to $389,094 in 2021, an increase of $85,198 or 22%.

The increase was due to a higher average sales price of homes closed within the Texas segment, as well as overall price appreciation, which increased at a higher pace than cost inflation.

Homebuilding Cost of Sales and Gross Margin .

Homebuilding cost of sales for the year ended December 31, 2022 was $2.7 billion, an increase of $1.1 billion, or 69%, from $1.6 billion for the year ended December 31, 2021.

The increase in homebuilding cost of sales is primarily due to the increase in home closings in 2022 as compared to 2021.

Homebuilding gross margin for the year ended December 31, 2022 was $612 million, an increase of $305 million, or 100%, from $307 million for the year ended December 31, 2021.

Homebuilding gross margin as a percentage of homebuilding revenues was 18.4% for the year ended December 31, 2022, an increase of 240 basis points (“bps”), or 15%, from 16.0% for the year ended December 31, 2021.

The increase in gross margin was primarily due to overall price appreciation, which increased at a higher pace than cost inflation.

Adjusted Gross Margin .

Adjusted gross margin for the year ended December 31, 2022 was $820 million, an increase of $404 million, or 97%, from $416 million for the year ended December 31, 2021.

Adjusted gross margin as a percentage of home sales

revenue for the year ended December 31, 2020 was 22.5%, an increase of 140 bps, or 6.6%, as compared to 21.1% for the year ended December 31, 2019.

The increases in adjusted gross margin and adjusted gross margin percentage was driven by

increased efficiencies in build times and costs.

Adjusted gross margin as a percentage of homebuilding revenues for the year ended December 31, 2022 was 24.6%, an increase of 290 bps, or 13%, as compared to 21.7%, for the year ended December 31, 2021.

The increase in adjusted gross margin is attributable to overall price appreciation, which increased at a higher pace than cost inflation.

Adjusted gross margin is a non-GAAP financial measure.

For the definition of adjusted gross margin and a reconciliation to our most directly comparable financial measure calculated and presented

in accordance with GAAP, see “—Non-GAAP Financial Measures.”

Selling, General

and Administrative Expense .

For the definition of adjusted gross margin and a reconciliation to our most directly comparable financial measure calculated and presented in accordance with GAAP, see “—Non-GAAP Financial Measures.”

Selling, General and Administrative Expense .

Selling, general and administrative expense for the year ended December 31, 2022 was $271 million, an increase of $117 million, or 76%, from $154 million for the year ended December 31, 2021.

increase in selling, general and administrative expense was primarily due to the inclusion of expenses for the operations of H&H Homes for the fourth quarter of 2020, an increase in payroll related costs of $17.0 million (of which $3.0

million related to H&H Homes payroll expenses) commensurate with the increasing scale and profitability of the Company as well as increased costs related to the Corporate Reorganization and IPO in January 2021.

The increase in selling, general and administrative expense was primarily due to higher closing volume and the inclusion of $111 million in expenses from the Texas segment for the year ended December 31, 2022 .

Selling, general and administrative expenses as a percentage of homebuilding revenues for the year ended December 31, 2022 was 8%, remaining consistent when compared to 8% for the year ended December 31, 2021 .

Income from Equity in Earnings of Unconsolidated Entities .

Income from equity in earnings of unconsolidated entities for the year ended December 31, 2020 was $8.0 million, an increase of $5.8 million, or 261.9%, as compared to $2.2 million for the year ended

December 31, 2019.

The increase in income from equity in earnings of unconsolidated entities was largely attributable to an increase in mortgage loan fundings in 2020 as compared to 2019.

Other Income .

Other income for the year ended December 31, 2020 was $1.3 million, a decrease of $1.1 million, or 46.0%, as compared to $2.4 million for the year ended December 31, 2019.

The decrease in other income was primarily attributable to a decrease in

joint venture home closings in the year ended December 31, 2020 as compared to the year ended December 31, 2019.

Joint venture home closings were 247 and 254 for the years ended December 31, 2020 and 2019, respectively, with average sales

prices of $319,200 and $397,300, respectively.

Other Expense .

Other expense for the year ended December 31, 2020 was $3.2 million, an increase of $0.3 million, or 10.4%, as compared to $2.9 million for the year ended December 31, 2019.

Other expense consists primarily of payments made to a land developer

for homes closed in certain communities in our Colorado segment.

This community was no longer active as of December 31, 2020.

Other Income / Expense – Contingent Consideration.

Contingent consideration expense for the year ended December 31, 2020 was $1.4 million, a decrease of $5.3 million or 81.7%, as compared to $3.9 million in other income for the year ended December 31,

The change in contingent consideration is primarily due to VPH coming in below initial projections in 2019 and H&H exceeding initial projections in 2020.

Income from equity in earnings of unconsolidated entities for the year ended December 31, 2022 was $16 million, an increase of $7 million, or 71%, as compared to $9 million for the year ended December 31, 2021.

The change in income from equity in earnings of unconsolidated entities was equally attributable to income from mortgage banking and title insurance joint ventures from MHI and distributions of profits from DF Capital funds for the year ended December 31, 2022 .

Contingent Consideration Revaluation .

Contingent consideration expense for the year ended December 31, 2022 was $11 million, an increase of $3 million or 47%, as compared to $8 million for the year ended December 31, 2021 .

The increase in contingent consideration expense is primarily due to fair value adjustments of future expected earn-out payments from the acquisitions of MHI and H&H.

Contingent consideration liabilities are impacted by various inputs and estimates in addition to the fair value accretion, including:

(i) updates to the discount rate used quarterly, (ii) changes to current year assumptions based on year to date actual results, (iii) changes to future year’s forecast assumptions, which are affected by macro-economic conditions and local market conditions, as well as management actions including capital allocation, growth plans, and restructuring, and (iv) contractual modifications that may merit additional adjustments to final pre-tax income prior to the calculation of the annual earn out payments.

The change in estimates used to calculate the contingent consideration adjustment could be material at times and could potentially fluctuate from expense or income.

Our policy is to separately disclose the impact of contingent consideration liability adjustments within the Consolidated Statements of Comprehensive Income.

Other (Income) Expense, Net .

Other income for the year ended December 31, 2022 was $(2) million, when compared to $(2) million in other income for the year ended December 31, 2021.

The other income, net remained consistent year over year as the income from the forgiveness of the Company's $7 million Paycheck Protection Program loan included in 2021 was offset by the expense for the settlement of the Silver Meadows Townhome Owners Association, Inc.

lawsuit in 2021, both of which did not repeat in 2022.

Net and Comprehensive Income .

Net and comprehensive income for the year ended December 31, 2022 was $274 million, an increase of $139 million, or 104%, from $135 million for the year ended December 31, 2021 .

The increase in net and comprehensive income

was primarily attributable to an increase in gross margin on homes closed of $66.6 million, or 67.7%, during the year ended December 31, 2020 as compared to the year ended December 31, 2019.

Net and Comprehensive Income Attributable to Dream Finders Homes,

The increase in net and comprehensive income was primarily attributable to an increase in gross margin on homes closed of $305 million, or 100%, during the year ended December 31, 2022 as compared to the year ended December 31, 2021.

The net and comprehensive income for the year ended December 31, 2022 includes income tax expense of $82 million, an increase of $54 million, or 198%, from $27 million of income tax expense for the year ended December 31, 2021.

This increase is due to the increase in pre-tax income as well as the effective income tax rate increase of 4.5%.

The change in effective tax rate is primarily attributable to the Florida corporate tax rate increase to 5.5% in 2022 from 3.5% in 2021 and increases in non-deductible executive compensation.

In addition, during 2021, the Company's Paycheck Protection Program loan was forgiven and the related income of $7 million was not taxable.

Net and Comprehensive Income Attributable to Dream Finders Homes, Inc .

for the year ended December 31, 2020 was $79.1 million, an increase of $39.9 million, or 101.8%, from $39.2

million for the year ended December 31, 2019.

The increase was primarily attributable to a significant increase in home closings and gross margin.

We closed 3,154 homes for the year ended December 31, 2020, an increase of 1,106 units, or 54.0%,

from the 2,048 homes closed for the year ended December 31, 2019.

Gross margin for the year ended December 31, 2020 was $165.0 million, an increase of $66.6 million, or 67.7%, from $98.4 million for the year ended December 31, 2019.

Net and Comprehensive Income Attributable to Noncontrolling

Net and comprehensive income attributable to noncontrolling interests for the year ended December 31, 2020 was $5.4 million, a decrease of $0.3 million, or 5.0%, as compared to

$5.7 million for the year ended December 31, 2019.

Backlog at December 31, 2020 was 2,424 homes valued at approximately $865.1 million, an increase of 1,570 homes and $530.3 million, respectively, or 183.8% and 158.4%, respectively, as compared to 854 homes valued at approximately $334.8

million at December 31, 2019.

The increase in backlog was primarily attributable to an increase in active communities of 41, or 48.2%, during the year ended December 31, 2020.

Net and comprehensive income attributable to Dream Finders Homes, Inc.

for the year ended December 31, 2022 was $262 million, an increase of $141 million, or 117%, from $121 million for the year ended December 31, 2021.

The increase was primarily attributable to higher home closings and gross margin of 6,878 and 18.4%, respectively .

Backlog at December 31, 2022 was 5,548 homes valued at approximately $2,503 million based on average sales price, a decrease of 833 homes and $411 million in value, or 13% and 14%, respectively, as compared to 6,381 homes valued at approximately $2,913 million at December 31, 2021.

The overall decrease in backlog was primarily attributable to a decrease in net new orders of 763 or 11%, which is reflective of the weakening housing market due to the rapid rise in interest rates, mostly in the latter half of the year.

In addition, approximately 1,070 of the homes in our backlog are expected to be delivered in 2024 and beyond.

Refer to the Form 10-K for the year ended December 31, 2021 filed on March 16, 2022 for the results of operations and related discussion for December 31, 2021 compared to the year ended December 31, 2020.

Non-GAAP Financial Measures

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Adjusted gross margin is a non-GAAP financial measure used by management as a supplemental measure in evaluating operating performance.

We define adjusted gross margin as

gross margin excluding the effects of capitalized interest, amortization included in the cost of sales (including adjustments resulting from the application of purchase accounting in connection with acquisitions) and commission expense.

management believes this information is meaningful because it isolates the impact that capitalized interest, amortization (including purchase accounting adjustments) and commission expense have on gross margin.

However, because adjusted gross

margin information excludes capitalized interest, amortization (including purchase accounting adjustments) and commission expense, which have real economic effects and could impact our results of operations, the utility of adjusted gross margin

information as a measure of our operating performance may be limited.

We include commission expense in cost of sales, not selling, general and administrative expense, and therefore commission expense is taken into account in gross margin.

result, in order to provide a meaningful comparison to the public company homebuilders that include commission expense below the gross margin line in selling, general and administrative expense, we have excluded commission expense from adjusted

gross margin.

We define adjusted gross margin as gross margin excluding the effects of capitalized interest, amortization included in homebuilding cost of sales (primarily adjustments resulting from the application of purchase accounting in connection with acquisitions) and commission expense.

Our management believes this information is meaningful because it isolates the impact that capitalized interest, amortization (primarily purchase accounting adjustments) and commission expense have on gross margin.

We include commission expense in homebuilding cost of sales, not selling, general and administrative expense, and therefore commission expense is taken into account in gross margin.

As a result, in order to provide a meaningful comparison to the public company homebuilders that include commission expense below the gross margin line in selling, general and administrative expense, we have excluded commission expense from adjusted gross margin.

However, because adjusted gross margin information excludes capitalized interest, amortization (primarily purchase accounting adjustments) and commission expense, which have real economic effects and could impact our results of operations, the utility of adjusted gross margin information as a measure of our operating performance may be limited.

In addition, other companies may not calculate adjusted gross margin information in the same manner that we do.

Accordingly, adjusted gross margin information should be considered only as a supplement to gross margin information as

a measure of our performance.

The following table presents a reconciliation of adjusted gross margin to the GAAP financial measure of gross margin for each of the

periods indicated (unaudited and in thousands, except percentages):

Accordingly, adjusted gross margin information should be considered only as a supplement to gross margin information as a measure of our performance.

The following table presents a reconciliation of adjusted gross margin to the GAAP financial measure of gross margin for each of the periods indicated (unaudited and in thousands, except percentages):

Year Ended December 31,

Other revenue

Home sales revenue

Cost of sales

2022 2021 2020

Gross margin (1)

Interest expense in cost of sales

Amortization in cost of sales (3)

$ 612,420 $ 306,969 $ 165,048

Interest expense in homebuilding cost of sales 60,595 32,508 32,044

Amortization in homebuilding cost of sales (3)

6,701 9,873 5,070

Commission expense 140,442 67,032 50,533

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Gross margin % (2)

18.4 % 16.0 % 14.6 %

Adjusted gross margin % (2)

Gross margin is home sales revenue less cost of sales.

Calculated as a percentage of home sales revenues.

Includes purchase accounting adjustments, as applicable.

24.6 % 21.7 % 22.5 %

(1) Gross margin is homebuilding revenues less homebuilding cost of sales.

(2) Calculated as a percentage of homebuilding revenues.

(3) Primarily represents purchase accounting adjustments.

EBITDA and Adjusted EBITDA

EBITDA and adjusted EBITDA are not measures of net income as determined by GAAP.

EBITDA and adjusted EBITDA are supplemental non-GAAP financial measures used by management

and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies.

We define EBITDA as net income before (i) interest income, (ii) capitalized interest expensed in cost of sales, (iii)

interest expense, (iv) income tax expense and (v) depreciation and amortization.

EBITDA and adjusted EBITDA are supplemental non-GAAP financial measures used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies.

We define EBITDA as net income before (i) interest income, (ii) capitalized interest expensed in homebuilding cost of sales, (iii) interest expense, (iv) income tax expense and (v) depreciation and amortization.

We define adjusted EBITDA as EBITDA before stock-based compensation expense.

Management believes EBITDA and adjusted EBITDA are useful because they allow management to more effectively evaluate our operating

performance and compare our results of operations from period to period without regard to our financing methods or capital structure or other items that impact comparability of financial results from period to period.

EBITDA and adjusted EBITDA

should not be considered as alternatives to, or more meaningful than, net income or any other measure as determined in accordance with GAAP.

Our computations of EBITDA and adjusted EBITDA may not be comparable to EBITDA or adjusted EBITDA of

other companies.

Management believes EBITDA and adjusted EBITDA are useful because they allow management to more effectively evaluate our operating performance and compare our results of operations from period to period without regard to our financing methods or capital structure or other items that impact the comparability of financial results from period to period.

EBITDA and adjusted EBITDA should not be considered as alternatives to, or more meaningful than, net income or any other measure as determined in accordance with GAAP.

Our computations of EBITDA and adjusted EBITDA may not be comparable to EBITDA or adjusted EBITDA of other companies.

We present EBITDA and adjusted EBITDA because we believe they provide useful information regarding the factors and trends affecting our business.

The following table presents a reconciliation of EBITDA and adjusted EBITDA to the GAAP financial measure of net income for each of

the periods indicated (unaudited and in thousands, except percentages):

The following table presents a reconciliation of EBITDA and adjusted EBITDA to the GAAP financial measure of net income for each of the periods indicated (unaudited and in thousands, except percentages):

Year Ended December 31,

2022 2021 2020

Net and comprehensive income attributable to Dream Finders Homes, Inc.

$ 262,313 $ 121,133 $ 79,093

Interest income (169) (6) (45)

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Depreciation and amortization (2)

17,952 13,205 8,922

EBITDA $ 422,582 $ 194,967 $ 120,885

Stock-based compensation expense 6,796 5,233 947

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EBITDA margin % (1)

12.6% 10.1% 10.7%

Adjusted EBITDA margin % (1)

Calculated as a percentage of revenues.

12.8% 10.4% 10.7%

(1) Calculated as a percentage of total revenues.

(2) Includes the impact of fair value of inventory adjustments from prior acquisitions of $7 million for the year ended December 31, 2022, which is included in homebuilding cost of sales reported on the Consolidated Statements of Comprehensive Income.

Components of Our Operating Results

Below are general definitions of the income statement line items set forth in our period over period changes in results of operations.

Revenues include the proceeds from the closing of homes sold to our customers, as well as fees from our wholly-owned title insurance business, DF Title.

Revenues from home

sales are recorded at the time each home sale is closed, title and possession are transferred to the buyer and there is no significant continuing involvement with the home.

For home sales on a homesite that the customer owns, we recognize revenue

based on the percentage of completion of the home.

Below are general definitions of the income statement line items and unaudited other financial and operating data set forth in our period over period changes in results of operations.

Revenues — Homebuilding and Other

Revenues include the proceeds from the closing of homes sold to our customers, as well as fees from our wholly-owned title insurance businesses.

Revenues from home sales are recorded at the time each home sale is closed, title and possession are transferred to the buyer and there is no significant continuing involvement with the home.

For home sales on a homesite that the customer owns, we recognize revenue based on the percentage of completion of the home.

Proceeds from home sales are generally received within a few days after closing.

Home sales are reported net of sales discounts and incentives granted to homebuyers, which includes seller-paid

closing costs.

The pace of net new orders, average home sales price, the level of incentives provided to the customer and the amount of upgrades or options selected all impact our recorded revenues in a given period.

Cost of Sales

Cost of sales includes the lot purchase and carrying costs associated with each lot, construction costs of each home, capitalized interest, lot option fees, building permits,

internal and external realtor commissions and warranty costs (both incurred and estimated to be incurred).

Land, development and other allocated costs, including interest, lot option fees and property taxes, incurred during development and home

construction are capitalized and expensed to cost of sales when the home is closed and revenue is recognized.

We adjust the cost of lots remaining in a community on a pro rata basis, when changes to estimated total development costs occur,

including lot option fees and community costs.

Home sales are reported net of sales discounts and incentives granted to homebuyers, which includes seller-paid closing costs.

The pace of closings, average home sales price, the level of incentives provided to the customer and the amount of upgrades or options selected all impact our recorded revenues in a given period.

Homebuilding Cost of Sales

Homebuilding cost of sales includes the lot purchase and carrying costs associated with each lot, construction costs of each home, capitalized interest expensed, lot option fees, building permits, internal and external realtor commissions and warranty costs (both incurred and estimated to be incurred).

Land, development and other allocated costs, including interest, lot option fees and property taxes, incurred during development and home construction are capitalized and expensed to homebuilding cost of sales when the home is closed and revenue is recognized.

We adjust the cost of lots remaining in a community on a pro rata basis, when changes to estimated total development costs occur, including lot option fees and community costs.

Indirect costs such as maintenance of communities, signage and supervision are expensed as incurred.

Selling, General and Administrative Expense

Selling, general and administrative expense consists of corporate and marketing overhead expenses such as payroll,

stock compensation expense, insurance, IT, office expenses, advertising, outside professional services and travel expenses.

Selling, general and administrative expense also includes maintaining model homes and sales centers, including the rent

associated with any model homes or sales centers that we have sold and leased from a third party.

Selling, general and administrative expense consists of corporate and marketing overhead expenses such as payroll, stock compensation expense, insurance, IT, office expenses, advertising, outside professional services and travel expenses.

Selling, general and administrative expense also includes maintaining model homes and sales centers, including the rent associated with any model homes or sales centers that we have sold and lease from a third party.

We recognize these costs in the period they are incurred.

Income from Equity in Earnings of Unconsolidated Entities

Income from equity in earnings of unconsolidated entities consists primarily of income earned from minority interests in our unconsolidated mortgage banking joint venture,

Jet LLC, which underwrites and originates home mortgages across our geographic footprint.

Our 49.9% minority interest in Jet LLC is accounted for under the equity investment method and is not consolidated in our consolidated financial statements,

as we do not control, and are not deemed the primary beneficiary of, Jet LLC’s income.

Other income for 2021 includes one-time income related to the forgiveness of the PPP grant, proceeds from the re-sale of former model

homes purchased from investors and interest income and management fees we earn for managing certain joint ventures.

Income from equity in earnings of unconsolidated entities consists primarily of income earned from minority interests in our unconsolidated mortgage banking joint venture, Jet LLC, which underwrites and originates home mortgages across our geographic footprint.

Our 49.9% minority interest in Jet LLC is accounted for under the equity investment method and is not consolidated in our consolidated financial statements, as we do not control, and are not deemed the primary beneficiary of, Jet LLC.

Other Income and Expense

Other income includes income from the sale of non-core assets, interest income and management fees we earn from shared services with the former owner of MHI and from managing certain joint ventures.

In general, we earn four to six percent of the sales price of homes built by us on behalf of the joint ventures.

Other Expense

Other expense consists primarily of contingent consideration valuation changes associated with earn out agreements

with former owners of acquired entities and expenses related to the re-sale of former model homes purchased from investors.

Other expense consists primarily of expenses related to the sale of non-core assets.

For 2021, other income also includes the one-time forgiveness of the Payroll Protection Program loan.

Contingent Consideration Revaluation

Contingent consideration revaluation is related to the valuation changes in existing earn out agreements with former owners of acquired entities.

Net and Comprehensive Income Attributable to Noncontrolling Interests

Net and comprehensive income attributable to noncontrolling interests consists of income attributable to partners in our consolidated joint ventures.

In certain of our joint

ventures, we agree to split the profits from home closings with our joint venture partners.

Net and comprehensive income attributable to noncontrolling interests shows our joint venture partners’ share of homebuilding profits, less any community

costs shared with our joint venture partners.

In certain of our joint ventures, we agree to split the profits from home closings with our joint venture partners.

Net and comprehensive income attributable to noncontrolling interests shows our joint venture partners’ share of homebuilding profits, less any community costs shared with our joint venture partners.

In addition, certain of our joint ventures own lots and from time to time we may record impairment charges relating to such lots.

In such cases, we would typically record an

impairment charge relating to our proportionate ownership of the joint venture, and the remaining impairment would be reflected through a decrease in income attributable to noncontrolling interests.

Net and Comprehensive Income Attributable to Dream Finders

Net and comprehensive income attributable to Dream Finders is revenues less cost of sales, selling, general and administrative expense, income from equity in earnings of

unconsolidated entities, gain on sale of assets, other income, other expense, interest expense and net and comprehensive income attributable to noncontrolling interests.

In such cases, we would typically record an impairment charge relating to our proportionate ownership of the joint venture, and the remaining impairment would be reflected through a decrease in income attributable to noncontrolling interests.

Net and Comprehensive Income Attributable to Dream Finders Homes, Inc.

Net and comprehensive income attributable to Dream Finders Homes, Inc.

is total revenues less homebuilding cost of sales, selling, general and administrative expense, income from equity in earnings of unconsolidated entities, other income, other expense, interest expense and net and comprehensive income attributable to noncontrolling interests.

Return on Participating Equity

Return on participating equity is pre-tax net and comprehensive income attributable to Dream Finders tax effected for our federal and state blended tax rate less accrued

preferred unit distributions divided by average total participating equity.

Return on participating equity is pre-tax net and comprehensive income attributable to Dream Finders Homes, Inc.

tax effected for our federal and state blended tax rate less accrued preferred unit distributions divided by average total participating equity.

Participating equity is all equity that participates in the earnings of the Company, including Series A preferred equity and all common equity.

Following consummation of

the IPO, we became subject to taxation as a corporation, and prospectively we will calculate return on equity as net income attributable to Dream Finders less preferred distributions divided by the average beginning and ending participating

equity for the fiscal year.

Following consummation of our initial public offering, we became subject to taxation as a corporation and consequently calculated return on equity as net income attributable to Dream Finders Homes, Inc.

less preferred distributions divided by the average beginning and ending participating equity for the fiscal year.

Net New Orders

Net new orders is a key performance metric for the homebuilding industry and is an indicator of future revenues and cost of sales.

Depending on whether net new orders are

associated with a joint venture, they can also be an indicator of future net and comprehensive income attributable to noncontrolling interests.

Net new orders for a period are gross sales less any customer cancellations received during the same

Depending on whether net new orders are associated with a variable interest entity, they can also be an indicator of future net and comprehensive income attributable to noncontrolling interests.

Net new orders for a period are gross sales less any customer cancellations received during the same period.

Sales are recognized when a customer signs a contract and we approve such contract and collect any deposit from the customer required by such contract.

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We record a cancellation when a customer notifies us that he or she does not wish to purchase a home.

Increasing cancellations are a negative indicator of future performance

and can be an indicator of decreased revenues, cost of sales and net income.

Increasing cancellations are a negative indicator of future performance and can be an indicator of decreased revenues, homebuilding cost of sales and net income.

When a cancellation occurs, we generally retain the customer deposit and resell the home to a new customer.

Cancellations can occur due to customer credit issues or

changes to the customer’s desires.

Cancellations can occur due to customer credit issues or changes to the customer’s desires.

The cancellation rate is the total number of new sales purchase contracts cancelled during the period divided by the total new gross sales for homes during the period.

Backlog (at period end)

Backlog (at period end) is the number of homes in backlog from the previous period plus the number of net new orders generated during the current period minus the number of

homes closed during the current period.

Backlog (at period end) is the number of homes in backlog from the previous period plus the number of net new orders generated during the current period minus the number of homes closed during the current period.

Backlog at period end includes homes currently under construction and homes that are sold where construction has not commenced.

Gross margin is home sales revenue less cost of sales for the reported period.

Gross margin is homebuilding revenues less homebuilding cost of sales for the reported period.

Adjusted Gross Margin

Adjusted gross margin is gross margin less capitalized interest expensed in cost of sales, commission expense, and amortization in cost of sales (including purchase

accounting adjustments).

Adjusted gross margin is gross margin less capitalized interest expensed in homebuilding cost of sales, commission expense, and amortization in homebuilding cost of sales (primarily purchase accounting adjustments).

Liquidity and Capital Resources

We believe we have a prudent strategy for company-wide cash management, including controls related to cash outflows for lot deposits, land bank development arrangements, lot

purchases and vertical construction lines of credit.

We believe we are conservative, yet flexible in order to capitalize on potential opportunities to increase controlled lots in desirable locations.

As of December 31, 2021, we had $227.2 million in cash and cash equivalents (excluding $54.1 million of restricted cash), an increase

of $183.5 million, or 420.5%, from $43.7 million as of December 31, 2020.

Additionally, the Company has $49.4 million of availability under the Credit Agreement for a total of $276.6 million in total liquidity.

We generate cash from the sale of our inventory and through debt, mezzanine and equity financing.

We intend to re-deploy the net cash

generated to acquire and control land and further grow our operations year over year.

Our principal uses of capital are lot deposits and purchases, vertical home construction, operating expenses and the payment of routine liabilities.

year ended December 31, 2021, we also used cash in hand to make non-recurring payments in relation to the IPO.

We generate cash from the sale of our inventory and we intend to re-deploy a portion of the net cash generated from the sale of inventory to acquire and control land and further grow our operations year over year.

As of December 31, 2022, we had $365 million in cash and cash equivalents (excluding $31 million of restricted cash), an increase of $137 million, or 60%, from $227 million as of December 31, 2021.

We also maintain our Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) with a syndicate of lenders providing for a senior unsecured revolving credit facility, which has an aggregate commitment of up to $1.1 billion and matures on June 2, 2025.

Borrowings under this Amended and Restated Credit Agreement are limited to the amount of inventory held on the Consolidated Balance Sheet, subject to unit-specific advance rates and other limitations.

As of December 31, 2022, available liquidity under the Credit Agreement wa s $122 million, resulting in $487 million in total liquidity for the Company.

We believe that our sources of liquidity are sufficient to satisfy our current commitments.

Finished lot and land bank option contracts

We continue to evaluate our capital structure and explore options to strengthen our Consolidated Balance Sheet.

We will remain opportunistic while assessing available capital in the debt and equity markets.

Our principal uses of capital are lot deposits and purchases, vertical home construction, operating expenses and the payment of routine liabilities.

Cash flows generated by our projects can differ materially from our results of operations, as these depend upon the stage in the life cycle of each project.

The majority of our projects begin at

the land acquisition stage when we enter into finished lot option contracts by placing a deposit with a land seller or developer.

Our lot deposits are an asset on our balance sheets, and these cash outflows are not recognized in our results of

Early stages in our communities require material cash outflows relating to finished rolling option lot purchases, entitlements and permitting, construction and furnishing of model homes, roads, utilities, general landscaping and other

amenities, as well as ongoing association fees and property taxes.

The majority of our projects begin at the land acquisition stage when we enter into finished lot option contracts by placing a deposit with a land seller or developer.

Our lot deposits are an asset on our balance sheets and these cash outflows are not recognized in our results of operations.

Early stages in our communities require material cash outflows relating to finished lot option purchases, entitlements and permitting, construction and furnishing of model homes, roads, utilities, general landscaping and other amenities, as well as ongoing association fees and property taxes.

These costs are capitalized within our real estate inventory and are not recognized in our operating income until a home sale closes.

As such, we incur significant cash outflows

prior to the recognition of earnings.

In later stages of the life cycle of a community, cash inflows could significantly exceed our results of operations, as the cash outflows associated with land purchase and home construction and other expenses

were previously incurred.

As of December 31, 2021, costs capitalized within company owned land and lots inventory on the Consolidated Balance Sheet were approximately $33.5 million, comprising land bank lot option fees, due diligence on land

development and finished lot option deals, property taxes, and other less material pre-construction costs.

We actively enter into finished lot option contracts by placing deposits with land sellers of typically 10% or less of the aggregate purchase price of the finished lots.

When entering into these

contracts, we also agree to purchase finished lots at pre-determined time frames and quantities that match our expected selling pace in the community.

For the year ended December 31, 2021, the majority of these future lot purchases were financed

by the Credit Agreement.

From time to time, we also enter into land development arrangements with land sellers, land developers and land bankers.

We typically provide a lot deposit of 15% or less in the case of land bank

option contracts, of the total investment required to develop lots that we will have the option to acquire in the future.

In these transactions, we also incur lot option fees that have historically been 15% or less of the outstanding capital

balance held by the land banker.

The initial investment and lot option fees require our ability to allocate liquidity resources to projects that will be not materialized into cash inflows or operating income in the near term.

The above cash

strategies are designed to allow us to maintain adequate lot supply in our existing markets and support ongoing growth and profitability.

As we continue to operate in a low interest rate environment, with consistent increase in the demand for new

homes and constrained lot supply compared to population and job growth trends, we intend to continue to re-invest our earnings into our business and focus on expanding our operations.

In addition, as the opportunity to purchase finished lots in

desired locations becomes increasingly more limited and competitive, we are committed to allocating additional liquidity to land bank deposits on land development projects, as this strategy mitigates the risks associated with holding undeveloped

land on our balance sheet, while allowing us to control adequate lot supply in our key markets to support forecasted growth.

As of December 31, 2021, our lot deposits related to finished lot option contracts and land bank option contracts were $241.4 million.

For the year ended December 31, 2021, we closed 4,874 homes,

acquired 4,699 lots and started construction on 5,771 homes.

As such, we incur significant cash outflows prior to the recognition of earnings.

We typically provide lot deposits in the range of 5% to 10% of the land purchase price.

When entering into these contracts, we also agree to purchase finished lots at predetermined time frames and quantities that match our expected selling pace in the community.

We also enter into land development arrangements with land sellers, land developers and land bankers.

We provide deposits to develop lots that we will have the option to acquire in the future, along with lot option fees based on the outstanding capital balance held by the land banker.

The initial investment and lot option fees require our ability to allocate liquidity resources to projects that will not materialize into cash inflows or operating income in the near term.

The above cash strategies allow us to maintain adequate lot supply in our existing markets and support ongoing growth and profitability.

Although currently there is economic uncertainty that is impacting the homebuilding industry, we continue to operate in geographic regions with consistent increases in the demand for new homes and constrained lot supply compared to population and job growth trends.

We intend to continue to reinvest our earnings into our business and focus on expanding our operations.

In addition, as the opportunity to purchase finished lots in desired locations becomes increasingly more limited and competitive, we are committed to allocating additional liquidity to land bank deposits on land development projects, as this strategy mitigates the risks associated with holding undeveloped land on our balance sheet, while allowing us to control adequate lot supply in our key markets to support forecasted growth.

Credit Facilities, Letters of Credit, Surety Bonds and Financial Guarantees

Immediately following the closing of our IPO, we replaced all of our secured vertical construction lines of credit facilities with

our Credit Agreement, with a syndicate of lenders and Bank of America, N.A, as administrative agent, providing for a senior unsecured revolving credit facility which has an initial aggregate commitment of up to $450.0 million and an accordion

feature that allows the facility to expand to a borrowing base of up to $750.0 million.

On September 8, 2021, we entered into a First Amendment and Commitment Increase Agreement (the “Amendment”) to our Credit Agreement

and increased the aggregate commitments to $742.5 million and three lenders were added as additional lenders under the Credit Agreement.

As amended by the Amendment, the Credit Agreement includes provisions for any existing lender to, at the

Company’s request, 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

In addition, the Amendment clarified and modified certain definitions and covenants as more fully set forth therein, including modifications of certain financial covenants to facilitate the consummation of the MHI acquisition.

On September 29, 2021, in connection with the closing of the MHI acquisition, we exercised our right to further increase the

aggregate commitments under the Credit Agreement to $817.5 million and one lender was added as an additional lender under the Credit Agreement.

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.

The Credit Agreement matures on January 25, 2024.

Our Credit Agreement contains covenants that, among other things, require that we (i) maintain a maximum debt ratio of 70.0% through March 2022, 62.5% through December 2022

and 60.0% thereafter;

(ii) maintain an interest coverage ratio of 2.0 to 1.0;

(iii) maintain a minimum liquidity equal to the ratio of not less than 1.0 to 1.0;

(iv) maintain a minimum tangible net worth equal to the sum of (A) 75.0% of the

tangible net worth as of the last fiscal quarter prior to the closing date of the Credit Agreement, (B) 50.0% of net income from the last fiscal quarter prior to the closing date of the Credit Agreement and (C) 50.0% of net proceeds received from

all equity issuances after the closing date of the Credit Agreement;

(v) maintain a maximum risks assets ratio of (A) the sum of the GAAP net book value for all finished lots, lots under development, unentitled land and land held for future

development to (B) tangible net worth, of no greater than 1.0 to 1.0;

On June 2, 2022, we entered into an Amended and Restated Credit Agreement to amend and restate our prior credit agreement originally dated as of January 25, 2021.

The Amended and Restated Credit Agreement provides for a senior unsecured revolving credit facility and is with a syndicate of lenders.

The Amended and Restated Credit Agreement provides for aggregate commitments of $1.125 billion and has an accordion feature that allows the aggregate commitments to increase up to $1.625 billion.

The Amended and Restated Credit Agreement matures on June 2, 2025.

Outstanding borrowings under the Amended and Restated Credit Agreement are subject to, among other things, a borrowing base.

The borrowing base includes, among other things, (a) 90% of the net book value of presold housing units, (b) 85% of the net book value of model housing units, (c) 85% of the net book value of speculative housing units and (d) 70% of the net book value of finished lots, in each case subject to certain exceptions and limitations set forth in the Amended and Restated Credit Agreement.

Under the Amended and Restated Credit Agreement, borrowings under the revolving line of credit bear interest, at our option, at (1) a “Base Rate”, which means for any day a fluctuating rate per annum equal to credit spreads of 1.50% to 2.60%, which are determined based on our debt to capitalization ratio, plus the highest of (a) the Federal Funds Rate plus 0.5%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” (c) the Term Secured Overnight Financing Rate (“SOFR”) plus 1.00% and (d) 1.00%, or (2) a “Term SOFR Rate”, which means for any day a fluctuating rate per annum equal to credit spreads of 2.50% to 3.60%, which are determined based on our debt to capitalization ratio, plus the adjusted Term SOFR rate (based on one, three or six-month interest periods).

Interest on each base rate advance borrowed under the Amended and Restated Credit Agreement is payable in arrears on a monthly basis.

Interest on each Term SOFR rate advance borrowed under the Amended and Restated Credit Agreement is payable in arrears at the end of the interest period applicable to such advance, or, if less than such interest period, three months after the beginning of such interest period.

We pay the lenders a commitment fee on the amount of the unused commitments on a quarterly basis at a rate per annum that will vary from 0.20% to 0.30% depending on our debt to capitalization ratio.

We are also obligated to pay other customary closing fees, arrangement fees, administration fees and letter of credit fees for a credit facility of this size and type.

All obligations under the Amended and Restated Credit Agreement are unsecured and unconditionally guaranteed by us and certain of our subsidiaries, excluding financial services subsidiaries, immaterial subsidiaries and variable interest entities.

As of December 31, 2022 and 2021, the outstanding balance under the Amended and Restated Credit Agreement was $965 million and $760 million, respectively.

The Company had capitalized debt issuance costs related to the line of credit and notes payable , net of amortization, of $7 million and $6 million as of December 31, 2022 and 2021, respectively, which are included in other assets on the Consolidated Balance Sheets.

The Company amortized $4 million and $2 million of debt issuance costs for the years ended December 31, 2022 and 2021, respectively.

The Amended and Restated Credit Agreement contains covenants that, among other things, require that we (i) maintain a maximum debt to capitalization ratio, as of the last day of each fiscal quarter, of 62.5% through December 2022 and 60.0% thereafter;

(ii) maintain an interest coverage ratio, as of the last day of each fiscal quarter, of not less than 2.0 to 1.0;

(iii) maintain a liquidity ratio, as of the last day of each fiscal quarter, of not less than 1.0 to 1.0;

(iv) maintain tangible net worth of not less than the sum of (A) $385 million, (B) 50.0% of net income earned in each fiscal quarter after December 31, 2021 and (C) 50.0% of the aggregate increases in shareholders’ equity of the consolidated group after December 31, 2021 by reason of the issuance and sale of equity interests of the members of the consolidated group;

(v) maintain a risk assets ratio (defined as (A) the sum of the GAAP net book value for all finished lots, lots under development and land held for future development or disposition to (B) tangible net worth), as of the last day of each fiscal quarter, of no less than 1.0 to 1.0;

(vi) not allow aggregate investments in unconsolidated affiliates to exceed 15.0% of tangible net worth, as of the last day of any fiscal quarter;

and (vii) may not incur

indebtedness other than (A) the obligations under the Credit Agreement, (B) non-recourse indebtedness in an amount not to exceed 15.0% of tangible net worth, (C) operating lease liabilities, finance lease liabilities and purchase money

obligations for fixed or capital assets not to exceed $5.0 million in the aggregate, (D) indebtedness of financial services subsidiaries and VIEs and (E) indebtedness under hedge contracts entered into for purposes other than for speculative

As of December 31, 2021, we had total outstanding borrowings of $760.0 million under our Credit Agreement and an additional $8.1

million in letters of credit with the lenders from the Credit Agreement such that we could borrow an additional $49.4 million under the agreement.

As of December 31, 2021, we were in compliance with the covenants set forth in our Credit

and (vii) not incur indebtedness other than, among other things, (A) the obligations under the Amended and Restated Credit Agreement, (B) non-recourse indebtedness in an amount not to exceed 15.0% of tangible net worth, as of the last day of each fiscal quarter, (C) operating lease liabilities, finance lease liabilities and purchase money obligations for fixed or capital assets not to exceed $5.0 million in the aggregate, (D) indebtedness of financial services subsidiaries and variable interest entities and (E) indebtedness under hedge contracts entered into for purposes other than for speculative purposes.

The Company was in compliance with all debt covenants as of December 31, 2022 and December 31, 2021.

The Company expects to remain in compliance with all debt covenants over the next twelve months.

We enter into surety bonds and letter of credit arrangements with local municipalities, government agencies, and land developers.

These arrangements relate to certain

performance-related obligations and serve as security for certain land option agreements.

At December 31, 2021, we had outstanding letters of credit and surety bonds totaling $9.9 million, inclusive of the $8.1 million above, and $53.7 million,

respectively.

The Company has operating leases primarily associated with office space that is used by divisions outside of the

Jacksonville area, model home sale-leasebacks and a corporate office building sale-leaseback.

These arrangements relate to certain performance-related obligations and serve as security for certain land option agreements.

As of December 31, 2022, we had outstanding surety bonds and letters of credit totaling $85 million and $1 million, respectively.

The Company has operating leases primarily associated with office space that is used by divisions outside of the Jacksonville area, model home sale-leasebacks and a corporate office building sale-leaseback.

The Company also has finance leases for corporate office furniture.

As of December 31, 2021, the future minimum lease payments required under these

leases totaled $25.1 million, with $4.4 million payable within 12 months.

As of December 31, 2022, the future minimum lease payments required under these leases totaled $30 million, with $8 million payable within 12 months.

Further information regarding our leases is provided in Note 6, Commitments and Contingencies to our consolidated financial statements.

Contingent Consideration

Based on the terms of the purchase agreement, at the time of an acquisition, the

Company may record a contingent consideration liability based on the expected value of any future earn out payments due to the acquiree for a typical period of up to five years post-acquisition.

This liability is remeasured to fair value

quarterly and the adjustment is recorded in other expense.

As of December 31, 2021, the contingent consideration liability totaled $124.1 million, with $6.8 million payable within 12 months.

Further information regarding our contingent

consideration liability is provided in Note 1 – Nature of Business and Significant Accounting

Policies and Note 2 –Business Acquisition to our consolidated financial statements.

Based on the terms of the purchase agreement, at the time of an acquisition, the Company may record a contingent consideration liability based on the expected fair value of any future earn out payments due to the acquiree for a typical period of up to five years post-acquisition.

This liability is remeasured to fair value quarterly and the adjustment is recorded in contingent consideration revaluation.

As of December 31, 2022, the contingent consideration liability totaled $115 million, with approximately $43 million payable within 12 months.

Further information regarding our contingent consideration liability is provided in Note 1, Nature of Business and Significant Accounting Policies and Note 2, Business Combinations to our consolidated financial statements.

Series B Preferred Units

Following the Corporate Reorganization and upon completion of the IPO, MOF II DF Home LLC and MCC Investment Holdings LLC (both controlled by Medley Capital Corporation)

continue to hold the Series B preferred units of DFH LLC.

Following a corporate reorganization and upon completion of the Company’s initial public offering as described in Note 1, Nature of Business and Significant Accounting Policies to our consolidated financial statements , MOF II DF Home LLC and MCC Investment Holdings LLC (both controlled by Medley Capital Corporation) continue to hold the Series B preferred units of DFH LLC.

As such, they have certain rights and preferences with regard to DFH LLC that holders of our Class A common stock do not have.

In the event that the sole manager of DFH LLC elects, from time to time, to make distributions, the holders of the Series B preferred units are entitled to receive

distributions until the holders of each outstanding Series B preferred unit have received distributions equaling 8% per annum cumulative preferred return on any outstanding and unreturned capital contribution applicable to such Series B preferred

units (the “Series B Preferred Return”), which accrues quarterly.

Once the holders of each Series B preferred unit have received distributions equaling the Series B Preferred Return, they are thereafter entitled to $1,000 per Series B preferred

Additionally, holders of the Series B preferred units are entitled to receive tax distributions sufficient to fund their federal and state income tax liabilities attributable to the taxable income on their Series B preferred units, if any.

The Series B preferred units shall be deemed cancelled once they have received distributions totaling their initial capital contribution plus the Series B Preferred Return.

DFH LLC may not, without the prior approval of the holders of the Series B preferred units, issue or sell equity securities ranking senior to or pari passu with the Series B

preferred units.

Holders of Series B preferred units have the right to vote on all matters submitted to a vote of the members of DFH LLC, but do not have the right to convert their Series B

preferred units into shares of our common stock.

Any holder of Series B preferred units desiring to transfer their Series B preferred units to a non-affiliated third party must either (i) obtain approval from the sole manager of DFH LLC or (ii)

must first offer such units to DFH LLC at the same price that the proposed third-party transferee would have paid or, in certain cases, at fair market value.

At any time on or prior to September 30, 2022, DFH LLC has the right to redeem some or all of the outstanding Series B preferred units at a price equal to the sum of (i) the

difference of (A) $1,000 and (B) the amount of previous distributions having already been paid towards each such unit and (ii) unreturned capital contributions for such unit plus the Series B Preferred Return (the “Series B Redemption Price”).

The series B preferred units are not convertible into the Company’s common stock.

The Series B preferred units shall automatically be deemed to be cancelled when a holder of a Series B preferred unit receives aggregate distributions from DFH LLC on a Series B preferred unit equal to the sum of (i) $1,000 per unit and (ii) the unreturned capital contributions per unit plus an 8% per annum cumulative preferred return (the “Series B Distribution Amount”).

In the event of a liquidation or dissolution of DFH LLC, the holders of Series B preferred units shall have preference over our membership interest in DFH LLC.

the event of (i) a sale of substantially all of DFH LLC’s assets or (ii) a merger or reorganization resulting in the members of DFH LLC immediately prior to such transaction no longer beneficially owning at least 50% of the voting power of DFH

LLC, the holders of the Series B preferred units may demand redemption of their Series B preferred units at a price equal to the Series B Redemption Price.

Further, in the event of (i) a sale of substantially all of DFH LLC’s assets or (ii) a merger or reorganization resulting in the members of DFH LLC immediately prior to such transaction no longer beneficially owning at least 50% of the voting power of DFH LLC, the holders of the Series B preferred units may demand redemption of their Series B preferred units at a price equal to the Series B Distribution Amount (less prior distributions on such shares).

Series C Preferred Units

Following the Corporate Reorganization and upon completion of the IPO on January 27, 2021, we redeemed all 26,000 outstanding Series C preferred units of DFH LLC at a

redemption price of $26.0 million, plus accrued distributions and fees of $0.2 million.

Following a corporate reorganization and upon completion of the Company’s initial public offering as described in Note 1.

Nature of Business and Significant Accounting Policies to our consolidated financial statements , on January 27, 2021 we redeemed all 26,000 outstanding Series C preferred units of DFH LLC at a redemption price of $26 million, including accrued unpaid preferred distributions.

Convertible Preferred Stock

On September 29, 2021, we sold 150,000 shares of newly-created Convertible Preferred Stock with an initial liquidation preference of

$1,000 per share and a par value $0.01 per share, for an aggregate purchase price of $150.0 million.

We used the proceeds from the sale of the Convertible Preferred Stock to fund the MHI acquisition and for general corporate purposes.

the Certificate of Designations, the Convertible Preferred Stock ranks senior to the Class A and B common stock with respect to dividends and distributions on liquidation, winding-up and dissolution.

Upon a liquidation, dissolution or winding up

of the company, each share of Convertible Preferred Stock is entitled to receive the initial liquidation preference of $1,000 per share, subject to adjustment, plus all accrued and unpaid dividends thereon.

In addition, the Convertible Preferred

Stock has the following terms:

On September 29, 2021, we sold 150,000 shares of newly-created Convertible Preferred Stock with an initial liquidation preference of $1,000 per share and a par value $0.01 per share, for an aggregate purchase price of $150 million.

We used the proceeds from the sale of the Convertible Preferred Stock to partially fund the MHI acquisition and for general corporate purposes.

Pursuant to the Certificate of Designations, the Convertible Preferred Stock ranks senior to the Class A and B common stock with respect to dividends and distributions on liquidation, winding-up and dissolution.

Accordingly, upon a liquidation, dissolution or winding up of the Company, each share of Convertible Preferred Stock is entitled to receive the initial liquidation preference of $1,000 per share, subject to adjustment, plus all accrued and unpaid dividends thereon.

In addition, the Convertible Preferred Stock has the following terms:

• Cumulative Dividends:

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The Convertible Preferred Stock is perpetual with call and conversion rights.

The Convertible Preferred Stock is not convertible by the Purchasers in the first five years following issuance, with

the exception of the acceleration of the Conversion Right (as defined below) upon breach of the protective covenants (described below).

We can call the outstanding Convertible Preferred Stock at any time for one-hundred and two percent

(102%) of its liquidation preference during the fourth year following its issuance and for one-hundred and one percent (101%) of its liquidation preference during the fifth year following its issuance (in each case, for the avoidance of

doubt, plus accrued but unpaid dividends, if any).

The Convertible Preferred Stock is not convertible by the Purchasers in the first five years following issuance, with the exception of the acceleration of the Conversion Right (as defined below) upon breach of the protective covenants (described below).

We can call the outstanding Convertible Preferred Stock at any time for one-hundred and two percent (102%) of its liquidation preference during the fourth year following its issuance and for one-hundred and one percent (101%) of its liquidation preference during the fifth year following its issuance, plus accrued but unpaid dividends, if any.

Subsequent to the fifth anniversary of its issuance, a purchaser can convert the Convertible Preferred Stock into Class A common stock (the “Conversion Right”).

The conversion price will

be based on the average of the trailing 90 days’ closing price of Class A common stock, less 20% of the average and subject to a floor conversion price of $4.00 (the “Conversion Discount”).

The conversion price will be based on the average of the trailing 90 days’ closing price of Class A common stock, less 20% of the average and subject to a floor conversion price of $4.00 (the “Conversion Discount”).

• Protective Covenants:

The protective covenants of the Convertible Preferred Stock require us to maintain compliance with all covenants related to (i) the Credit Agreement, as may be further amended from

time to time;

provided that any amendment, restatement, modification or waiver of the Credit Agreement that would adversely and materially affect the rights of the Purchasers will require the written consent of holders of a majority of

the then-outstanding shares of Convertible Preferred Stock;

The protective covenants of the Convertible Preferred Stock require us to maintain compliance with all covenants related to (i) the Credit Agreement, as may be further amended from time to time;

and (ii) any agreement between the Company and any Purchaser (the covenants referred to in clauses (i) and (ii), collectively, the “Protective Covenants”).

Non-compliance beyond

any applicable cure period with the Protective Covenants (in the case of the Protective Covenants related to the Credit Agreement) will accelerate the Conversion Right, and in the event of such acceleration that occurs before the fifth

anniversary following the issuance of the Convertible Preferred Stock, the “Conversion Discount” shall be increased from 20% to 25%.

Non-compliance beyond any applicable cure period with the Protective Covenants (in the case of the Protective Covenants related to the Credit Agreement) will accelerate the Conversion Right, and in the event of such acceleration that occurs before the fifth anniversary following the issuance of the Convertible Preferred Stock, the “Conversion Discount” shall be increased from 20% to 25%.

• Voting Rights:

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The Convertible Preferred Stock will be redeemed, contingent upon and concurrently with the consummation of a change of control of the Company.

Shares of Convertible

Preferred Stock will be redeemed in a change of control of the Company at a price, in cash, equal to the liquidation preference, subject to adjustment, plus all accumulated and unpaid dividends, plus, if the change of control occurs

before the fourth anniversary of the date of issuance of the Convertible Preferred Stock, a premium equal to the dividends that would have accumulated on such share of Convertible Preferred Stock from and after the change of control

redemption date and through the fourth anniversary of the issuance of the Convertible Preferred Stock.

Pursuant to the terms of the Certificate of Designations, unless and until approval of the Company’s stockholders is obtained as

contemplated by Nasdaq listing rules, no shares of Class A common stock will be issued or delivered upon conversion of any Convertible Preferred Stock to the extent that such issuance would (i) result in the holder beneficially owning in excess

of 19.99% of the outstanding Class A common stock as of the date of the Certificate of Designations or (ii) exceed 19.99% of the outstanding shares of Class A and Class B common stock combined as of the date of the Certificate of Designations.

Shares of Convertible Preferred Stock will be redeemed in a change of control of the Company at a price, in cash, equal to the liquidation preference, subject to adjustment, plus all accumulated and unpaid dividends, plus, if the change of control occurs before the fourth anniversary of the date of issuance of the Convertible Preferred Stock, a premium equal to the dividends that would have accumulated on such share of Convertible Preferred Stock from and after the change of control redemption date and through the fourth anniversary of the issuance of the Convertible Preferred Stock.

Pursuant to the terms of the Certificate of Designations, unless and until approval of the Company’s stockholders is obtained, no shares of Class A common stock will be issued or delivered upon conversion of any Convertible Preferred Stock to the extent that such issuance would (i) result in the holder beneficially owning in excess of 19.99% of the outstanding Class A common stock as of the date of the Certificate of Designations or (ii) exceed 19.99% of the outstanding shares of Class A and Class B common stock combined as of the date of the Certificate of Designations.

The following table summarizes our cash flows for the periods indicated (in thousands):

Year Ended December 31,

Net cash provided by (used in) operating activities

Net cash provided by (used in) investing activities

2022 2021 2020

Net cash (used in) provided by operating activities $ (27,623) $ 65,108 $ 96,911

Net cash used in investing activities (5,524) (523,043) (13,027)

Net cash provided by (used in) financing activities 146,955 645,884 (65,830)

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

Net cash provided by operating activities was $65.1 million for the year ended December 31, 2021, a decrease of

$31.8 million, as compared to $96.9 million of net cash provided by operating activities for the year ended December 31, 2020.

The decrease in net cash provided by operating activities was driven by an increase in lot deposits of $134.2 million

and inventories of $80.1 million, as the Company continues to deploy its available cash to secure finished lots in the future and in building its backlog of homes.

The decrease was partially offset by higher deposits of $78.2 million received

from customers, higher accounts payable and accrued expenses of $63.4 million and the increase in net income generated on home closings.

Net cash used in investing activities was $523.0 million for the year ended December 31, 2021, an increase of

$510.0 million, as compared to $13.0 million of cash used in investing activities for the year ended December 31, 2020.

The increase in net cash used in investing activities was primarily attributable to the Company’s acquisitions of Century

Homes and MHI during the first quarter and fourth quarter of 2021, respectively.

Net cash provided by financing activities was $645.9 million for the year ended December 31, 2021, an increase of $711.7 million, as compared to $65.8 million of cash used in

financing activities for the year ended December 31, 2020.

The increase in net cash used in financing activities was primarily attributable to borrowings from our Credit Agreement, including $300.0 million utilized to refinance the vertical lines

of credit of MHI upon acquisition;

the Corporate Reorganization, which included IPO proceeds of $130.0 million, and the issuance of $149.0 million of convertible preferred stock (net of issuance costs).

The increases were partially offset by the

redemption of Series C preferred units of DFH LLC of $26 million, payments to terminate the Company’s historical vertical construction lines of credit, as well as MHI’s vertical lines of credit and notes payable upon acquisition, and the

repayment of the $20 million bridge loan utilized to fund the H&H Acquisition.

Year Ended December 31, 2020 Compared to Year Ended December 31, 2019

Net cash provided by operating activities was $96.9 million for the year ended December 31, 2020, an increase of $66.5 million, as compared to $30.4 million of net cash

provided by operating activities for the year ended December 31, 2019.

The increase in net cash provided by operating activities was driven by higher deposits received from customers of $37.6 million and the increase in net income generated on

home closings, partially offset by an increase of lot deposits of $37.9 million to secure finished lots in the future.

Net cash used in investing activities was $13.0 million for the year ended December 31, 2020, a decrease of $4.8 million, as compared to $17.8 million of cash used in

investing activities for the year ended December 31, 2019.

The decrease in net cash used in investing activities was primarily attributable to the Company converting several joint ventures to land bank financing structures during 2020.

outflow for the land bank structures is presented in the operating section of the Consolidated Statements of Cash Flows.

Net cash used in financing activities was $65.8 million for the year ended December 31, 2020, a decrease of $91.9 million, as compared to $26.1 million of cash provided by

financing activities for the year ended December 31, 2019.

The decrease in net cash used in financing activities was primarily attributable to the redemption of the Series D preferred units of DFH LLC of $12.0 million, increased payments on

construction lines of credit as a result of higher home closings of 1,106, as well as increased tax distributions of $7.9 million to the members of DFH LLC.

Net cash used in operating activities was $28 million for the year ended December 31, 2022, as compared to $65 million of net cash provided by operating activities for the year ended December 31, 2021 .

The change in net cash used in operating activities was primarily driven by an increase in inventories, partially offset by the increase in net income generated on home closings and less cash used for lot deposits for the year ended December 31, 2022.

Net cash used in investing activities was $6 million for the year ended December 31, 2022, as compared to $523 million of cash used in investing activities for the year ended December 31, 2021.

The change in net cash used in investing activities was primarily attributable to the Company’s acquisitions of Century Homes and MHI during the first quarter and fourth quarter of 2021, respectively, compared to no acquisitions for the year ended December 31, 2022.

Net cash provided by financing activities was $147 million for the year ended December 31, 2022, as comp ared to $646 million of cash provided by financing activities for the year ended December 31, 2021 .

The change in net cash provided by financing activities was primarily attributable to the Corporate Reorganization, which included IPO net proceeds of $130 million, $148 million net proceeds related to the issuance of convertible preferred stock, and $447 million in net proceeds from construction lines of credit.

No such transaction occurred for the year ended December 31, 2022, except for $203 million of net proceeds from construction lines of credit.

Refer to the Form 10-K for the year ended December 31, 2021 filed on March 16, 2022 for the cash flows and related discussion for December 31, 2021 compared to year ended December 31, 2020.

Factors Affecting Our Results of Operations

We believe that our future performance will depend on many factors, including those described below and in the sections titled “Risk Factors” and “Cautionary Note Regarding

Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K.

We believe that our future performance will depend on many factors, including those described below and in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K.

Changes in Price and Availability of Land

Acquiring home sites or finished lots in desirable geographic areas with prices and acquisition terms that drive profitable home delivery is an important component of our

Acquiring home sites or finished lots in desirable geographic areas with prices and acquisition terms that drive profitable home delivery is an important component of our business.

Our infrastructure is designed to build a certain number of homes each year and an adequate lot supply is crucial to meeting our business objectives.

Our sourcing of finished lots is affected by changes in the general availability of

finished lots in the markets in which we operate, the willingness of land sellers to sell finished lots at competitive prices, competition for available finished lots and other market conditions.

Lot value appreciation or depreciation varies

across the markets in which we operate.

Our sourcing of finished lots is affected by changes in the general availability of finished lots in the markets in which we operate, the willingness of land sellers to sell finished lots at competitive prices, competition for available finished lots and other market conditions.

Lot value appreciation or depreciation varies across the markets in which we operate.

Our acquisition costs associated with finished lots have increased in certain of our markets where job and population growth are outpacing lot supply.

If the supply of finished lots is limited because of

these or other factors, we may build and sell fewer homes as a result.

If the supply of finished lots is limited because of these or other factors, we may build and sell fewer homes as a result.

To the extent that we are unable to acquire finished lots at competitive prices, or at all, our revenues, margins and other results of operations could be negatively impacted.

Historically, we have utilized joint ventures to finance the acquisition and development of finished lots.

We consolidate the assets, liabilities and income from certain of

these joint ventures under GAAP.

The revenues and cost of sales associated with homes closed from these consolidated joint ventures are recognized in revenues and cost of sales, respectively, on our Consolidated Statements of Comprehensive Income

contained in our consolidated financial statements included elsewhere herein.

The portion of income that is due and the equity that is attributable to our joint venture partners is recognized under the net and comprehensive income attributable to

noncontrolling interests on our Consolidated Statements of Comprehensive Income contained in our consolidated financial statements included elsewhere herein.

In the future, our primary financing strategy for controlling finished lots will be

through the utilization of land bank relationships.

Land bank relationships may result in a higher cost of sales, but we will not be required to share home closing gross margin with our land bank partners.

This may reduce the net and

comprehensive income attributable to noncontrolling interests and gross margin.

Availability of Mortgages;

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The majority of our homebuyers in 2022 obtained a mortgage to purchase their home.

As a result, the availability of mortgages on terms that make purchases of our homes

affordable to a broad base of consumers has a significant impact on our business.

As a result, the availability of mortgages on terms that make purchases of our homes affordable to a broad base of consumers has a significant impact on our business.

The availability and accessibility of mortgages can depend in part on current interest rates and down payment requirements, which are not within our control.

majority of our customers that obtain mortgages obtain loans that conform to the terms established by Freddie Mac and Fannie Mae.

Interest rates available to homebuyers obtaining conforming loans are driven by Freddie Mac’s and Fannie Mae’s

ability to package and sell loans in the secondary market.

The majority of our customers that obtain mortgages obtain loans that conform to the terms established by Freddie Mac and Fannie Mae.

During 2022, mortgage interest rates have sharply increased, and continue to rise.

Additionally, interest rates available to homebuyers obtaining conforming loans are driven by Freddie Mac’s and Fannie Mae’s ability to package and sell loans in the secondary market.

Disruptions in this supply chain could impact our business significantly if our homebuyers are unable to obtain mortgages on terms that are acceptable, or at all.

Costs of Building Materials and Labor

Our cost of sales includes the acquisition and finance costs of home sites or lots, municipality fees, the costs associated with obtaining building permits, materials and

labor to construct the home, interest rates for construction loans, internal and external realtor commissions and other miscellaneous closing costs.

Our cost of sales includes the acquisition and finance costs of home sites or lots, municipality fees, the costs associated with obtaining building permits, materials and labor to construct the home, interest costs for construction loans, internal and external realtor commissions and other miscellaneous closing costs.

Home site costs range from 20-30% of the average cost of a home.

Building materials range from

40-50% of the average cost to build the home, labor ranges from 30-40% of the average cost to build the home and interest, commissions and closing costs range from 4-10% of the average cost to build the home.

Building materials range from 40-50% of the average cost to build the home, labor ranges from 25-30% of the average cost to build the home, and interest, commissions and closing costs range from 5-10% of the average cost to build the home.

In general, the cost of building materials fluctuates with overall trends in the underlying prices of raw materials.

The cost of certain of our building materials, such as

lumber and oil-based products, fluctuates with market-based pricing curves.

The cost of certain of our building materials, such as lumber and oil-based products, fluctuates with market-based pricing curves.

We often obtain volume discounts and/or rebates with certain suppliers of our building materials, which in turn reduces our cost of sales.

However, increases in the cost of building materials may reduce gross margin to the extent that market conditions prevent the recovery of increased costs through higher home

sales prices.

The price changes that most significantly influence our operations are price increases in commodities, including lumber.

Significant price increases of these materials may negatively impact our cost of sales and, in turn, our net

For example, in the last 18 months, the cost of lumber has been volatile due to the U.S.

government-imposed tariffs on imports of Canadian lumber and the supply-chain disruptions caused by the closing of lumber mills in response to the

COVID-19 pandemic.

The recent increases in lumber commodity prices may result in the renewal of our lumber contracts at more expensive rates, which may significantly impact the cost to construct our homes and our business.

If the current lumber

shortage, and related pricing impacts, continue, our cost of sales and, in turn, our net income could be negatively impacted.

However, increases in the cost of building materials may reduce gross margin to the extent that market conditions prevent the recovery of increased costs through higher home sales prices.

The price changes that most significantly influence our operations are price increases in commodities.

Significant price increases of these materials may negatively impact our cost of sales and, in turn, our net income.

Housing Supply and Demand

When the supply of new homes exceeds new home demand, new home prices may generally be expected to decline.

Although the COVID-19

pandemic initially caused a sharp decline in our homebuilding business in March and April 2020, the decline was followed by a sharp increase in our sales that began in May 2020 and has continued to steadily increase.

As a result of the COVID-19

pandemic, we continue to observe an increase in demand from entry-level homebuyers, our primary customer focus, seeking to move out of apartments and into more spacious homes in anticipation of spending more time at home with remote-working

arrangements increasing in prevalence.

housing market is expected to continue to weather the COVID-19 pandemic relatively well given supply dynamics and lack of distressed home sales.

Recent job losses are more concentrated in lower

income bands, impacting apartment rentals more than for sale housing.

We expect housing market conditions to remain relatively healthy in 2022 based on the limited supply of resale homes, population growth continuing to outpace new home

construction and relatively low interest rates.

In all of our markets, we have historically experienced similar variability in our results of operations and capital requirements from quarter to quarter due to the seasonal

nature of the homebuilding industry.

The COVID-19 pandemic caused a sharp decline in our homebuilding business in March and April 2020 and was followed by a sharp increase in our sales that began in May 2020.

Elevated sales were observed through early 2022 .

As a result of the COVID-19 pandemic, we observed an increase in demand from entry-level homebuyers, our primary customer focus, seeking to move out of apartments and into more spacious homes in anticipation of spending more time at home with remote-working arrangements increasing in prevalence.

During the third and fourth quarters of 2022, housing demand was negatively impacted as rising mortgage rates created strains on affordability, and as a result, has contributed to lower net sales.

We expect housing market conditions in the majority of the markets that we construct homes to remain relatively healthy in 2023 based on the limited supply of resale homes and population growth continuing to outpace new home construction, even in the face of the rising interest rates.

In all of our markets, we have historically experienced similar variability in our results of operations and capital requirements from quarter to quarter due to the seasonal nature of the homebuilding industry.

We generally sell more homes in the first and second quarters and close more homes in our third and fourth quarters.

As a result, our revenue may fluctuate on a quarterly basis and we may have higher capital

requirements in our second, third and fourth quarters in order to maintain our inventory levels.

As a result of seasonal activity, our quarterly results of operations and financial position at the end of a particular quarter, especially our first

quarter, are not necessarily representative of the results we expect at year end.

As a result, our revenue may fluctuate on a quarterly basis and we may have higher capital requirements in our second, third and fourth quarters in order to maintain our inventory levels.

As a result of seasonal activity, our quarterly results of operations and financial position at the end of a particular quarter, especially our first quarter, are not necessarily representative of the results we expect at year end.

We expect this seasonal pattern to continue in the long term.

Factors Affecting the Comparability of Our Financial Condition and Results of Operations

Our historical financial condition and results of operations for the periods presented may not be comparable, either from period to period or going forward, as a result of

our recent acquisitions as well as the following reasons:

Our historical financial condition and results of operations for the periods presented may not be comparable, either from period to period or going forward, as a result of our recent acquisitions as well as the following reasons:

Corporate Reorganization

For information regarding our Corporate Reorganization, see “Business—Corporate Reorganization.”

Prior to the IPO and the related Corporate Reorganization, we were composed of various pass-through entities that are all treated as partnerships for federal income tax

purposes, but are subject to certain minimal taxes and fees;

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.

For information regarding the Company’s corporate reorganization, see Note 1, Nature of Business and Significant Accounting Policies to the consolidated financial statements .

Prior to the Company’s initial public offering (“IPO”), we were composed of various pass-through entities that are all treated as partnerships for federal income tax purposes, but are subject to certain minimal taxes and fees;

however, income taxes on taxable income or losses realized by our predecessor, DFH LLC, are generally the obligation of the individual members or partners.

Following the consummation of

the IPO, we became be a corporation subject to corporate-level taxes, our income taxes became dependent upon our taxable income and our net income in future periods now reflects such taxes.

We will recognize the financial statement impacts of

GAAP and tax timing differences on a quarterly basis.

See “—Results of Operations” for further clarity on the comparability differences between our current and future financial statements.

Following the consummation of the IPO, we became a corporation subject to corporate-level taxes, our income taxes became dependent upon our taxable income, and our net income since the IPO reflects such taxes.

We recognize the financial statement impacts of GAAP and tax timing differences on a quarterly basis.

Selling, General and Administrative Expense

Our selling, general and administrative expense have increased as a result of the H&H acquisition and the initial and on-going compliance costs associated with being a

public company, including certain provisions of the Sarbanes-Oxley Act and related SEC regulations, and the requirements associated with our Class A common stock being approved for listing on Nasdaq.

As a result of being a public company, we will

need to increase our operating expenses in order to pay our employees, legal counsel and accountants to assist us in, among other things, external reporting, instituting and monitoring a more comprehensive compliance and board governance

function, establishing and maintaining internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act and preparing and distributing periodic public reports in compliance with our obligations under applicable

federal securities laws.

We may need to hire additional employees to perform this compliance and reporting function.

We also recognized the acceleration of certain of our predecessor’s, DFH LLC, costs, such as capitalized debt issuance costs and

unvested stock compensation, which vested at the date of the IPO.

Our selling, general and administrative expenses have increased as a result of our acquisitions and the initial and ongoing compliance costs associated with being a public company, including certain provisions of the Sarbanes-Oxley Act and related SEC regulations, and the requirements associated with our Class A common stock listed on the NYSE.

In 2021, we also recognized the acceleration of certain of our predecessor’s, DFH LLC, costs, such as capitalized debt issuance costs and unvested stock compensation, which vested at the date of the Company’s initial public offering.

Equity Incentive Plan

To incentivize individuals providing services to us or our affiliates, the Board of Directors adopted the 2021 Equity Incentive Plan

in connection with the IPO.

stock units, stock awards, dividend equivalents, other stock-based awards, cash awards, substitute awards and performance awards.

Any individual who is our officer or employee or an officer or employee of any of our affiliates, and any other

person who provides services to us or our affiliates, including our directors, is eligible to receive awards under our 2021 Equity Incentive Plan at the discretion of our Board of Directors or the Compensation Committee of our Board of Directors.

To incentivize individuals providing services to us or our affiliates, the Board of Directors adopted the 2021 Equity Incentive Plan in connection with the IPO.

Our 2021 Equity Incentive Plan provides for the grant, from time to time, at the discretion of our Board of Directors or a committee thereof, of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents, other stock-based awards, cash awards, substitute awards and performance awards, which generally results in stock compensation expense.

Any individual who is our officer or employee or an officer or employee of any of our affiliates, and any other person who provides services to us or our affiliates, including our directors, is eligible to receive awards under our 2021 Equity Incentive Plan at the discretion of our Board of Directors or the Compensation Committee of our Board of Directors.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with GAAP.

Our critical accounting policies are those that we believe have the most significant impact to the

presentation of our financial position and results of operations and that require the most difficult, subjective or complex judgments.

In many cases, the accounting treatment of a transaction is specifically dictated by GAAP without the need for

the application of judgment.

In certain circumstances, however, the preparation of consolidated financial statements in conformity with GAAP requires us to make certain estimates, judgments and

assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during

the reporting period.

Our critical accounting policies are those that we believe have the most significant impact to the presentation of our financial position and results of operations and that require the most difficult, subjective or complex judgments.

In many cases, the accounting treatment of a transaction is specifically dictated by GAAP without the need for the application of judgment.

In certain circumstances, however, the preparation of consolidated financial statements in conformity with GAAP requires us to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period.

While our significant accounting policies are more fully described in Note 1 .

Nature of Business and Significant Accounting

Policies to our consolidated financial statements, we believe the following topics reflect our critical accounting policies and our more significant judgment and estimates used in the preparation of our consolidated financial statements.

Nature of Business and Significant Accounting Policies to our consolidated financial statements, we believe the following topics reflect our critical accounting policies and our more significant judgment and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

We recognize revenue in two ways.

In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers ,

revenues from home sales with respect to homes that we construct on homesites to which we own title are recorded at the time each home sale is closed and title and possession are transferred to the buyer.

In accordance with ASC 606, revenues from

home sales in which the buyer retains title to the homesite while we build the home are recognized based on the percentage of completion of the home construction, which is measured on a quarterly basis.

Real Estate Inventory and Cost of Home Sales

Inventories include the cost of direct land acquisition, land development, construction, capitalized interest, real estate taxes and direct overhead costs incurred related to

land acquisition and development and home construction.

We recognize revenue in two ways in accordance with Accounting Standards Codification (“ASC”) 606.

This includes revenues from home sales with respect to homes that we construct on homesites to which we own title that are recorded at the time each home sale is closed and title and possession are transferred to the buyer, as well as revenues from home sales in which the buyer retains title to the homesite while we build the home that are recognized based on the percentage of completion of the home construction, which is measured on a quarterly basis.

We determine the percentage of completion based on the number of days of construction completed to the total estimated number of days to construct the home.

Real Estate Inventory and Homebuilding Cost of Sales

Inventories include the cost of direct land acquisition, land development, construction, capitalized interest, real estate taxes and direct overhead costs incurred related to land acquisition and development and home construction.

Indirect overhead costs are charged to selling, general and administrative expense as incurred.

Land and development costs are typically allocated to individual residential lots on a pro-rata basis based on the number of lots in the development, and the costs of

residential lots are transferred to construction work in progress when home construction begins.

Sold units are expensed on a specific identification basis as cost of contract revenues earned.

Cost of contract revenues earned for homes closed

includes the specific construction costs of each home and all applicable land acquisition, land development and related costs allocated to each residential lot.

Land and development costs are typically allocated to individual residential lots on a pro-rata basis based on the number of lots in the development, and the costs of residential lots are transferred to construction work in progress when home construction begins.

Sold units are expensed on a specific identification basis as homebuilding cost of sales.

Homebuilding cost of sales for homes closed includes the specific construction costs of each home and all applicable land acquisition, land development and related costs allocated to each residential lot.

Inventories are carried at the lower of accumulated cost or net realizable value.

We periodically review the performance and outlook of our inventories for indicators of

potential impairment.

No impairments were recognized during the years ended December 31, 2021, 2020 and 2019.

We periodically review the performance and outlook of our inventories for indicators of potential impairment.

Business Combinations and Valuation of Contingent Consideration

The Company accounts for business combinations using the acquisition method.

Under ASC 805 a business combination occurs when an entity obtains control of a “business.” The

Company determines whether or not the gross assets acquired meet the definition of a business.

Under ASC 805 a business combination occurs when an entity obtains control of a “business.” The Company determines whether or not the gross assets acquired meet the definition of a business.

If they meet this criteria, the Company accounts for the transaction as a stock purchase.

If they do not meet this criteria the transaction is

accounted for as an asset purchase.

If they do not meet this criteria the transaction is accounted for as an asset purchase.

The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired.

Any goodwill that arises is tested annually for impairment.

Any gain on a

bargain purchase is recognized in profit or loss immediately.

Any gain on a bargain purchase is recognized in profit or loss immediately.

Transaction costs are expensed as incurred, except if related to the issuance of debt or equity securities.

Any contingent consideration is measured at fair value at the date of

acquisition and is based on expected cash flow of the acquisition target discounted over time using an observable market discount rate.

Any contingent consideration is measured at fair value at the date of acquisition and is based on expected cash flow of the acquisition target discounted over time using an observable market discount rate.

The Company generally utilizes outside valuation experts to determine the amount of contingent consideration.

Contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in other income or other expense on the Consolidated Statements of Comprehensive

Recent Accounting Pronouncements

Nature of Business and Significant Accounting Policies to our consolidated financial statements.

Inflation in the United States has been relatively low in recent years and did not have a material impact on our results of operations for the years ended December 31, 2021,

2020 and 2019.

Although the impact of inflation has not been significant in recent years, it is still a factor in the U.S.

economy, and we tend to experience inflationary pressure on wages and raw materials.

Our operations may be negatively

impacted by inflation due to increasing construction costs, labor, materials as well as land acquisition and financing costs.

Inflation can also result in rising mortgage interest rates, which can, in turn, substantially limit the ability of a

typical homebuyer, relying on mortgage financing, to purchase a new home.

During 2021, although there were increases in the cost of labor and materials, the costs were outpaced by price increases in homes closed, and as such, did not have a

material impact on our gross margins.

See Note 1, Nature of Business and Significant Accounting Policies, to our consolidated financial statements.

Inflation in the United States materially increased during the year ended December 31, 2022.

To combat these inflationary pressures, the Federal Reserve raised interest rates during 2022 and signaled future interest rate increases.

Our operations may be negatively impacted by inflation due to increasing construction costs, labor, materials as well as land acquisition and financing costs.

Inflation can also result in rising mortgage interest rates, which can, in turn, substantially limit the ability of a typical homebuyer, relying on mortgage financing, to purchase a new home.

During 2022, although there were increases in the cost of labor and materials, these additional costs were outpaced by price increases in homes closed, and as such, did not have a material impact on our gross margins.

Off-Balance Sheet Arrangements

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We operate an asset-light and capital-efficient lot acquisition strategy primarily through finished lot option contracts and land bank option contracts.

See “Business—Business Opportunities” for further information on these option contracts, but these contracts generally allow us 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 and, in the case of land bank option contracts, any related fees paid to the land bank partner.

have any financial guarantees or completion obligations, and we do not guarantee lot purchases on a specific performance basis under these agreements.

As of December 31, 2021, we controlled over 38,300 lots through finished lot option contracts and land bank option contracts.

Our entire risk of loss pertaining to the

aggregate purchase price of contractual commitments resulting from our non-performance under our finished lot option contracts and land bank option contracts is limited to approximately $241.4 million in lot deposits as of December 31, 2021.

addition, we have capitalized costs of $33.5 million relating to our off-balance sheet arrangements and land development due diligence.

These contracts generally allow us 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 and, in the case of land bank option contracts, any related lot option fees paid to the land bank partner, any potential performance obligations, management of the development to completion and any cost overruns relative to the project .

We do not have any financial guarantees or completion obligations, and we do not guarantee lot purchases on a specific performance basis under these agreements.

See “Business—Land Acquisition and Development Process” for further information on these option contracts.

As of December 31, 2022, we controlled 37,615 lots through finished lot option contracts and land bank option contracts.

Our entire risk of loss pertaining to the aggregate purchase price of contractual commitments resulting from our non-performance under our finished lot option contracts and land bank option contracts is limited to approximately $277 million in lot deposits as of December 31, 2022.

In addition, we have capitalized costs of $184 million relating to our off-balance sheet arrangements and land development due diligence.

Surety Bonds and Letters of Credit

We enter into letter of credit and surety bond arrangements with local municipalities, government agencies and land developers.

These arrangements relate to certain

performance-related obligations and serve as security for certain land option agreements.

At December 31, 2021, we had outstanding letters of credit and surety bonds totaling $9.9 million and $53.7 million, respectively.

We believe we will

fulfill our obligations under the related arrangements and do not anticipate any material losses under these letters of credit or surety bonds.

We enter into surety bonds and letters of credit arrangements with local municipalities, government agencies and land developers.

These arrangements relate to certain performance-related obligations and serve as security for certain land option agreements.

As of December 31, 2022, we had outstanding surety bonds and letters of credit totaling $85 million and $1 million, respectively.

We believe we will fulfill our obligations under the related arrangements and do not anticipate any material losses under these surety bonds and letters of credit.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis