What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-11-19 compared with 2023-11-17 · 54 added, 54 removed, 217 unchanged (33% of the section changed)

11 unchanged sentences

Of our 57,800 owned lots, approximately 21,000 lots are under contract to be sold for an aggregate remaining sales price of approximately $1.9 billion.

We have expanded and diversified our lot development operations across 54 markets in 22 states by investing available capital into our existing markets and by entering new markets.

We have expanded and diversified our lot development operations across 59 markets in 24 states.

We believe our geographically diverse operations provide a strong platform for us to consolidate market share in the highly fragmented lot development industry.

17 unchanged sentences

In connection with the merger, we entered into certain agreements with D.R.

Horton including a Stockholder’s Agreement, a Master Supply Agreement and a Shared Services Agreement.

Horton including a Stockholder’s Agreement (as amended, the "Stockholder's Agreement"), a Master Supply Agreement and a Shared Services Agreement.

Under the terms of the Master Supply Agreement, we supply finished lots to D.R.

4 unchanged sentences

State Market State Market

Alabama Birmingham Minnesota Minneapolis/St.

Mobile/Baldwin County Nevada Las Vegas

Tuscaloosa Reno

Arizona Phoenix New Jersey Southern New Jersey

New Mexico Santa Fe

California Riverside County

North Carolina Asheville

Colorado Denver Charlotte

Fort Collins Greensboro

Florida Fort Myers/Naples Raleigh-Durham

Gainesville Wilmington

Lakeland Ohio Columbus

Melbourne Cincinnati

Miami/Fort Lauderdale

Ocala Pennsylvania Philadelphia

Pensacola South Carolina Charleston

Lucie Greenville/Spartanburg

Tampa/Sarasota Hilton Head

Volusia County

West Palm Beach Tennessee Nashville

Georgia Atlanta Texas Austin

Augusta Dallas

Savannah Fort Worth

Illinois Chicago San Antonio

Indiana Indianapolis Washington Seattle/Tacoma/Everett

Iowa Des Moines West Virginia Eastern West Virginia

Alabama Baldwin County

New Jersey Southern New Jersey

Huntsville New Mexico Albuquerque

Tuscaloosa North Carolina Asheville

Arizona Phoenix Greensboro

Tucson Greenville

Raleigh-Durham

California Riverside County Wilmington

Ohio Columbus

Colorado Denver

Fort Collins Oregon Bend

Florida Fort Myers/Naples Pennsylvania Philadelphia

Jacksonville South Carolina Charleston

Lakeland Greenville/Spartanburg

Melbourne Hilton Head

Miami/Fort Lauderdale Myrtle Beach

Orlando Tennessee Nashville

Lucie Texas Austin

Tampa/Sarasota Dallas

Volusia County Fort Worth

Georgia Atlanta San Antonio

Savannah Utah Salt Lake City

Illinois Chicago Virginia

Northern Virginia

Indiana Indianapolis Virginia Beach

Maryland Suburban Washington, D.C.

Washington Seattle/Tacoma/Everett

Minnesota Minneapolis/St.

Paul West Virginia Eastern West Virginia

Nevada Las Vegas

When evaluating new or existing markets for purposes of capital allocation, we consider local, market-specific factors, including, among others:

2 unchanged sentences

• housing demand and affordability;

• availability of land and lots in desirable locations on acceptable terms;

• availability of land and lots in desirable locations at acceptable terms;

• land entitlement and development processes;

25 unchanged sentences

• review and approval of business plans and budgets;

• review, approval and funding of land and lot acquisitions (Board of Directors must approve acquisitions greater than $20 million in accordance with the Stockholder's Agreement);

• review, approval and funding of land and lot acquisitions (Board of Directors must approve certain acquisitions as provided in our certificate of incorporation and the Stockholder's Agreement);

• environmental assessments of land and lot acquisitions;

9 unchanged sentences

• finance and treasury;

• risk and insurance;

• information technology;

14 unchanged sentences

Horton owns less than 25% of our voting shares.

We have a Stockholder's Agreement with D.R.

Horton which defines D.R.

Horton’s right to nominate members to our Board, requires D.R.

Horton’s consent for certain transactions and establishes an investment committee.

Horton has the right to nominate our Board members commensurate with its equity ownership.

Our Stockholder's Agreement with D.R.

Horton and our certificate of incorporation define D.R.

Horton’s right to nominate members to our Board, require D.R.

Horton’s consent for certain transactions and establish an investment committee, which is authorized to approve certain new investments.

Horton has the right to nominate a number of our Board members commensurate with its equity ownership.

As long as D .R.

4 unchanged sentences

(ii) incur, assume, refinance or guarantee debt that would increase our total leverage to greater than 40%;

(iii) select, terminate, remove or change compensation arrangements for the Executive Chairman, Chief Executive Officer, Chief Financial Officer and other key senior management;

and (iv) make an acquisition or investment greater than $20 million.

The Stockholder’s Agreement also establishes an investment committee to approve new investments up to $20 million.

(iii) select, terminate, remove or change compensation arrangements for the Executive Chairman, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and other key senior management;

and (iv) make certain acquisitions or investments.

Land/Lot Acquisition and Inventory Management

20 unchanged sentences

Generally, the materials used in our operations have been readily available from numerous sources.

In fiscal 2022, we experienced supply chain constraints including increases in the prices of materials, shortages of skilled labor and delays in municipal approvals and inspections, which caused delays in developing and the realization of revenues and increases in cost of revenues.

In fiscal 2023, these supply chain constraints have eased in the majority of our markets.

The cost and availability of certain materials, especially steel, transformers, concrete, and petroleum-based materials, is influenced by changes in local and global commodity prices and capacity as well as government regulation, such as government-imposed tariffs or trade restrictions on supplies such as steel.

1 unchanged sentence

We are subject to governmental regulations that affect our land development operations.

In fiscal 2022 and 2023, municipalities and other government agencies were frequently delayed in granting the proper approvals to us, which delayed our development activities in certain markets.

In recent years, municipalities and other government agencies were frequently delayed in granting the proper approvals to us, which delayed our development activities in certain markets.

In select situations, we contract with D.R.

24 unchanged sentences

We have the right to either retain or refund customer deposits on canceled lot purchase contracts, depending upon the applicable provisions of the contract or other circumstances.

The length of time between the signing of a lot sales contract and delivery of the lot to the customer (closing) is generally from three to twelve months.

The length of time between the signing of a lot sales contract and delivery of the lot to the customer (closing) is generally from three to eighteen months.

At September 30, 2024, our lots owned included approximately 21,000 lots (36%) that were under contract to be sold, of which approximately 20,500 lots are under contract to D.R.

Although the growth of our business and significant changes in market conditions have impacted our seasonal patterns in the past and could do so again in the future, we generally deliver more lots and generate greater revenues and pre-tax income in the fourth quarter of our fiscal year.

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

Human Capital Resources

23 unchanged sentences

We also offer our employees a broad range of benefits, including paid vacation, holidays, sick time and parental leave;

medical, dental and vision healthcare insurance and life insurance and disability coverage.

We are committed to supporting our employees in their health, wellness and financial planning goals.

Additional benefits offered include a 401(k) savings plan, employee stock purchase plan and access to professional resources to support employees with their mental and physical health, financial planning, identify theft protection and legal needs.

medical, dental and vision healthcare insurance;

and life insurance and disability coverage.

We are committed to supporting our employees in their health, wellness and financial planning goals.

3 unchanged sentences

The safety and well-being of our employees are our first priority.

We take workplace safety seriously at our construction sites and in our offices.

We take workplace safety seriously at our development sites and in our offices.

Our organization strives for a zero-incident safety culture and full compliance with safety regulations.

We provide certification training to our field personnel through an Occupational Safety and Health Administration authorized third-party vendor.

we provide our teams with an abundance of safety resources, including safety checklists, policies, procedures, and best practices;

and we communicate with all of our employees through a monthly safety newsletter to inform and reinforce our commitment to and concern for their well-being.

We also require certain personal protective equipment, such as hard hats, high visibility safety wear and hearing and eye protection to be worn in certain circumstances at our active development sites.

Additionally, because substantially all of our land development work is performed by subcontractors, we require that our subcontractors maintain safety programs.

We also provide our teams with many safety resources, including safety checklists, policies, procedures, and best practices, and we communicate with all of our employees through a monthly safety newsletter to inform and reinforce our commitment to and concern for their well-being.

We also require personal protective equipment, such as hard hats, high visibility safety wear and hearing and eye protection to be worn in certain circumstances at our active development sites.

Additionally, because substantially all of our land development work is performed by subcontractors, we require that our subcontractors maintain safety programs as well.

Governmental Regulation and Environmental Matters

2 unchanged sentences

These include zoning, permitting, density and development requirements, and building, environmental, advertising, labor and real estate sales rules and regulations.

These regulations and requirements substantially affect all aspects of our land development and sales processes in varying degrees across our markets.

These regulations and requirements affect substantially all aspects of our land development and sales processes in varying degrees across our markets.

Our properties are subject to inspection and approval by local authorities where required and may be subject to various assessments for schools, parks, streets, utilities and other public improvements.

We may experience delays in receiving the proper approvals from local authorities that could delay our anticipated development activities in certain projects.

Our land development activities are also subject to an extensive array of local, state and federal statutes, ordinances, rules and regulations concerning protecting health, safety and the environment.

Our land development activities are also subject to an extensive array of local, state and federal statutes, ordinances, rules and regulations concerning the protection of health, safety and the environment.

The particular compliance requirements for each site vary greatly according to location, environmental condition and the present and former uses of the site and adjoining properties.

1 unchanged sentence

Additionally, our compliance with such regulations has not had, nor is it expected to have, a material adverse effect on our consolidated financial position, results of operations or cash flows.

However, changes in regulations could increase our costs to comply with such regulations, as discussed in “Item 1A.

However, changes in regulations, such as the climate-related disclosure legislation recently enacted by the State of California and the climate-related disclosure rules adopted by the SEC, which are currently under judicial review, could increase our costs to comply with such regulations, as discussed in "Item 1A.

Risk Factors."

21 unchanged sentences

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 1. Business