What changed in this filing

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Item 1. Financial Statements

2024-11-05 compared with 2024-07-30 · 86 added, 72 removed, 380 unchanged (29% of the section changed)

3 unchanged sentences

(In thousands, except share data)

June 30, December 31,

September 30, December 31,

Cash and cash equivalents $ 60,903 $ 48,978

13 unchanged sentences

COMMITMENTS AND CONTINGENCIES

Common stock, par value $ 0.01 , 250,000,000 shares authorized, 27,612,742 shares issued and 23,500,280 shares outstanding as of June 30, 2024 and 27,521,120 shares issued and 23,581,648 shares outstanding as of December 31, 2023

Common stock, par value $ 0.01 , 250,000,000 shares authorized, 27,625,950 shares issued and 23,513,488 shares outstanding as of September 30, 2024 and 27,521,120 shares issued and 23,581,648 shares outstanding as of December 31, 2023

Additional paid-in capital 334,792 321,062

Retained earnings 2,034,917 1,889,716

Treasury stock, at cost, 4,112,462 shares as of June 30, 2024 and 3,939,472 shares as of December 31, 2023

Treasury stock, at cost, 4,112,462 shares as of September 30, 2024 and 3,939,472 shares as of December 31, 2023

( 373,022 ) ( 355,022 )

5 unchanged sentences

(In thousands, except share and per share data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

32 unchanged sentences

BALANCE— June 30, 2024 27,612,742 $ 276 $ 331,246 $ 1,965,342 $ ( 373,022 ) $ 1,923,842

Net income — — — 69,575 — 69,575

Compensation expense for equity awards — — 2,256 — — 2,256

Stock issued under employee incentive plans 13,208 — 1,290 — — 1,290

BALANCE— September 30, 2024 27,625,950 $ 276 $ 334,792 $ 2,034,917 $ ( 373,022 ) $ 1,996,963

See accompanying notes to the consolidated financial statements.

14 unchanged sentences

BALANCE— June 30, 2023 27,485,513 $ 275 $ 315,174 $ 1,770,585 $ ( 355,022 ) $ 1,731,012

Net income — — — 67,042 — 67,042

Compensation expense for equity awards — — 3,123 — — 3,123

Stock issued under employee incentive plans 17,827 — 1,498 — — 1,498

BALANCE— September 30, 2023 27,503,340 $ 275 $ 319,795 $ 1,837,627 $ ( 355,022 ) $ 1,802,675

See accompanying notes to the consolidated financial statements.

2 unchanged sentences

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

Net income $ 145,201 $ 147,138

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Equity in income of unconsolidated entities ( 9,612 ) ( 8,493 )

1 unchanged sentence

Depreciation and amortization 2,280 1,780

Gain on disposal of assets — ( 1,634 )

Compensation expense for equity awards 8,926 8,586

7 unchanged sentences

Accrued expenses and other liabilities 23,597 ( 34,980 )

Net cash provided by (used in) operating activities ( 182,983 ) 92,835

Net cash used in operating activities ( 200,747 ) ( 22,675 )

Cash flows from investing activities:

11 unchanged sentences

Stock repurchase ( 18,000 ) —

Net cash provided by (used in) financing activities 188,004 ( 74,657 )

Net cash provided by financing activities 219,313 45,254

Net increase in cash and cash equivalents 11,925 14,983

15 unchanged sentences

Results for interim periods are not necessarily indicative of results to be expected for the full year.

The accompanying unaudited financial statements as of June 30, 2024, and for the three and six months ended June 30, 2024 and 2023, include the accounts of the Company and its subsidiaries.

The accompanying unaudited financial statements as of September 30, 2024, and for the three and nine months ended September 30, 2024 and 2023, include the accounts of the Company and its subsidiaries.

All intercompany balances and transactions have been eliminated in consolidation.

17 unchanged sentences

Our real estate inventory consists of the following (in thousands):

June 30, December 31,

September 30, December 31,

Land, land under development and finished lots $ 2,244,256 $ 2,099,133

11 unchanged sentences

We build and lease a number of single-family homes in select, existing communities.

During the six months ended June 30, 2024, we transferred $ 11.0 million of home assets from real estate inventory to rental properties within property and equipment, net.

During the nine months ended September 30, 2024, we transferred $ 17.4 million of home assets from real estate inventory to rental properties within property and equipment, net.

We are lessors of the homes representing these home assets.

Our leasing contracts are typically for terms of one year .

ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued and other liabilities consist of the following (in thousands):

June 30, December 31,

Land banking financing arrangements $ 58,949 $ 104,459

September 30, December 31,

Real estate inventory development and construction payable $ 66,060 $ 71,193

Accrued compensation, bonuses and benefits 17,309 22,550

Land banking financing arrangements 45,735 104,459

Taxes payable 28,904 14,694

Accrued compensation, bonuses and benefits 16,927 22,550

Warranty reserve 15,650 13,600

8 unchanged sentences

Principal payments on these financing arrangements will generally coincide with the repurchase of lot takedowns from the land banker.

We expect to complete the repurchase of all lots via takedowns associated with these transactions over the course of approximately one to three years .

We expect to complete the repurchase of all lots via takedowns associated with these transactions over the course of approximately one to two years .

Inventory Related Obligations

6 unchanged sentences

Changes to our warranty accrual are as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

5 unchanged sentences

Revolving Credit Agreement

On December 5, 2023, we entered into a Fourth Amendment to Fifth Amended and Restated Credit Agreement with several financial institutions, and Wells Fargo Bank, National Association, as administrative agent (the “Fourth Amendment”), which amended the Fifth Amended and Restated Credit Agreement, dated as of April 28, 2021, with several financial institutions, and Wells Fargo Bank, National Association, as administrative agent (as amended to date, including the Fourth Amendment, the “Credit Agreement”).

On December 5, 2023, we entered into an amendment to the Fifth Amended and Restated Credit Agreement, dated as of April 28, 2021, with several financial institutions, and Wells Fargo Bank, National Association, as administrative agent (as amended by amendments thereto dated as of February 22, 2022, April 29, 2022, April 28, 2023 and December 5, 2023, the “2023 Credit Agreement”).

The 2023 Credit Agreement provides for a $ 1.205 billion revolving credit facility, which can be increased at the request of the Company by up to $ 95.0 million, subject to the terms and conditions of the 2023 Credit Agreement.

4 unchanged sentences

The borrowing base primarily consists of a percentage of commercial land, land held for development, lots under development and finished lots held by the Company and its subsidiaries that guarantee the obligations under the 2023 Credit Agreement.

As of June 30, 2024, the borrowing base under the Credit Agreement was $ 1.9 billion, and borrowings under the Credit Agreement and the outstanding principal amount of the 2029 Senior Notes and the 2028 Senior Notes totaled approximately $ 1.5 billion, $ 29.5 million of letters of credit were outstanding and $ 354.8 million was available to borrow under the Credit Agreement.

As of September 30, 2024, the borrowing base under the 2023 Credit Agreement was $ 2.0 billion, of which the maximum available to borrow is $ 1.9 billion.

As of September 30, 2024, borrowings under the 2023 Credit Agreement and the outstanding principal amount of the 2029 Senior Notes and the 2028 Senior Notes totaled approximately $ 1.6 billion, $ 26.1 million of letters of credit were outstanding and $ 314.5 million was available to borrow under the 2023 Credit Agreement.

Borrowings under the 2023 Credit Agreement bear interest, payable monthly in arrears, at the Company’s option, at either (1) the Adjusted Term SOFR (defined as a term SOFR that is based on a fixed 1, 3 or 6 month interest period, as selected by the Company, plus a 10 , 15 or 25 basis point adjustment, respectively), which rate is subject to a 50 basis point floor, plus an applicable margin ranging from 145 basis points to 210 basis points (the “Applicable Margin”) based on the Company’s leverage ratio as determined in accordance with a pricing grid, or (2) the Base Rate (defined as a term SOFR that is based on a daily variable 1 month interest period plus a 10 basis point adjustment), subject to a 50 basis point floor, plus the Applicable Margin.

At June 30, 2024, the Applicable Margin was 1.85 %, and SOFR was 5.34 %, subject to the 0.50 % SOFR floor as included in the Credit Agreement.

At September 30, 2024, the Applicable Margin was 1.85 %, and SOFR was 4.85 %, subject to the 0.50 % SOFR floor as included in the 2023 Credit Agreement.

The 2023 Credit Agreement contains various financial covenants, including a minimum tangible net worth, a leverage ratio, a minimum liquidity amount and an EBITDA to interest expense ratio.

The 2023 Credit Agreement contains various covenants that, among other restrictions, limit the amount of our additional debt and our ability to make certain investments.

At June 30, 2024, we were in compliance with all of the covenants contained in the Credit Agreement.

At September 30, 2024, we were in compliance with all of the covenants contained in the 2023 Credit Agreement.

On October 9, 2024, we entered into a Fifth Amendment to Fifth Amended and Restated Credit Agreement with several financial institutions, and Wells Fargo Bank, National Association, as administrative agent (the “Fifth Amendment”), which amended the 2023 Credit Agreement (as so amended by the Fifth Amendment, the “Credit Agreement”).

Amendment, among other things, (a) amended the negative covenant in Section 10.1(g) of the Credit Agreement relating to housing inventory and (b) extended the maturity of the commitments of certain lenders under the Credit Agreement to April 28, 2028.

The Credit Agreement matures on April 28, 2028 with respect to $ 1.085 billion, or 90.0 %, of the $ 1.205 billion of commitments thereunder and on April 28, 2025 with respect to 10.0 % of the commitments thereunder.

The Credit Agreement otherwise has substantially similar terms and provisions to the 2023 Credit Agreement.

Senior Notes Offering

On November 21, 2023, we issued $ 400.0 million aggregate principal amount of the 2028 Senior Notes in an offering to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S.

persons in transactions outside the

United States pursuant to Regulation S (“Regulation S”) under the Securities Act.

persons in transactions outside the United States pursuant to Regulation S (“Regulation S”) under the Securities Act.

Interest on the 2028 Senior Notes accrues at a rate of 8.750 % per annum, payable semi-annually in arrears on June 15 and December 15 of each year.

7 unchanged sentences

Notes payable consist of the following (in thousands):

June 30, 2024 December 31, 2023

Notes payable under the Credit Agreement ($ 1.205 billion revolving credit facility at June 30, 2024) maturing in part on April 28, 2025 and in part on April 28, 2028;

September 30, 2024 December 31, 2023

Notes payable under the 2023 Credit Agreement ($ 1.205 billion revolving credit facility at September 30, 2024) maturing in part on April 28, 2025 and in part on April 28, 2028;

interest paid monthly at SOFR plus 1.85 %

10 unchanged sentences

Interest activity, including other financing costs, for notes payable and financing arrangements for the periods presented is as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

3 unchanged sentences

Cash paid for interest $ 23,110 $ 23,358 $ 79,925 $ 63,114

Included in interest incurred was amortization of deferred financing costs and applicable discounts for notes payable and financing arrangements of $ 4.4 million and $ 5.1 million for the three months ended June 30, 2024 and 2023, respectively, and $ 10.0 million and $ 8.2 million for the six months ended June 30, 2024 and 2023, respectively.

Included in interest incurred was amortization of deferred financing costs and applicable discounts for notes payable and financing arrangements of $ 3.1 million and $ 2.4 million for the three months ended September 30, 2024 and 2023, respectively, and $ 11.5 million and $ 10.6 million for the nine months ended September 30, 2024 and 2023, respectively.

and state income tax returns in jurisdictions with varying statutes of limitations.

The statute of limitations with regards to our federal income tax filings is three years.

The statute of limitations for our state tax jurisdictions is three to four years depending on the jurisdiction.

The statute of limitations for our state tax jurisdictions is three to

four years depending on the jurisdiction.

In the normal course of business, we are subject to tax audits in various jurisdictions, and such jurisdictions may assess additional income taxes.

1 unchanged sentence

however, audit outcomes and the timing of audit adjustments are subject to significant uncertainty.

For the three months ended June 30, 2024, our effective tax rate of 23.8 % is higher than the Federal statutory rate primarily as a result of an increase in the rate for state income taxes, net of the federal benefit, the compensation cost in excess of deductions for share-based payments, and the compensation limitation under Section 162(m) of the Internal Revenue Code, as amended, partially offset by a decrease in the rate for the federal energy efficient homes tax credits.

For the six months ended June 30, 2024, our effective tax rate of 24.4 % is higher than the Federal statutory rate primarily as a result of an increase in the rate for state income taxes, net of the federal benefit, the compensation cost in excess of deductions for share-based payments, and the compensation limitation under Section 162(m) of the Internal Revenue Code, as amended, partially offset by a decrease in the rate for the federal energy efficient homes tax credits.

Income taxes paid were $ 16.2 million and $ 59.7 million for the three months ended June 30, 2024 and 2023, respectively.

Income taxes paid were $ 28.3 million and $ 59.9 million for the six months ended June 30, 2024 and 2023, respectively.

For the three months ended September 30, 2024, our effective tax rate of 24.3 % is higher than the Federal statutory rate primarily as a result of an increase in the rate for state income taxes, net of the federal benefit, the compensation cost in excess of deductions for share-based payments, and the compensation limitation under Section 162(m) of the Internal Revenue Code, as amended.

For the nine months ended September 30, 2024, our effective tax rate of 24.3 % is higher than the Federal statutory rate primarily as a result of an increase in the rate for state income taxes, net of the federal benefit, and the compensation cost in excess of deductions for share-based payments, offset by a decrease in the rate for the federal energy efficient homes tax credits.

Income taxes paid were $ 5.2 million and $ 20.2 million for the three months ended September 30, 2024 and 2023, respectively.

Income taxes paid were $ 33.5 million and $ 80.0 million for the nine months ended September 30, 2024 and 2023, respectively.

Stock Repurchase Program

In February 2022, our Board of Directors (the “Board”) approved a $ 200.0 million increase to our previously authorized stock repurchase program, pursuant to which we may purchase up to $ 550.0 million of shares of our common stock through open market transactions, privately negotiated transactions or otherwise in accordance with applicable laws.

During the three and six months ended June 30, 2024, we repurchased 83,763 shares of our common stock for $ 8.0 million and 172,990 shares of our common stock for $ 18.0 million, respectively, to be held as treasury stock.

During the six months ended June 30, 2023, we did not repurchase any shares of our common stock.

During the three months ended September 30, 2024, we did no t repurchase any shares of our common stock.

During the nine months ended September 30, 2024, we repurchased 172,990 shares of our common stock for $ 18.0 million to be held as treasury stock.

During the three and nine months ended September 30, 2023, we did no t repurchase any shares of our common stock.

A total of 3,112,462 shares of our common stock has been repurchased since our stock repurchase program commenced.

As of June 30, 2024, we may purchase up to $ 193.5 million of shares of our common stock under our stock repurchase program.

As of September 30, 2024, we may purchase up to $ 193.5 million of shares of our common stock under our stock repurchase program.

The timing, amount and other terms and conditions of any repurchases of shares of our common stock under our stock repurchase program will be determined by our management at its discretion based on a variety of factors, including the market price of our common stock, corporate considerations, general market and economic conditions and legal requirements.

1 unchanged sentence

EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2024 and 2023:

Three Months Ended June 30, Six Months Ended June 30,

The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

12 unchanged sentences

The following table summarizes the activity of our time-vested restricted stock units (“RSUs”):

Six Months Ended June 30,

Nine Months Ended September 30,

Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value

4 unchanged sentences

Ending balance 162,755 $ 109.64 135,569 $ 113.52

We recognized $ 1.4 million and $ 1.3 million of stock-based compensation expense related to outstanding RSUs for the three months ended June 30, 2024 and 2023, respectively.

We recognized $ 2.8 million and $ 2.4 million of stock-based compensation expense related to outstanding RSUs for the six months ended June 30, 2024 and 2023, respectively.

We recognized $ 1.3 million and $ 1.2 million of stock-based compensation expense related to outstanding RSUs for the three months ended September 30, 2024 and 2023, respectively.

We recognized $ 4.1 million and $ 3.6 million of stock-based compensation expense related to outstanding RSUs for the nine months ended September 30, 2024 and 2023, respectively.

Generally, the RSUs cliff vest on the third anniversary of the grant date and can only be settled in shares of our common stock.

At June 30, 2024, we had unrecognized compensation cost of $ 9.8 million related to unvested RSUs, which is expected to be recognized over a weighted average period of 2.0 years.

At September 30, 2024, we had unrecognized compensation cost of $ 8.2 million related to unvested RSUs, which is expected to be recognized over a weighted average period of 1.9 years.

Performance-Based Restricted Stock Units

8 unchanged sentences

The PSUs can only be settled in shares of our common stock.

The following table summarizes the activity of our PSUs for the six months ended June 30, 2024:

Period Granted Performance Period Target PSUs Outstanding at December 31, 2023 Target PSUs Granted Target PSUs Forfeited Target PSUs Vested Target PSUs Outstanding at June 30, 2024 Weighted Average Grant Date Fair Value

The following table summarizes the activity of our PSUs for the nine months ended September 30, 2024:

Period Granted Performance Period Target PSUs Outstanding at December 31, 2023 Target PSUs Granted Target PSUs Forfeited Target PSUs Vested Target PSUs Outstanding at September 30, 2024 Weighted Average Grant Date Fair Value

2021 2021 - 2023 43,159 — ( 43,159 ) — $ 141.00

3 unchanged sentences

Total 178,906 70,947 ( 4,914 ) ( 43,159 ) 201,780

At June 30, 2024, management estimates that the recipients will receive approximately 100.0 %, 97.5 % and 0.0 % of the 2024, 2023 and 2022 target number of PSUs, respectively, at the end of the applicable three-year performance cycle based on projected performance compared to the target performance metrics.

We recognized $ 1.2 million and $ 0.7 million of total stock-based compensation expense related to outstanding PSUs for the three months ended June 30, 2024 and 2023, respectively.

We recognized $ 3.2 million and $ 2.3 million of total stock-based compensation expense related to outstanding PSUs for the six months ended June 30, 2024 and 2023, respectively.

At September 30, 2024, management estimates that the recipients will receive approximately 100.0 %, 86.5 % and 0.0 % of the 2024, 2023 and 2022 target number of PSUs, respectively, at the end of the applicable three-year performance cycle based on projected performance compared to the target performance metrics.

We recognized $ 0.8 million and $ 1.7 million of total stock-based compensation expense related to outstanding PSUs for the three months ended September 30, 2024 and 2023,

respectively.

We recognized $ 4.0 million of total stock-based compensation expense related to outstanding PSUs for each of the nine months ended September 30, 2024 and 2023.

The 2021 - 2023 performance period PSUs vested and issued on March 8, 2024, at 93.6 % of the target number.

At June 30, 2024, we had unrecognized compensation cost of $ 10.4 million, based on the probable amount, related to unvested PSUs, which is expected to be recognized over a weighted average period of 2.4 years.

At September 30, 2024, we had unrecognized compensation cost of $ 7.5 million, based on the probable amount, related to unvested PSUs, which is expected to be recognized over a weighted average period of 2.2 years.

PSUs granted in 2022, 2023 and 2024 are excluded from the calculation of diluted EPS as they are subject to unsatisfied performance conditions.

13 unchanged sentences

The fair value of financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and certain accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments.

As of June 30, 2024, the Credit Agreement’s carrying value approximates market value since it has a floating interest rate, which increases or decreases with market interest rates and our leverage ratio.

As of September 30, 2024, the 2023 Credit Agreement’s carrying value approximates market value since it has a floating interest rate, which increases or decreases with market interest rates and our leverage ratio.

In order to determine the fair value of each of the 2029 Senior Notes and the 2028 Senior Notes, the future contractual cash flows are discounted at our estimate of current market rates of interest, which were determined based upon the average interest rates of similar senior notes within the homebuilding industry (Level 2 measurement).

The following table below shows the level and measurement of liabilities at June 30, 2024 and December 31, 2023 (in thousands):

June 30, 2024 December 31, 2023

The following table below shows the level and measurement of liabilities at September 30, 2024 and December 31, 2023 (in thousands):

September 30, 2024 December 31, 2023

Fair Value Hierarchy Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value

20 unchanged sentences

The following is a summary of our land purchase deposits included in pre-acquisition costs and deposits (in thousands, except for lot count):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Land deposits and option payments (1)

5 unchanged sentences

(1) Includes land banking financing arrangements, see Note 2 and Note 3 for more details regarding real estate not owned.

As of June 30, 2024 and December 31, 2023, approximately $ 11.7 million and $ 11.4 million, respectively, of the land deposits are related to purchase contracts to deliver finished lots that are refundable under certain circumstances, such as feasibility or specific performance, and secured by mortgages or letters of credit or guaranteed by the seller or its affiliates.

As of September 30, 2024 and December 31, 2023, approximately $ 11.9 million and $ 11.4 million, respectively, of the land deposits are related to purchase contracts to deliver finished lots that are refundable under certain circumstances, such as feasibility or specific performance, and secured by mortgages or letters of credit or guaranteed by the seller or its affiliates.

Lease Obligations

7 unchanged sentences

As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

ROU assets, as included in other assets on the consolidated balance sheets, were $ 4.5 million and $ 4.6 million as of June 30, 2024 and December 31, 2023, respectively.

Lease obligations, as included in accrued expenses and other liabilities on the consolidated balance sheets, were $ 4.7 million and $ 4.9 million as of June 30, 2024 and December 31, 2023, respectively.

Operating lease cost, as included in general and administrative expense in our consolidated statements of operations, was $ 0.6 million for each of the three months ended June 30, 2024 and 2023.

Operating lease cost, as included in general and administrative expense in our consolidated statements of operations, was $ 1.2 million for each of the six months ended June 30, 2024 and 2023.

Cash paid for amounts included in the measurement of lease liabilities for operating leases during the six months ended June 30, 2024 and 2023 was $ 0.9 million and $ 1.0 million, respectively.

As of June 30, 2024, the weighted-average discount rate was 5.9 % and our weighted-average remaining life was 2.5 years.

We do not have any significant lease contracts that have not yet commenced at June 30, 2024.

The table below shows the future minimum payments under non-cancelable operating leases at June 30, 2024 (in thousands):

ROU assets, as included in other assets on the consolidated balance sheets, were $ 5.7 million and $ 4.6 million as of September 30, 2024 and December 31, 2023, respectively.

Lease obligations, as included in accrued expenses and other liabilities on the consolidated balance sheets, were $ 6.1 million and $ 4.9 million as of September 30, 2024 and December 31, 2023, respectively.

Operating lease cost, as included in general and administrative expense in our consolidated statements of operations, was $ 0.6 million and $ 0.7 million for the three months ended September 30, 2024 and 2023, respectively.

Operating lease cost, as included in general and administrative expense in our consolidated statements of operations, was $ 1.8 million and $ 1.9 million for the nine months ended September 30, 2024 and 2023, respectively.

Cash paid for amounts included in the measurement of lease liabilities for operating leases was $ 1.4 million for each of the nine months ended September 30, 2024 and 2023.

As of September 30, 2024, the weighted-average discount rate was 5.9 % and our weighted-average remaining life was 2.2 years.

We do not have any significant lease contracts that have not yet commenced at September 30, 2024.

The table below shows the future minimum payments under non-cancelable operating leases at September 30, 2024 (in thousands):

Year Ending December 31, Operating leases

3 unchanged sentences

Bonding and Letters of Credit

We have outstanding letters of credit and performance and surety bonds totaling $ 371.2 million (including $ 29.5 million of letters of credit issued under the Credit Agreement) and $ 357.0 million (including $ 28.1 million of letters of credit issued

under the Credit Agreement) at June 30, 2024 and December 31, 2023, respectively, related to our obligations for site improvements at various projects.

We have outstanding letters of credit and performance and surety bonds totaling $ 376.3 million (including $ 26.1 million of letters of credit issued under the 2023 Credit Agreement) and $ 357.0 million (including $ 28.1 million of letters of credit issued under the 2023 Credit Agreement) at September 30, 2024 and December 31, 2023, respectively, related to our obligations for site improvements at various projects.

Management does not believe that draws upon the letters of credit, surety bonds or financial guarantees if any, will have a material effect on our consolidated financial position, results of operations or cash flows.

Investment in Unconsolidated Entities

As of June 30, 2024, we had one equity-method land joint venture and two additional joint ventures engaged in mortgage and insurance activities that primarily provide services to our homebuyers.

As of June 30, 2024 and December 31, 2023, we have a total of $ 23.5 million and $ 21.5 million, respectively, within other assets on the balance sheet relating to our investment in joint ventures associated with our operations.

As of September 30, 2024, we had two equity-method real estate joint ventures and two additional joint ventures engaged in mortgage and insurance activities that primarily provide services to our homebuyers.

As of September 30, 2024 and December 31, 2023, we have a total of $ 25.5 million and $ 21.5 million, respectively, within other assets on the balance sheet relating to our investment in joint ventures associated with our operations.

Contributions into the unconsolidated entities are for the use of investing in certain real estate transactions and residential mortgage services, respectively.

Income associated with our investment in unconsolidated entities during the three and six months ended June 30, 2024 was $ 3.0 million and $ 5.0 million, respectively.

Income associated with our investment in unconsolidated entities during the three and six months ended June 30, 2023 was $ 2.9 million and $ 5.3 million, respectively.

Income associated with our investment in unconsolidated entities during the three and nine months ended September 30, 2024 was $ 4.6 million and $ 9.6 million, respectively.

Income associated with our investment in unconsolidated entities during the three and nine months ended September 30, 2023 was $ 3.2 million and $ 8.5 million, respectively.

Home Sales Revenues

1 unchanged sentence

The following table presents our home sales revenues disaggregated by revenue stream (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

6 unchanged sentences

We operate one principal homebuilding business that is organized and reports by division.

We have seven operating segments (our Central, Midwest, Southeast, Mid-Atlantic, Northwest, West, and Florida divisions) that we aggregate into five qualifying reportable segments at June 30, 2024:

We have seven operating segments (our Central, Midwest, Southeast, Mid-Atlantic, Northwest, West, and Florida divisions) that we aggregate into five qualifying reportable segments at September 30, 2024:

our Central, Southeast, Northwest, West, and Florida divisions.

These segments reflect the way the Company evaluates its business performance and manages its operations.

These segments reflect the way we evaluate our business performance and manage our operations.

In accordance with ASC 280, Segment Reporting , operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision-makers (“CODMs”) in deciding how to allocate resources and in assessing performance.

5 unchanged sentences

Financial information relating to our reportable segments is as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

16 unchanged sentences

Actual warranty expenses are reflected within the reportable segments.

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Central $ 1,110,352 $ 1,026,303

6 unchanged sentences

Total assets $ 3,825,833 $ 3,407,851

(1) The Corporate balance consists primarily of cash and investments in unconsolidated entities.

(1) The Corporate balance consists primarily of forward commitments and investments in unconsolidated entities.

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-Q

Item 1. Financial Statements