|
(Exact name of registrant as specified in its charter)
|
Delaware |
001-39916
|
85-2983036
|
||
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
14701 Philips Highway,
Suite 300
Jacksonville,
Florida
|
32256
|
|
(Address of principal executive offices)
|
(Zip Code)
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
Class A Common Stock |
DFH |
|
||
(i) |
The unaudited combined balance sheet of MHI as of September 30, 2021 and the related unaudited combined statements of income, cash flows and changes in equity for the nine month periods ended September 30, 2021 and 2020, and the notes
related thereto; and
|
(ii) |
The unaudited pro forma condensed combined statement of comprehensive income for the year ended December 31, 2021, and the related notes thereto, of the Company, after giving effect to the MHI Acquisition.
|
Item 9.01 |
Financial Statements and Exhibits.
|
Number
|
Description
|
|
Unaudited combined balance sheet of MHI as of September 30, 2021 and the related unaudited combined statements of income, cash flows and changes in equity for the nine month periods ended September 30, 2021
and 2020, and the notes related thereto (filed herewith).
|
||
Unaudited pro forma condensed combined statement of comprehensive income for the year ended December 31, 2021, and the related notes thereto, of the Company, after giving effect to the MHI Acquisition (filed
herewith).
|
||
104
|
Cover Page Interactive Data File (embedded within the inline XBRL document)
|
DREAM FINDERS HOMES, INC.
|
|||
By:
|
/s/ Robert E. Riva |
||
Robert E. Riva | |||
Vice President, General Counsel and Corporate Secretary | |||
Date: March 16, 2022
|
Page(s)
|
|
Combined Balance Sheets
|
1
|
Combined Statements of Income
|
2
|
Combined Statements of Changes in Equity
|
3
|
Combined Statements of Cash Flows
|
4
|
Notes to Combined Financial Statements
|
5-18
|
September 30,
|
December 31,
|
|||||||
2021
|
2020
|
|||||||
ASSETS
|
||||||||
CASH AND CASH EQUIVALENTS (including restricted cash of $571,091 and $570,765 respectively)
|
$
|
18,649,067
|
$
|
33,318,401
|
||||
NOTES & ADVANCES RECEIVABLE—Affiliates
|
-
|
4,293,623
|
||||||
ACCOUNTS RECEIVABLE—Other
|
7,317,271
|
6,977,279
|
||||||
PREPAID EXPENSES AND OTHER ASSETS
|
50,265,393
|
40,839,610
|
||||||
RESIDENTIAL HOUSING AND OTHER INVENTORY
|
647,810,206
|
441,871,751
|
||||||
FURNITURE AND FIXTURES, net
|
3,163,142
|
4,142,039
|
||||||
TRADENAME, net
|
-
|
-
|
||||||
INVESTMENTS IN UNCONSOLIDATED ENTITIES
|
3,262,835
|
2,572,935
|
||||||
TOTAL ASSETS
|
$
|
730,467,914
|
$
|
534,015,638
|
||||
LIABILITIES AND EQUITY
|
||||||||
LIABILITIES:
|
||||||||
Trade accounts payable
|
$
|
41,466,362
|
$
|
35,008,118
|
||||
Accrued expenses and other liabilities
|
74,871,229
|
53,586,192
|
||||||
Unsecured debt
|
-
|
7,849,000
|
||||||
Secured debt agreements
|
372,690,768
|
220,732,776
|
||||||
Total liabilities
|
489,028,359
|
317,176,086
|
||||||
COMMITMENTS AND CONTINGENCIES, Notes 8 and 10
|
||||||||
EQUITY
|
241,439,555
|
216,839,552
|
||||||
Total equity
|
241,439,555
|
216,839,552
|
||||||
TOTAL LIABILITIES AND EQUITY | $ | 730,467,914 |
$ | 530,015,638 |
Nine Months Ended September 30,
|
||||||||
2021
|
2020
|
|||||||
HOME SALES REVENUE
|
$
|
596,759,573
|
$
|
635,011,816
|
||||
COST OF SALES—Homes:
|
||||||||
Direct costs
|
449,237,541
|
481,871,077
|
||||||
Indirect, selling, and closing costs
|
66,224,905
|
73,867,685
|
||||||
Total cost of sales—homes
|
515,462,446
|
555,738,762
|
||||||
GROSS PROFIT FROM HOME SALES
|
81,297,127
|
79,273,054
|
||||||
LAND SALES REVENUE
|
2,768,448
|
3,065,282
|
||||||
COST OF SALES—Land:
|
||||||||
Direct costs
|
1,263,779
|
1,787,808
|
||||||
Indirect, selling, and closing costs
|
2,498
|
16,978
|
||||||
Total cost of sales—land
|
1,266,277
|
1,804,786
|
||||||
GROSS PROFIT FROM LAND SALES
|
1,502,171
|
1,260,496
|
||||||
TOTAL GROSS PROFIT
|
82,799,298
|
80,533,550
|
||||||
OPERATING AND OTHER INCOME (EXPENSES):
|
||||||||
General and administrative
|
(35,285,334
|
)
|
(33,529,971
|
)
|
||||
Marketing
|
(5,709,756
|
)
|
(6,749,711
|
)
|
||||
Interest
|
(799,552
|
)
|
(1,901,866
|
)
|
||||
Equity in earnings of unconsolidated entities
|
334,045
|
338,028
|
||||||
Interest income
|
107,264
|
93,590
|
||||||
Other income
|
9,196,247
|
652,554
|
||||||
Total operating and other expenses, net
|
(32,157,086
|
)
|
(41,097,376
|
)
|
||||
OPERATING INCOME BEFORE INCOME TAXES
|
50,642,212
|
39,436,174
|
||||||
INCOME TAX EXPENSE
|
(773,604
|
)
|
(742,375
|
)
|
||||
NET INCOME
|
$
|
49,868,608
|
$
|
38,693,799
|
Nine Months Ended September 30, 2021 | ||||
BALANCE—December 31, 2020
|
$
|
216,839,552
|
||
Distributions
|
(25,268,605
|
)
|
||
Net income
|
49,868,608
|
|||
BALANCE—September 30, 2021
|
$
|
241,439,555
|
Nine Months Ended September 30, 2020 | ||||
BALANCE—December 31, 2019
|
$
|
200,404,139
|
||
Distributions
|
(41,008,327
|
)
|
||
Net income
|
38,693,799
|
|||
BALANCE—September 30, 2020
|
$
|
198,089,611
|
Nine Months Ended September 30,
|
||||||||
2021
|
2020
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net income
|
$
|
49,868,608
|
$
|
38,693,799
|
||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
||||||||
Depreciation and amortization
|
1,227,807
|
1,865,685
|
||||||
(Gain)/Loss on disposition of fixed assets
|
(65,687
|
)
|
(13,310
|
)
|
||||
Net equity in earnings of unconsolidated entities
|
110,104
|
(39,926
|
)
|
|||||
Forgiveness of unsecured debt
|
(7,849,000
|
)
|
-
|
|||||
Amortization of loan acquisition costs
|
1,398,817
|
1,372,721
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Notes and advances receivable, affiliates
|
4,293,623
|
4,879,470
|
||||||
Accounts receivable, other
|
(339,992
|
)
|
420,623
|
|||||
Prepaid expenses and other assets
|
(9,646,409
|
)
|
(2,528,043
|
)
|
||||
Residential housing and other inventory, net
|
(204,915,987
|
)
|
6,094,105
|
|||||
Trade accounts payable and accrued expenses
|
6,458,244
|
2,658,156
|
||||||
Accrued expenses and other liabilities
|
21,285,037
|
10,019,089
|
||||||
Net cash provided by (used in) operating activities
|
(138,174,835
|
)
|
63,422,369
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Additions to model home furniture and fixtures
|
(1,205,691
|
)
|
(1,652,413
|
)
|
||||
Contributions to investment in unconsolidated entities
|
(800,004
|
)
|
(627,104
|
)
|
||||
Net cash used in investing activities
|
(2,005,695
|
)
|
(2,279,517
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Debt proceeds
|
319,035,507
|
190,168,569
|
||||||
Debt payments
|
(167,077,515
|
)
|
(211,737,534
|
)
|
||||
Debt acquisition costs
|
(1,178,191
|
)
|
(1,327,180
|
)
|
||||
Cash distributions to partners
|
(25,268,605
|
)
|
(41,008,327
|
)
|
||||
Net cash provided by (used in) financing activities
|
125,511,196
|
(63,904,472
|
)
|
|||||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(14,669,334
|
)
|
(2,761,620
|
)
|
||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH —Beginning of period
|
33,318,401
|
24,449,807
|
||||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH —End of period
|
$
|
18,649,067
|
$
|
21,688,187
|
||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||
Cash paid for interest—net of amounts capitalized
|
$
|
604,898
|
$
|
2,393,005
|
||||
Cash paid for taxes
|
$
|
1,139,905
|
$
|
797,000
|
Note 1 - |
Organization and Description of Business
|
Note 2 - |
Capital Structure
|
Class A - |
The profits and losses of MHI Partnership, Ltd. (“MHI Ltd.”), Class A excluding Class C profits or losses, are to be
allocated 0.50% to the general partner and 99.50% to the limited partners. The profits and losses of MHI Models, Ltd. (“MHI Models”), are allocated 0.485% to the general partner and 99.515% to the limited partners. INC is the general
partner in both MHI Ltd. and MHI Models. The stockholder’s equity of INC is included in Class A and voting interests in the statement of equity.
|
Class B - |
MHI’s Class B interests were converted to Class A interests during 2013 and are no longer eligible for issuance.
|
Class C - |
The proceeds, including interest income and potential loss of principal, from 15% of the undivided interest in certain
receivables due from related-party affiliates, are allocated to Class C members. Distributions are based solely upon the collection of principal and interest from these receivables but are subject to certain terms and conditions.
|
Note 3 - |
Summary of Significant Accounting Policies
|
Note 3 - |
Summary of Significant Accounting Policies (Continued)
|
September 30,
2021
|
December 31,
2020
|
|||||||
Due under developer reimbursement agreements
|
$
|
2,728,474
|
$
|
2,469,838
|
||||
Vendor rebates receivable
|
2,059,615
|
2,510,000
|
||||||
Other receivables
|
2,529,182
|
1,997,441
|
||||||
Total accounts receivable, other
|
$
|
7,317,271
|
$
|
6,977,279
|
Note 3 - |
Summary of Significant Accounting Policies (Continued)
|
2021
|
2020
|
|||||||
Capitalized in inventory—beginning of period
|
$
|
8,146,925
|
$
|
11,529,473
|
||||
Incurred
|
8,030,893
|
9,394,799
|
||||||
Less amounts:
|
||||||||
Included in costs of sales
|
(6,141,684
|
)
|
(9,591,416
|
)
|
||||
Included in operating expenses
|
(799,552
|
)
|
(1,901,866
|
)
|
||||
Capitalized in inventory—end of period
|
$
|
9,236,582
|
$
|
9,430,990
|
Note 3 - |
Summary of Significant Accounting Policies (Continued)
|
2021
|
2020
|
|||||||
Accrued warranty liability—beginning of period
|
$
|
7,059,094
|
$
|
4,501,195
|
||||
Warranty accrual for home sales
|
2,712,857
|
4,033,415
|
||||||
Warranty payments made during the period
|
(3,757,381
|
)
|
(3,659,087
|
)
|
||||
Accrued warranty liability—end of period
|
$
|
6,014,570
|
$
|
4,875,523
|
Note 3 - |
Summary of Significant Accounting Policies (Continued)
|
2021
|
2020
|
|||||||
Production home sales
|
$
|
582,292,137
|
$
|
616,867,157
|
||||
BOYL home sales
|
14,467,436
|
18,144,659
|
||||||
Home sales revenue
|
$
|
596,759,573
|
$
|
635,011,816
|
Note 4 - |
Residential Housing and Other Inventory, Net
|
2021
|
2020
|
|||||||
Under contract:
|
||||||||
Homes completed
|
$
|
13,944,523
|
$
|
17,351,826
|
||||
Homes under construction
|
382,974,649
|
164,092,027
|
||||||
Lots owned
|
23,677,537
|
49,492,445 |
||||||
Total inventory under contract
|
420,596,709
|
230,936,298
|
||||||
Speculative units:
|
||||||||
Homes completed
|
5,956,010
|
9,997,845
|
||||||
Homes under construction
|
50,960,670
|
33,612,822
|
||||||
Lots owned
|
100,587,094
|
113,625,589
|
||||||
Total speculative units
|
157,503,774
|
157,236,256
|
||||||
Model homes:
|
||||||||
Completed
|
46,989,849
|
48,832,863
|
||||||
Under construction
|
3,469,240
|
2,309,473
|
||||||
Total model homes
|
50,459,089
|
51,142,336
|
||||||
Land:
|
||||||||
Land under development
|
-
|
1,643,199
|
||||||
Unimproved land
|
19,250,634
|
913,662
|
||||||
Total land
|
19,250,634
|
2,556,861
|
||||||
Total residential housing and other inventory
|
$
|
647,810,206
|
$
|
441,871,751
|
Note 5 - |
Accrued Expenses and Other Liabilities
|
September 30,
2021
|
December 31,
2020
|
|||||||
Warranty and legal
|
$
|
6,630,606
|
$
|
8,378,938
|
||||
Property taxes
|
4,713,960
|
4,501,845
|
||||||
Salaries, wages and bonuses
|
13,654,134
|
12,001,178
|
||||||
Customer deposits
|
37,772,026
|
20,818,016
|
||||||
Interest
|
765,813
|
571,159
|
||||||
Other
|
11,334,690
|
7,315,056
|
||||||
Total accrued and other liabilities
|
$
|
74,871,229
|
$
|
53,586,192
|
Note 6 - |
Debt Agreements
|
September 30,
2021
|
December 31,
2020
|
|||||||
Revolving credit
|
$
|
343,467,078
|
$
|
188,670,805
|
||||
Working capital ($5,000,000 maximum)
|
-
|
5,000,000
|
||||||
Unsecured debt
|
-
|
7,849,000
|
||||||
Development loans
|
7,364,614
|
-
|
||||||
Model homes
|
21,859,076
|
27,061,971
|
||||||
Total outstanding loans
|
$
|
372,690,768
|
$
|
228,581,776
|
||||
Revolving credit:
|
||||||||
Credit line maximum
|
$
|
700,000,000
|
$
|
630,349,000
|
||||
Committed loans
|
$
|
699,572,990
|
$
|
450,676,339
|
||||
Revolving credit loan availability
|
$
|
426,287,671
|
$
|
278,189,478
|
||||
Outstanding balances:
|
||||||||
Revolving credit
|
(343,467,078
|
)
|
(188,670,805
|
)
|
||||
Letters-of-credit outstanding & limitations
|
(1,770,794
|
)
|
(1,836,025
|
)
|
||||
Revolving credit available borrowing
|
$
|
81,049,799
|
$
|
87,682,648
|
||||
Interest rates as of September 30
|
2.58%–4.25
|
%
|
1.00%–4.50
|
%
|
Note 6 - |
Debt Agreements (Continued)
|
September 30,
2021
|
December 31,
2020
|
|||||||
Liquidity test (cash and available borrowing)
|
$
|
20,000,000
|
$
|
20,000,000
|
||||
Interest coverage ratio
|
2.00-2.25 to 1.00
|
2.00-2.25 to 1.00
|
||||||
Leverage ratio
|
2.75-3.50 to 1.00
|
2.75-3.50 to 1.00
|
||||||
Tangible net worth, excluding intercompany
|
$
|
120,000,000
|
$
|
119,000,000
|
||||
Maximum investment in land and lots owned
|
$
|
264,595,876
|
$
|
247,394,706
|
Note 6 - |
Debt Agreements (Continued)
|
Year Ending
December 31,
|
||||
2021
|
$
|
9,576,945
|
||
2022
|
128,985,258
|
|||
2023
|
175,922,584
|
|||
2024
|
24,663,651
|
|||
2025
|
33,542,329
|
|||
Total
|
$
|
372,690,767
|
Note 7 -
|
Investment in Unconsolidated Entities
|
September 30,
2021
|
December 31,
2020
|
|||||||
Assets
|
$
|
11,658,996
|
$
|
12,644,020
|
||||
Liabilities
|
5,152,427
|
7,728,800
|
||||||
Revenues
|
10,203,063
|
8,380,969
|
||||||
Expenses
|
9,646,629
|
7,116,080
|
Note 8 - |
Lot Purchase Contracts and Variable Interest Entities
|
Lots
|
Purchase Price
|
Earnest Money
|
||||||||||
Third parties
|
3,138
|
$
|
263,187,641
|
$
|
29,017,947
|
|||||||
Related parties
|
1,487
|
115,161,325
|
11,366,046
|
|||||||||
4,625
|
$
|
378,348,966
|
$
|
40,383,993
|
Lots
|
Purchase Price
|
Earnest Money
|
||||||||||
Third parties
|
2,212
|
$
|
192,984,238
|
$
|
26,051,956
|
|||||||
Related parties
|
1,225
|
87,884,161
|
10,761,268
|
|||||||||
3,437
|
$
|
280,868,399
|
$
|
36,813,224
|
Note 9 - |
Related Party Transactions
|
Note 10 - |
Commitments and Contingencies
|
Note 10 - |
Commitments and Contingencies (Continued)
|
Year Ending
December 31,
|
||||
2021
|
$
|
306,352
|
||
2022
|
366,123
|
|||
2023
|
336,043
|
|||
2024
|
271,538
|
|||
2025
|
265,624
|
|||
Thereafter
|
78,224
|
|||
Total
|
$
|
1,623,904
|
Note 11 - |
Employee Benefit Plan
|
Note 12 - |
Subsequent Events
|
- |
historical financial statements of the Company and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 16, 2022;
|
- |
historical financial statements of MHI as of and for the years ended December 31, 2020 and 2019, included in the Company’s Form 8-K/A filed with the SEC on December 14, 2021; and
|
- |
the unaudited financial statements of MHI as of and for the nine month period ended September 30, 2021, included in the Company’s Form 8-K/A filed with the SEC on March 16, 2022.
|
• |
The unaudited pro forma condensed combined financial information reflects the application of purchase accounting and the respective financing transaction in relation to the MHI acquisition as discussed below.
|
o |
The trade name “Coventry Homes” was valued at $8.9 million. The amortization of these adjustments is reflected in the unaudited pro forma statement of comprehensive income for the year ended December 31, 2021.
|
o |
Income tax adjustments to MHI as if it were a taxable entity as of the beginning of the period assuming the 21% Federal tax rate applicable to C Corporations, partially offset by a 1.5% 45L New Energy Efficient Home Tax Credit, plus a
5.5% State tax rate.
|
o |
Additional income from ownership interests in three joint ventures acquired by DFH from the former principal of MHI for the nine months ended September 31, 2021.
|
o |
An additional $10.4 million preferred dividend associated with the Convertible Preferred Stock (as defined below), as if the issuance had occurred on January 1, 2020.
|
o |
Issuance of 150,000 shares of newly-created Series A Convertible Preferred Stock with an initial liquidation preference of $1,000 per share and a par value $0.01 per share (the “Convertible Preferred Stock”), for an aggregate purchase
price of $150 million. The Company used the net proceeds of $148 million from the sale of the Convertible Preferred Stock to fund a portion of the MHI Acquisition. The dividend rate on this issuance is 9%. See impact of preferred stock on
diluted earnings per share within the pro forma financial information below in footnote (f).
|
Dream Finders
Homes, Inc.
|
MHI
|
Transaction
Accounting Adjustments
|
|
Dream Finders
Homes, Inc.
|
|||||||||||||
For the year ended
December 31, 2021 (As reported) |
For the nine months
ended September 30,
2021
(As reported)
|
For the nine months
ended September 30, 2021
|
|
Pro Forma
Combined |
|||||||||||||
|
|
|
|
.
|
|||||||||||||
Revenues
|
$
|
1,923,909,806
|
$
|
599,528,023
|
$
|
-
|
|
$
|
2,523,437,829
|
||||||||
Cost of sales
|
1,610,331,738
|
516,728,723
|
(17,634,402
|
)
|
(a)
|
2,109,426,059
|
|||||||||||
Selling, general and administrative expense
|
154,404,500
|
40,995,094
|
18,727,650
|
(a),(b)
|
214,127,244
|
||||||||||||
Income from equity in earnings of unconsolidated entities
|
(9,427,868
|
)
|
(334,046
|
)
|
(4,043,538
|
)
|
(c)
|
(13,805,452
|
)
|
||||||||
Gain on sale of assets
|
(87,023
|
)
|
-
|
-
|
|
(87,023
|
)
|
||||||||||
Loss on extinguishment of debt
|
711,485
|
-
|
-
|
|
711,485
|
||||||||||||
Other Income
|
|
||||||||||||||||
Other
|
(7,827,391
|
)
|
(1,454,512
|
)
|
-
|
|
(9,281,903
|
)
|
|||||||||
Paycheck Protection Program forgiveness (g)
|
(7,219,794
|
)
|
(7,849,000
|
)
|
-
|
|
(15,068,794
|
)
|
|||||||||
Other Expense
|
|
||||||||||||||||
Other
|
12,770,698
|
-
|
-
|
|
12,770,698
|
||||||||||||
Contingent consideration revaluation
|
7,532,830
|
-
|
6,446,332
|
(d)
|
13,979,162
|
||||||||||||
Interest expense
|
672,172
|
799,552
|
-
|
|
1,471,724
|
||||||||||||
Income before taxes
|
$
|
162,048,459
|
$
|
50,642,212
|
$
|
(3,496,042
|
)
|
|
$
|
209,194,630
|
|||||||
Income tax expense
|
(27,454,642
|
)
|
(773,604
|
)
|
(11,171,705
|
)
|
(e)
|
(39,399,951
|
)
|
||||||||
Net and comprehensive income
|
$
|
134,593,817
|
$
|
49,868,608
|
$
|
(14,667,747
|
)
|
|
$
|
169,794,678
|
|||||||
Net and comprehensive income attributable to non-controlling interests
|
(13,461,317
|
)
|
-
|
-
|
|
(13,461,317
|
)
|
||||||||||
Net and comprehensive income attributable to Dream Finders Homes, Inc.
|
$
|
121,132,500
|
$
|
49,868,608
|
$
|
(14,667,747
|
)
|
|
$
|
156,333,361
|
|||||||
|
|||||||||||||||||
Earnings per share
|
|
||||||||||||||||
Basic
|
$
|
1.27
|
|
$
|
1.54
|
||||||||||||
Diluted (f)
|
$
|
1.27
|
|
$
|
1.51
|
||||||||||||
Weighted-average number of shares
|
|
||||||||||||||||
Basic
|
92,521,482
|
|
92,521,482
|
||||||||||||||
Diluted
|
95,313,593
|
|
103,296,558
|
(a) |
Reflects re-classifications between MHI’s financial statement line items in order to comply with DFH’s accounting policies, including $17.6 million of indirect costs capitalized, and subsequently expensed through cost of sales for MHI’s
Financial Statements, which were reclassified from cost of sales to selling, general and administrative expense on DFH’s pro forma Financial Statements.
|
(b) |
Gives effect to the amortization of intangible asset of $1.1 million related to the trade name “Coventry Homes” included in the acquisition. The trade name is amortized over a five-year period.
|
(c) |
Represents the $4.0 million of additional income associated with ownership interests in three equity method joint ventures relating to mortgage and title services acquired by DFH from the former principal of MHI.
|
(d) |
Represents accretion of $6.4 million of contingent consideration, assuming contingent consideration had been applied as of January 1, 2020.
|
(e) |
Income tax adjustments to MHI as if it were a taxable entity as of the beginning of the period, assuming the 21% Federal tax rate applicable to C Corporations, partially offset by a 1.5% 45L New Energy Efficient Home Tax Credit, plus a
5.5% State tax rate.
|
(f) |
Gives effect of 10.8 million of preferred shares converted into common stock and the exclusion of the associated preferred dividends of $10.4 million in the diluted earnings per share calculation using the “If converted” method.
|
(g) |
The Payroll Protection Program forgiveness was included in other income in the unaudited combined statement of income for the nine month period ended September 30, 2021.
|