D.R. Horton 10-Q 2022-06-30
Filed 2022-07-22. 6 sections, 260K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| (Mark One) | |||||
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2022
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period From To
Commission File Number: 1-14122

D.R. Horton, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 75-2386963 | ||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1341 Horton Circle
Arlington, Texas 76011
(Address of principal executive offices) (Zip code)
(817) 390-8200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
| Common Stock, par value $.01 per share | DHI | New York Stock Exchange | ||||||||||||
| 5.750% Senior Notes due 2023 | DHI 23A | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ý | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
As of July 19, 2022, there were 347,481,487 shares of the registrant’s common stock, par value $.01 per share, outstanding.
D.R. HORTON, INC. AND SUBSIDIARIES
FORM 10-Q
INDEX
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
D.R. HORTON, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| June 30, 2022 | September 30, 2021 | ||||||||||
| (In millions) (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | 1,655.7 | $ | 3,210.4 | |||||||
| Restricted cash | 28.6 | 26.8 | |||||||||
| Total cash, cash equivalents and restricted cash | 1,684.3 | 3,237.2 | |||||||||
| Inventories: | |||||||||||
| Construction in progress and finished homes | 10,803.1 | 7,739.2 | |||||||||
| Residential land and lots — developed and under development | 8,787.6 | 7,781.8 | |||||||||
| Land held for development | 124.5 | 110.9 | |||||||||
| Land held for sale | 32.7 | 25.4 | |||||||||
| Rental properties | 1,951.0 | 821.8 | |||||||||
| Total inventory | 21,698.9 | 16,479.1 | |||||||||
| Mortgage loans held for sale | 2,082.5 | 2,027.3 | |||||||||
| Deferred income taxes, net of valuation allowance of $20.3 million and $4.2 million at June 30, 2022 and September 30, 2021, respectively | 157.4 | 155.3 | |||||||||
| Property and equipment, net | 481.3 | 392.9 | |||||||||
| Other assets | 2,602.0 | 1,560.6 | |||||||||
| Goodwill | 163.5 | 163.5 | |||||||||
| Total assets | $ | 28,869.9 | $ | 24,015.9 | |||||||
| LIABILITIES | |||||||||||
| Accounts payable | $ | 1,507.3 | $ | 1,177.0 | |||||||
| Accrued expenses and other liabilities | 2,951.9 | 2,210.3 | |||||||||
| Notes payable | 5,975.2 | 5,412.4 | |||||||||
| Total liabilities | 10,434.4 | 8,799.7 | |||||||||
| Commitments and contingencies (Note K) | |||||||||||
| EQUITY | |||||||||||
| Preferred stock, $.10 par value, 30,000,000 shares authorized, no shares issued | — | — | |||||||||
| Common stock, $.01 par value, 1,000,000,000 shares authorized, 399,040,704 shares issued and 347,377,037 shares outstanding at June 30, 2022 and 397,190,100 shares issued and 356,015,843 shares outstanding at September 30, 2021 | 4.0 | 4.0 | |||||||||
| Additional paid-in capital | 3,317.7 | 3,274.8 | |||||||||
| Retained earnings | 17,631.6 | 13,644.3 | |||||||||
| Treasury stock, 51,663,667 shares and 41,174,257 shares at June 30, 2022 and September 30, 2021, respectively, at cost | (2,890.8) | (2,036.6) | |||||||||
| Stockholders’ equity | 18,062.5 | 14,886.5 | |||||||||
| Noncontrolling interests | 373.0 | 329.7 | |||||||||
| Total equity | 18,435.5 | 15,216.2 | |||||||||
| Total liabilities and equity | $ | 28,869.9 | $ | 24,015.9 |
See accompanying notes to consolidated financial statements.
D.R. HORTON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (In millions, except per share data) (Unaudited) | |||||||||||||||||||||||
| Revenues | $ | 8,788.1 | $ | 7,284.6 | $ | 23,840.6 | $ | 19,664.9 | |||||||||||||||
| Cost of sales | 5,879.3 | 5,212.6 | 16,214.9 | 14,196.0 | |||||||||||||||||||
| Selling, general and administrative expense | 740.6 | 655.7 | 2,101.6 | 1,863.2 | |||||||||||||||||||
| Gain on sale of assets | — | — | — | (14.0) | |||||||||||||||||||
| Loss on extinguishment of debt | — | 18.1 | — | 18.1 | |||||||||||||||||||
| Other (income) expense | (15.1) | (17.4) | (39.8) | (28.2) | |||||||||||||||||||
| Income before income taxes | 2,183.3 | 1,415.6 | 5,563.9 | 3,629.8 | |||||||||||||||||||
| Income tax expense | 524.0 | 299.1 | 1,316.5 | 784.1 | |||||||||||||||||||
| Net income | 1,659.3 | 1,116.5 | 4,247.4 | 2,845.7 | |||||||||||||||||||
| Net income attributable to noncontrolling interests | 11.5 | 1.0 | 21.7 | 8.9 | |||||||||||||||||||
| Net income attributable to D.R. Horton, Inc. | $ | 1,647.8 | $ | 1,115.5 | $ | 4,225.7 | $ | 2,836.8 | |||||||||||||||
| Basic net income per common share attributable to D.R. Horton, Inc. | $ | 4.70 | $ | 3.10 | $ | 11.96 | $ | 7.83 | |||||||||||||||
| Weighted average number of common shares | 350.8 | 359.7 | 353.3 | 362.2 | |||||||||||||||||||
| Diluted net income per common share attributable to D.R. Horton, Inc. | $ | 4.67 | $ | 3.06 | $ | 11.85 | $ | 7.73 | |||||||||||||||
| Adjusted weighted average number of common shares | 353.1 | 364.0 | 356.5 | 367.1 |
See accompanying notes to consolidated financial statements.
D.R. HORTON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF TOTAL EQUITY
| Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Non-controlling Interests | Total Equity | ||||||||||||||||||||||||||||||
| (In millions, except common stock share data) (Unaudited) | |||||||||||||||||||||||||||||||||||
| Balances at September 30, 2021 (356,015,843 shares) | $ | 4.0 | $ | 3,274.8 | $ | 13,644.3 | $ | (2,036.6) | $ | 329.7 | $ | 15,216.2 | |||||||||||||||||||||||
| Net income | — | — | 1,141.6 | — | 4.2 | 1,145.8 | |||||||||||||||||||||||||||||
| Exercise of stock options (244,182 shares) | — | 5.8 | — | — | — | 5.8 | |||||||||||||||||||||||||||||
| Stock issued under employee benefit plans (727,813 shares) | — | 11.4 | — | — | — | 11.4 | |||||||||||||||||||||||||||||
| Cash paid for shares withheld for taxes | — | (33.0) | — | — | — | (33.0) | |||||||||||||||||||||||||||||
| Stock-based compensation expense | — | 23.7 | — | — | — | 23.7 | |||||||||||||||||||||||||||||
| Cash dividends declared ($0.225 per share) | — | — | (80.1) |
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Item 2. 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 our consolidated financial statements and related notes included in this quarterly report and with our annual report on Form 10-K for the fiscal year ended September 30, 2021. Some of the information contained in this discussion and analysis constitutes forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those described in the “Forward-Looking Statements” section following this discussion.
BUSINESS
D.R. Horton, Inc. is the largest homebuilding company in the United States as measured by number of homes closed. We construct and sell homes through our operating divisions in 105 markets across 33 states, primarily under the names of D.R. Horton, America’s Builder, Emerald Homes, Express Homes and Freedom Homes. Our common stock is included in the S&P 500 Index and listed on the New York Stock Exchange under the ticker symbol “DHI.” Unless the context otherwise requires, the terms “D.R. Horton,” the “Company,” “we” and “our” used herein refer to D.R. Horton, Inc., a Delaware corporation, and its predecessors and subsidiaries.
Our business operations consist of homebuilding, a majority-owned residential lot development company, financial services, rental and other activities. Our homebuilding operations are our core business and primarily include the construction and sale of single-family homes with sales prices generally ranging from $200,000 to more than $1,000,000, with an average closing price of $377,800 during the nine months ended June 30, 2022. Approximately 91% of our home sales revenue in the nine months ended June 30, 2022 was generated from the sale of single-family detached homes, with the remainder from the sale of attached homes, such as townhomes, duplexes and triplexes.
Our position as the most geographically diverse and largest volume homebuilder in the United States provides a strong platform for us to compete for new home sales. Our product offerings include a broad range of homes for entry-level, move-up, active adult and luxury buyers. Our entry-level homes at affordable price points have experienced strong demand from homebuyers, as this segment of the new home market remains under-served, with low inventory levels relative to demand.
At June 30, 2022, we owned 63% of the outstanding shares of Forestar Group Inc. (Forestar), a publicly traded residential lot development company listed on the New York Stock Exchange under the ticker symbol “FOR.” Forestar is a key part of our homebuilding strategy to enhance operational and capital efficiency and returns by expanding relationships with land developers and increasing the portion of our land and lot position controlled through land purchase contracts. Forestar has made significant investments in land acquisition and development over the last few years to expand its business across our homebuilding operating footprint.
Our financial services operations provide mortgage financing and title agency services to homebuyers in many of our homebuilding markets. DHI Mortgage, our wholly-owned subsidiary, provides mortgage financing services primarily to our homebuyers and sells substantially all of the mortgages it originates and the related servicing rights to third-party purchasers. DHI Mortgage originates loans in accordance with purchaser guidelines and sells substantially all of its mortgage production after origination. Our wholly-owned subsidiary title companies serve as title insurance agents by providing title insurance policies, examination, underwriting and closing services, primarily related to our homebuilding transactions.
Our rental segment consists of multi-family and single-family rental operations. The multi-family rental operations develop, construct, lease and sell residential rental properties. The single-family rental operations primarily construct and lease single-family homes and then market each community for a bulk sale of rental homes.
In addition to our homebuilding, Forestar, financial services and rental operations, we engage in other business activities through our subsidiaries. We conduct insurance-related operations, own water rights and other water-related assets, own non-residential real estate including ranch land and improvements and own and operate energy-related assets. The results of these operations are immaterial for separate reporting and therefore are grouped together and presented as other.
OVERVIEW
During the nine months ended June 30, 2022, our number of homes closed decreased 1%, while our home sales revenues increased 19% compared to the prior year period. Our consolidated revenues increased 21% to $23.8 billion compared to $19.7 billion in the prior year period. Our pre-tax income was $5.6 billion in the nine months ended June 30, 2022 compared to $3.6 billion in the prior year period, and our pre-tax operating margin was 23.3% compared to 18.5%. Net income was $4.2 billion in the nine months ended June 30, 2022 compared to $2.8 billion in the prior year period, and our diluted earnings per share was $11.85 compared to $7.73.
In the trailing twelve months ended June 30, 2022, our return on equity (ROE) was 35.1% compared to 29.5% in the prior year period, and our homebuilding return on inventory (ROI) was 41.7% compared to 34.9%. ROE is calculated as net income attributable to D.R. Horton for the trailing twelve months divided by average stockholders’ equity, where average stockholders’ equity is the sum of ending stockholders’ equity balances of the trailing five quarters divided by five. Homebuilding ROI is calculated as homebuilding pre-tax income for the trailing twelve months divided by average inventory, where average inventory is the sum of ending homebuilding inventory balances for the trailing five quarters divided by five.
During the first half of fiscal 2022 and for most of the third quarter, demand for our homes remained strong. The supply of homes at affordable price points remains limited across most of our markets, and disruptions in the supply chains for certain building materials and tightness in the labor market have caused our construction cycle to lengthen. In June 2022, we began to see a moderation in housing demand as mortgage interest rates increased substantially and inflationary pressures remained elevated. Although these pressures may persist for some time, we believe we are well-positioned to meet these changing market conditions with our affordable product offerings and lot supply, and we will manage our homes in inventory based on the level of homebuyer demand.
Within our homebuilding land and lot portfolio, our lots controlled through purchase contracts represent 78% of the lots owned and controlled at June 30, 2022 compared to 76% at both September 30, 2021 and June 30, 2021. Our relationship with Forestar and expanded relationships with other land developers across the country have allowed us to continue to increase the controlled portion of our lot pipeline.
We believe our strong balance sheet and liquidity position provide us with the flexibility to operate effectively through changing economic conditions. We plan to continue to generate strong cash flows from our homebuilding operations and manage our product offerings, incentives, home pricing, sales pace and inventory levels to optimize the return on our inventory investments in each of our communities based on local housing market conditions.
STRATEGY
Our operating strategy focuses on enhancing long-term value to our shareholders by leveraging our financial and competitive position to maximize the returns on our inventory investments and generate strong profitability and cash flows, while managing risk a
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to interest rate risk on our long-term debt. We monitor our exposure to changes in interest rates and utilize both fixed and variable rate debt. For fixed rate debt, changes in interest rates generally affect the fair value of the debt instrument, but not our earnings or cash flows. Conversely, for variable rate debt, changes in interest rates generally do not impact the fair value of the debt instrument, but may affect our future earnings and cash flows. Except in very limited circumstances, we do not have an obligation to prepay fixed-rate debt prior to maturity and, as a result, interest rate risk and changes in fair value would not have a significant impact on our cash flows related to our fixed-rate debt until such time as we are required to refinance, repurchase or repay such debt.
We are exposed to interest rate risk associated with our mortgage loan origination services. We manage interest rate risk through the use of forward sales of mortgage-backed securities (MBS), which are referred to as “hedging instruments” in the following discussion. We do not enter into or hold derivatives for trading or speculative purposes.
Interest rate lock commitments (IRLCs) are extended to borrowers who have applied for loan funding and who meet defined credit and underwriting criteria. Typically, the IRLCs have a duration of less than six months. Some IRLCs are committed immediately to a specific purchaser through the use of best-efforts whole loan delivery commitments, while other IRLCs are funded prior to being committed to third-party purchasers. The hedging instruments related to IRLCs are classified and accounted for as derivative instruments in an economic hedge, with gains and losses recognized in revenues in the consolidated statements of operations. Hedging instruments related to funded, uncommitted loans are accounted for at fair value, with changes recognized in revenues in the consolidated statements of operations, along with changes in the fair value of the funded, uncommitted loans. The fair value change related to the hedging instruments generally offsets the fair value change in the uncommitted loans. The net fair value change, which for the three and nine months ended June 30, 2022 and 2021 was not significant, is recognized in current earnings. At June 30, 2022, hedging instruments used to mitigate interest rate risk related to uncommitted mortgage loans held for sale and uncommitted IRLCs totaled a notional amount of $7.0 billion. Uncommitted IRLCs totaled a notional amount of approximately $6.1 billion and uncommitted mortgage loans held for sale totaled a notional amount of approximately $1.2 billion at June 30, 2022.
We also use hedging instruments as part of a program to offer below market interest rate financing to our homebuyers. At June 30, 2022 and September 30, 2021, we had MBS totaling $2.0 billion and $834.6 million, respectively, that did not yet have IRLCs or closed loans created or assigned and recorded a liability of $1.4 million and an asset of $1.1 million, respectively, for the fair value of such MBS position.
The following table sets forth principal cash flows by scheduled maturity, effective weighted average interest rates and estimated fair value of our debt obligations as of June 30, 2022. Because the mortgage repurchase facility is effectively secured by certain mortgage loans held for sale that are typically sold within 60 days, its outstanding balance is included in the most current period presented. The interest rate for our variable rate debt represents the weighted average interest rate in effect at June 30, 2022.
| Three Months Ending September 30, 2022 | Fiscal Year Ending September 30, | Fair Value at June 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2024 | 2025 | 2026 | 2027 | Thereafter | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fixed rate | $437.9 | $764.6 | $12.9 | $500.4 | $900.4 | $600.4 | $800.0 | $4,016.6 | $3,707.8 | |||||||||||||||||||||||||||||||||||||||||||||||
| Average interest rate | 4.3% | 5.3% | 4.0% | 2.7% | 3.4% | 1.5% | 3.0% | 3.4% | ||||||||||||||||||||||||||||||||||||||||||||||||
| Variable rate | $1,405.7 | $— | $— | $— | $575.0 | $— | $— | $1,980.7 | $1,980.7 | |||||||||||||||||||||||||||||||||||||||||||||||
| Average interest rate | 3.3% | —% | —% | —% | 4.2% | —% | —% | 3.6% |
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures as of June 30, 2022 were effective in providing reasonable assurance that information required to be disclosed in the reports the Company files, furnishes, submits or otherwise provides the SEC under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed in reports filed by the Company under the Exchange Act is accumulated and communicated to the Company’s management, including the CEO and CFO, in such a manner as to allow timely decisions regarding the required disclosure.
There have been no changes in the Company’s internal controls over financial reporting during the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved in lawsuits and other contingencies in the ordinary course of business. While the outcome of such contingencies cannot be predicted with certainty, we believe that the liabilities arising from these matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, to the extent the liability arising from the ultimate resolution of any matter exceeds our estimates reflected in the recorded reserves relating to such matter, we could incur additional charges that could be significant.
With respect to administrative or judicial proceedings involving the environment, we have determined that we will disclose any such proceeding if we reasonably believe such proceeding will result in monetary sanctions, exclusive of interest and costs, at or in excess of $1 million.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
We may repurchase shares of our common stock from time to time pursuant to our common stock repurchase authorization. The following table sets forth information concerning our common stock repurchases during the three months ended June 30, 2022. All share repurchases were made in accordance with the safe harbor provisions of Rule 10b-18 under the Securities Exchange Act of 1934.
| Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that may yet be Purchased Under the Plans or Programs (1) (In millions) | ||||||||||||||||||||
| April 1, 2022 - April 30, 2022 | 155,009 | $ | 69.97 | 155,009 | $ | 989.2 | |||||||||||||||||
| May 1, 2022 - May 31, 2022 | 1,689,085 | 67.78 | 1,689,085 | 874.7 | |||||||||||||||||||
| June 1, 2022 - June 30, 2022 | 2,835,079 | 65.13 | 2,835,079 | 690.0 | |||||||||||||||||||
| Total | 4,679,173 | $ | 66.25 | 4,679,173 | $ | 690.0 |
(1) Effective April 19, 2022, our Board of Directors authorized the repurchase of $1.0 billion of our common stock, replacing the prior authorization that was effective as of April 20, 2021. The authorization has no expiration date. Share repurchases totaling $310.0 million during the three months ended June 30, 2022 were made under the new authorization, leaving $690.0 million remaining on the repurchase authorization at June 30, 2022.
Item 6. EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| D.R. HORTON, INC. | |||||||||||
| Date: | July 22, 2022 | By: | /s/ Bill W. Wheat | ||||||||
| Bill W. Wheat | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
| Date: | July 22, 2022 | By: | /s/ Aron M. Odom | ||||||||
| Aron M. Odom | |||||||||||
| Vice President and Controller | |||||||||||
| (Principal Accounting Officer) |