Green Brick Partners, Inc. (GRBK)
SIC breadcrumb: Construction > Building Construction General Contractors And Operative Builders > SIC 1531 Operative Builders
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1373670. Latest filing source: 0001628280-26-011798.
Informational only - descriptive public-record data, not investment advice.
Business
Read GRBK's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read GRBK's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 2,039,994,000 | USD | 2025 | 2026-05-11 |
| Net income | 313,225,000 | USD | 2025 | 2026-05-11 |
| Assets | 2,534,767,000 | USD | 2025 | 2026-05-11 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001373670.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 390,985,000 | 458,250,000 | 623,647,000 | 791,660,000 | 976,021,000 | 1,402,876,000 | 1,757,793,000 | 1,749,310,000 | 2,061,475,000 | 2,039,994,000 |
| Net income | 23,756,000 | 14,970,000 | 51,623,000 | 58,656,000 | 113,693,000 | 190,210,000 | 291,900,000 | 284,626,000 | 381,583,000 | 313,225,000 |
| Gross profit | 87,762,000 | 118,460,000 | 154,202,000 | 169,082,000 | 234,604,000 | 362,059,000 | 523,025,000 | 548,182,000 | 703,521,000 | 640,806,000 |
| Diluted EPS | 0.49 | 0.30 | 1.02 | 1.16 | 2.24 | 3.72 | 6.02 | 6.14 | 8.45 | 7.07 |
| Operating cash flow | -4,852,000 | -18,003,000 | -39,476,000 | -22,053,000 | 35,135,000 | -92,382,000 | 90,677,000 | 213,342,000 | 25,912,000 | 213,244,000 |
| Capital expenditures | 458,000 | 149,000 | 3,211,000 | 2,579,000 | 2,903,000 | 2,025,000 | 2,012,000 | 7,802,000 | 4,365,000 | 4,798,000 |
| Dividends paid | 0.00 | 0.00 | 2,812,000 | 2,875,000 | 2,875,000 | 2,875,000 | ||||
| Share buybacks | 0.00 | 0.00 | 981,000 | 2,186,000 | 0.00 | 0.00 | 101,463,000 | 45,777,000 | 48,428,000 | 83,770,000 |
| Assets | 540,984,000 | 611,003,000 | 784,026,000 | 875,539,000 | 988,847,000 | 1,421,867,000 | 1,655,675,000 | 1,902,832,000 | 2,249,994,000 | 2,534,767,000 |
| Liabilities | 139,499,000 | 177,965,000 | 289,863,000 | 325,533,000 | 325,895,000 | 511,306,000 | 543,621,000 | 548,684,000 | 551,831,000 | 601,782,000 |
| Stockholders' equity | 384,572,000 | 416,347,000 | 468,351,000 | 523,168,000 | 640,242,000 | 874,548,000 | 1,061,907,000 | 1,300,704,000 | 1,625,415,000 | 1,858,962,000 |
| Free cash flow | -5,310,000 | -18,152,000 | -42,687,000 | -24,632,000 | 32,232,000 | -94,407,000 | 88,665,000 | 205,540,000 | 21,547,000 | 208,446,000 |
Ratios
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 6.08% | 3.27% | 8.28% | 7.41% | 11.65% | 13.56% | 16.61% | 16.27% | 18.51% | 15.35% |
| Return on equity | 6.18% | 3.60% | 11.02% | 11.21% | 17.76% | 21.75% | 27.49% | 21.88% | 23.48% | 16.85% |
| Return on assets | 4.39% | 2.45% | 6.58% | 6.70% | 11.50% | 13.38% | 17.63% | 14.96% | 16.96% | 12.36% |
| Liabilities / equity | 0.36 | 0.43 | 0.62 | 0.62 | 0.51 | 0.58 | 0.51 | 0.42 | 0.34 | 0.32 |
Industry Peer Context
Net margin peer context
ROE peer context
ROA peer context
Financial Bridges
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001628280-26-033478; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001628280-26-033478; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001628280-26-033478; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-033478; filed 2026-05-11. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-033478; filed 2026-05-11. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-033478; filed 2026-05-11. Concept: GrossProfit. Source concepts: us-gaap:GrossProfit.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-033478; filed 2026-05-11. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-033478; filed 2026-05-11. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-033478; filed 2026-05-11. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-033478; filed 2026-05-11. Concept: PaymentsOfDividends. Source concepts: us-gaap:PaymentsOfDividends.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-033478; filed 2026-05-11. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-033478; filed 2026-05-11. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-033478; filed 2026-05-11. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-033478; filed 2026-05-11. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-033478; filed 2026-05-11. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001373670.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q1 | 2022-03-31 | 1.20 | reported discrete quarter | ||
| 2022-Q2 | 2022-06-30 | 2.08 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 1.57 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 452,061,000 | 64,180,000 | 1.37 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 456,289,000 | 75,270,000 | 1.63 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 418,978,000 | 72,156,000 | 1.56 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 450,382,000 | 73,020,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q2 | 2024-06-30 | 560,631,000 | 105,358,000 | 2.32 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 523,660,000 | 89,111,000 | 1.98 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 567,314,000 | 103,813,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 497,621,000 | 75,059,000 | 1.67 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 549,147,000 | 81,948,000 | 1.85 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 499,091,000 | 77,853,000 | 1.77 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 494,135,000 | 78,365,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2026-03-31 | 465,488,000 | 60,946,000 | 1.39 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-033478; filed 2026-05-11. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-033478; filed 2026-05-11. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001628280-25-047118; filed 2025-10-29. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001628280-26-033612.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on February 25, 2026 and our condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q.
Overview and Outlook
Our key financial and operating metrics are home deliveries, home closings revenue, average sales price of homes delivered, and net new home orders, which refers to sales contracts executed reduced by the number of sales contracts canceled during the relevant period, and homebuilding gross margin. Our results for each key financial and operating metric, as compared to the same period in 2025, are provided below:
| Three Months Ended March 31, 2026 | ||
|---|---|---|
| Home deliveries | Decreased by 0.2% | |
| Home closings revenue | Decreased by 7.1% | |
| Average sales price of homes delivered | Decreased by 6.9% | |
| Net new home orders | Decreased by 6.2% | |
| Homebuilding gross margin percentage | Decreased by 320 bps |
Our home deliveries were substantially in line in the first quarter of 2026 year over year, while average sales prices decreased primarily as a result of elevated discounts and incentives. Homebuilding gross margins decreased from 32.1% to 28.9% for the three months ended March 31, 2026, primarily due to higher incentives and discounts.
Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
Residential Units Revenue and New Homes Delivered
The table below represents residential units revenue and new homes delivered for the three months ended March 31, 2026 and 2025 (dollars in thousands):
| Three Months Ended March 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | Change | % | ||||||||||||
| Home closings revenue | $ | 448,006 | $ | 482,149 | $ | (34,143) | (7.1) | % | |||||||
| Mechanic’s lien contracts revenue | 481 | — | 481 | 100% | |||||||||||
| Residential units revenue | $ | 448,487 | $ | 482,149 | $ | (33,662) | (7.0) | % | |||||||
| New homes delivered | 908 | 910 | (2) | (0.2) | % | ||||||||||
| Average sales price of homes delivered | $ | 493.4 | $ | 529.8 | $ | (36.4) | (6.9) | % |
The $33.7 million or 7.0% decrease in residential units revenue was primarily driven by higher discounts and closing cost incentives offered to buyers who originated their loans with our wholly owned mortgage subsidiary. The 6.9% decrease in the average sales price of homes delivered during the three months ended March 31, 2026 is consistent with the decrease in home closings revenue.
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New Home Orders and Backlog
The table below represents new home orders and backlog related to our builder operations segments, excluding mechanic’s lien contracts (dollars in thousands):
| Three Months Ended March 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | Change | % | ||||||||||||
| Net new home orders | 1,037 | 1,106 | (69) | (6.2) | % | ||||||||||
| Revenue from net new home orders | $ | 474,930 | $ | 571,028 | $ | (96,098) | (16.8) | % | |||||||
| Average selling price of net new home orders | $ | 458.0 | $ | 516.3 | $ | (58.3) | (11.3) | % | |||||||
| Cancellation rate | 7.7 | % | 6.1 | % | 1.6 | % | 26.2 | % | |||||||
| Absorption rate per average active selling community per quarter | 10.1 | 10.6 | (0.5) | (4.7) | % | ||||||||||
| Average active selling communities | 103 | 104 | (1) | (1.0) | % | ||||||||||
| Active selling communities at end of period | 105 | 103 | 2 | 1.9 | % | ||||||||||
| Backlog revenue | $ | 381,252 | $ | 584,762 | $ | (203,510) | (34.8) | % | |||||||
| Backlog units | 649 | 864 | (215) | (24.9) | % | ||||||||||
| Average sales price of backlog | $ | 587.4 | $ | 676.8 | $ | (89.4) | (13.2) | % |
Net new home orders decreased 6.2% over the prior year period while our average active selling communities increased by 1.9%. Revenue from net new home orders declined 16.8% consistent with the 11.3% decline in the average selling price of net new home orders and 6.2% decrease in net new home orders. The absorption rate declined by 4.7% primarily due to persistent headwinds associated with low consumer sentiment and high interest rates.
Backlog units refer to homes under sales contracts that have not yet closed at the end of the respective period, and absorption rate refers to the rate at which net new home orders are contracted per average active selling community during the respective period. Sales contracts may be canceled prior to closing for a number of reasons, including the inability of the homebuyer to obtain suitable mortgage financing. Accordingly, backlog may not be indicative of our future revenue.
Backlog revenue decreased by 34.8% year-over-year, with a 24.9% decrease in backlog units and 13.2% decrease in the average price of backlog units. As of March 31, 2026, backlog revenue increased 9.8% compared to December 31, 2025. Moreover, our spec units under construction as a percentage of total units under construction declined from 73.3% as of December 31, 2025 to 67.3% as of March 31, 2026.
Our cancellation rate, which refers to sales contracts canceled divided by sales contracts executed during the relevant period, was 7.7% for the three months ended March 31, 2026, compared to 6.1% for the three months ended March 31, 2025. Our cancellation rate remained in a historically low range under 10.0% since December 31, 2022.
Residential Units Gross Margin
The table below represents the components of residential units gross margin (dollars in thousands):
| Three Months Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||||||||||
| Residential units revenue | $ | 448,487 | 100.0 | % | $ | 482,149 | 100.0 | % | ||||||
| Cost of residential units | 318,616 | 71.0 | % | 327,453 | 67.9 | % | ||||||||
| Residential units gross margin | $ | 129,871 | 29.0 | % | $ | 154,696 | 32.1 | % |
For the three months ended March 31, 2026, residential units revenue decreased $33.7 million or 7.0% while cost of residential units decreased by $8.8 million, or 2.7%, compared to the same period in the previous year. Residential units gross margin declined by 310 bps to 29.0% for the three months ended March 31, 2026, from 32.1% for the three months ended March 31, 2025. The decrease in residential units gross margin is attributable to higher incentives and discounts.
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TABLE OF CONTENTS
Selling, General and Administrative Expenses
The table below represents the components of selling, general and administrative expenses (dollars in thousands):
| Three Months Ended March 31, | As Percentage of Segment Revenue | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| Builder operations | $ | 51,610 | $ | 53,417 | ||||||||||
| Corporate, other and unallocated expense | 1,237 | (997) | ||||||||||||
| Net builder operations | 52,847 | 52,420 | 11.8 | % | 10.9 | % | ||||||||
| Land development | (254) | 147 | (3.4) | % | 6.4 | % | ||||||||
| Total selling, general and administrative expenses | $ | 52,593 | $ | 52,567 | 11.3 | % | 10.7 | % |
Selling, general and administrative expenses as a percentage of revenue increased by 0.6% for the three months ended March 31, 2026.
Builder Operations
Selling, general and administrative expenses as a percentage of revenue for builder operations increased from 10.9% in the three months ended March 31, 2025 to 11.8% in the three months ended March 31, 2026 due to an increase in commission and salary expenses as a percentage of revenue. Builder operation expenditures include salary expenses, commissions, corporate allocations, and community costs such as advertising and marketing expense, rent, professional fees, and non-capitalized property taxes.
Corporate, Other and Unallocated
Selling, general and administrative expenses for the corporate, other and unallocated non-operating segment increased approximately $2.2 million due to higher incentive compensation expenses during the three months ended March 31, 2026. Corporate, other and unallocated expenses generally include capitalized overhead adjustments that are not allocated to builder operations segments.
Financial Services
Commencing on January 1, 2026, we began reporting on our Financial Services Operations, which were previously reported within the Corporate segment, as a separate financial services segment. Our Financial Services operations include mortgage banking, title, and insurance agency operations through our wholly owned subsidiaries. The majority of the loans originated by our wholly owned subsidiary, GRBK Mortgage, are sold in the secondary mortgage market within a short period of time after origination, generally within 30 days. We also sell the servicing rights for the loans we originate through fixed price servicing sales contracts to reduce the risks and costs inherent in servicing loans. This strategy results in owning loans and related servicing rights for only a short period of time.
Operating as a captive business model primarily targeted to support our Builder operations, the business levels of our Financial Services operations are highly correlated to homebuilding, as the customers our homes continue to account for substantially all of its business. We believe that our mortgage capture rate, which represents loan originations from our Builder operations as a percentage of total loan opportunities from our Builder operations, excluding cash closings, is an important metric in evaluating the effectiveness of our captive financial services business model. The following tables present selected financial information for our Financial Services operations (in thousands):
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TABLE OF CONTENTS
| Three Months Ended March 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | Change | % | ||||||||||
| Mortgage revenues | $ | 5,581 | $ | 1,275 | |||||||||
| Title services revenues | 3,855 | $ | 3,562 | ||||||||||
| Insurance agency commissions | 65 | 30 | |||||||||||
| Total financial services revenues | $ | 9,501 | $ | 4,867 | 4,634 | 95.2% | |||||||
| Financial services expenses | (5,180) | (3,058) | (2,122) | 69.4% | |||||||||
| Income before income taxes | $ | 4,321 | $ | 1,809 | 2,512 | 138.9% | |||||||
| Total originations: | |||||||||||||
| Loans | 365 | 105 | 260 | 247.6% | |||||||||
| Principal | $ | 150,356 | $ | 47,527 | 102,829 | 216.4% |
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| Supplemental data: | 2026 | 2025 | ||||
| Capture rate | 71 | % | 64.0 | % | ||
| Average FICO score | 742 | 741 | ||||
| Funded origination breakdown: | ||||||
| Government (FHA, VA, USDA) | 42 | % | 31 | % | ||
| Other agency | — | % | — | % | ||
| Total agency | 42 | % | 31 | % | ||
| Non-agency | 58 | % | 69 | % | ||
| Total funded originations | 100 | % | 100 | % |
Equity in Income of Unconsolidated Entities
Equity in income of unconsolidated entities increased to $1.1 million, for the three months ended March 31, 2026, compared to $0.5 million for the three months ended March 31, 2025. See Note 3 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a summary of Green Brick’s share in net earnings by unconsolidated entity.
Other (Loss) I
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For business overview and developments during the year ended December 31, 2025, refer to Part I, Item 1 of this Annual Report on Form 10-K.
Overview and Outlook
Our key financial and operating metrics are home deliveries, home closings revenue, average sales price of homes delivered, net new home orders, which refers to the number of sales contracts executed reduced by the number of sales contracts canceled during the relevant period, and homebuilding gross margin. Our results for each key financial and operating metric, as compared to the year ended December 31, 2024, are provided below:
| Year Ended | ||
|---|---|---|
| December 31, 2025 | ||
| New homes delivered | Increased by 4.2% | |
| Home closings revenue | Increased by 1.0% | |
| Average sales price of homes delivered | Decreased by 3.1% | |
| Net new home orders | Increased by 3.1% | |
| Homebuilding gross margin percentage | Decreased by 330 bps |
The results achieved in our key metrics compared to last year are largely driven by our strategic focus on infill and infill-adjacent locations in high growth markets, our land approach to self-develop raw land into finished lots that are held on our balance sheet, and our reduced cycle times. Our home deliveries and net new home orders increased 4.2% and 3.1%, respectively. Home closings revenue remained relatively unchanged mainly due to a 3.1% decrease in the average sales price of homes delivered, which also resulted in a lower homebuilding gross margin percentage. We remain focused on disciplined land acquisition and operational efficiency to drive long-term value, even as we navigate a more competitive pricing environment.
We believe we operate in some of the most desirable housing markets in the nation and that increasing demand and supply levels in our target markets create favorable conditions for our future growth. As of October 2025, Texas, Florida and Georgia were ranked first, second and fifth, respectively, in terms of single-family building permits issued according to the National Association of Home Builders.
Results of Operations
Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024
Residential Units Revenue and New Homes Delivered
The table below represents residential units revenue and new homes delivered for the years ended December 31, 2025 and December 31, 2024 (dollars in thousands):
| Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | % | ||||||||||||
| Home closings revenue | $ | 2,091,258 | $ | 2,069,756 | $ | 21,502 | 1.0 | % | |||||||
| Mechanic’s lien contracts revenue | 219 | 380 | (161) | (42.4) | % | ||||||||||
| Residential units revenue | $ | 2,091,477 | $ | 2,070,136 | $ | 21,341 | 1.0 | % | |||||||
| New homes delivered | 3,943 | 3,783 | 160 | 4.2 | % | ||||||||||
| Average sales price of homes delivered | $ | 530.4 | $ | 547.1 | $ | (16.7) | (3.1) | % |
The $21.3 million increase in residential units revenue was driven by the 4.2% increase in the number of homes delivered partially offset by a 3.1% decrease in average sales price of new homes delivered. The increase in new homes delivered was primarily driven by our Trophy Signature Homes and CB JENI Homes brands. The decrease in the average sales price of homes delivered was attributable to product mix, higher incentives, discounts, and closing costs to sustain order pace.
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New Home Orders and Backlog
The table below represents new home orders and backlog related to our builder operations segments, excluding mechanic’s liens contracts (dollars in thousands):
| Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | % | ||||||||||||
| Net new home orders | 3,795 | 3,681 | 114 | 3.1 | % | ||||||||||
| Revenue from net new home orders | $ | 1,949,703 | $ | 2,010,439 | $ | (60,736) | (3.0) | % | |||||||
| Average selling price of net new home orders | $ | 513.8 | $ | 546.2 | $ | (32.4) | (5.9) | % | |||||||
| Cancellation rate | 7.5 | % | 7.3 | % | 0.2 | % | 2.7 | % | |||||||
| Absorption rate per average active selling community per quarter | 9.3 | 9.1 | 0.2 | 2.2 | % | ||||||||||
| Average active selling communities | 102 | 101 | 1 | 1.0 | % | ||||||||||
| Active selling communities at end of period | 101 | 106 | (5) | (4.7) | % | ||||||||||
| Backlog revenue | $ | 354,328 | $ | 495,883 | $ | (141,555) | (28.5) | % | |||||||
| Backlog units | 520 | 668 | (148) | (22.2) | % | ||||||||||
| Average sales price of backlog | $ | 681.4 | $ | 742.3 | $ | (60.9) | (8.2) | % |
Net new home orders increased by 3.1% over the prior year while our average active selling communities remained relatively flat. Revenue from net new home orders declined $60.7 million or 3.0% consistent with the decline in the average selling price of net new home orders. The increase in net new home orders is attributable to a lower cancellation rate and higher incentives offered to drive sales orders.
Backlog refers to homes under sales contracts that have not yet closed at the end of the relevant period, and absorption rate refers to the rate at which net new home orders are contracted per average active selling community during the relevant period. Sales contracts may be canceled prior to closing for a number of reasons, including the inability of the homebuyer to obtain suitable mortgage financing. Accordingly, backlog may not be indicative of our future revenue.
Backlog revenue decreased by 28.5% mainly due to a decrease of 148 backlog units and a 8.2% decrease in the average sales price of backlog units compared to the prior year period. The change in backlog is due to increase in homes delivered of 160 units partially offset by an increase in new home orders of 114 units.
Our cancellation rate, which refers to sales contracts canceled divided by sales contracts executed during the respective period, was 7.5% for the year ended December 31, 2025, compared to 7.3% for the year ended December 31, 2024. Our cancellation rate remained in a historically low range under 10.0% since December 31, 2022.
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Residential Units Gross Margin
The table below represents the components of residential units gross margin (dollars in thousands):
| Years Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||||||
| Home closings revenue | $ | 2,091,258 | 100.0 | % | $ | 2,069,756 | 100.0 | % | ||||||
| Cost of homebuilding units | 1,453,049 | 69.5 | % | 1,370,613 | 66.2 | % | ||||||||
| Homebuilding gross margin | $ | 638,209 | 30.5 | % | $ | 699,143 | 33.8 | % | ||||||
| Mechanic’s lien contracts revenue | $ | 219 | 100.0 | % | $ | 380 | 100.0 | % | ||||||
| Cost of mechanic’s lien contracts | 134 | 61.2 | % | 275 | 72.4 | % | ||||||||
| Mechanic’s lien contracts gross margin | $ | 85 | 38.8 | % | $ | 105 | 27.6 | % | ||||||
| Residential units revenue | $ | 2,091,477 | 100.0 | % | $ | 2,070,136 | 100.0 | % | ||||||
| Cost of residential units | 1,453,183 | 69.5 | % | 1,370,888 | 66.2 | % | ||||||||
| Residential units gross margin | $ | 638,294 | 30.5 | % | $ | 699,248 | 33.8 | % |
Residential units revenue increased by $21.3 million or 1.0% during the year ended December 31, 2025 due to the increase in home deliveries of 4.2% partially offset by a 3.1% reduction in average sales price as discussed above. Cost of residential units as a percent of residential units revenue for the year ended December 31, 2025 increased to 69.5% compared to 66.2% in the previous year due to a combination of higher discounts and closing costs.
Residential units gross margin for the year ended December 31, 2025 decreased to 30.5%, compared to 33.8% for the year ended December 31, 2024. The decrease in residential units gross margin is primarily driven by higher incentives, discounts, and closing costs.
Land and Lots Revenue
The table below represents lots closed and land and lots revenue (dollars in thousands):
| Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | % | ||||||||||||
| Lots revenue | $ | 6,994 | $ | 14,723 | $ | (7,729) | (52.5) | % | |||||||
| Land revenue | — | 14,084 | (14,084) | (100.0) | % | ||||||||||
| Land and lots revenue | $ | 6,994 | $ | 28,807 | $ | (21,813) | (75.7) | % | |||||||
| Lots closed | 68 | 185 | (117) | (63.2) | % | ||||||||||
| Average sales price of lots closed | $ | 102.9 | $ | 79.6 | $ | 23.3 | 29.3 | % |
From time to time, we will opportunistically sell finished lots to other homebuilders. Lots revenue decreased by 52.5% during the year ended December 31, 2025, driven by a 63.2% decrease in the number of lots closed partially offset by a 29.3% decrease in the average lot price. Land revenue represents sales of tracts of land during the year ended December 31, 2024.
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Selling, General and Administrative Expenses
The table below represents the components of selling, general and administrative expense (dollars in thousands):
| Years Ended December 31, | As Percentage of Segment Revenue | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Builder operations | $ | 220,977 | $ | 218,201 | ||||||||||
| Corporate, other and unallocated expense | 9,225 | 8,083 | ||||||||||||
| Net builder operations | 230,202 | 226,284 | 11.0 | % | 10.9 | % | ||||||||
| Land development | 1,161 | 282 | 16.6 | % | 1.0 | % | ||||||||
| Total selling, general and administrative expenses | $ | 231,363 | $ | 226,566 | 11.0 | % | 10.8 | % |
Total selling, general and administrative expense as a percentage of revenue increased to 11.0% for the year ended December 31, 2025, which is substantially in line with 10.8% for the year ended December 31, 2024.
Builder Operations
Selling, general and administrative expenses as a percentage of revenue for builder operations was 11.0% compared to 10.9% in the prior year period. Builder operations expenditures include salaries, sales commissions, and community costs such as advertising and marketing expenses, rent, professional fees, and non-capitalized property taxes.
Corporate, Other and Unallocated
Selling, general and administrative expense for the corporate, other and unallocated non-operating segment for the year ended December 31, 2025 was $9.2 million, compared to $8.1 million for the year ended December 31, 2024. Corporate, other and unallocated expenses generally include capitalized overhead adjustments that are not allocated to builder operations segments.
Equity in Income of Unconsolidated Entities
Equity in income of unconsolidated entities decreased to $1.0 million, or 80.3%, for the year ended December 31, 2025, compared to $5.1 million for the year ended December 31, 2024, primarily due to the winding down of our BHome Mortgage joint venture and ramping up of our wholly-owned subsidiary GRBK Mortgage during the year ended December 31, 2025. See Note 5 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for a summary of Green Brick’s share in net earnings by unconsolidated entity.
Other Income, Net
Other income, net, decreased to $27.7 million for the year ended December 31, 2025, compared to $29.8 million for the year ended December 31, 2024. The change was primarily due to gain in the sale of our investment in Challenger during the year ended December 31, 2024 partially offset by income generated from our wholly-owned mortgage subsidiary during the year ended December 31, 2025.
Income Tax Expense
Income tax expense was $94.7 million for each of the years ended December 31, 2025 and 2024. See Note 13 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for a discussion on the Company’s income tax expense for the year ended December 31, 2025.
Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023
For discussion and analysis of our results of operations for the year ended December 31, 2024 as well as for comparison to our results of operations for the year ended December 31, 2023, refer to Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024.
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Lots Owned and Under Contract
The following table presents the lots we owned or had under contract, including lot option contracts, as of December 31, 2025 and December 31, 2024. Owned lots are those for which we hold title, and have yet to start vertical construction, while lots under contract are those for which we do not hold title, but have the contractual right to acquire.
| December 31, 2025 | December 31, 2024 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Central(1) | Southeast(2) | Total | Central(1) | Southeast(2) | Total | ||||||||||||
| Lots owned | |||||||||||||||||
| Finished lots | 4,518 | 663 | 5,181 | 3,932 | 790 | 4,722 | |||||||||||
| Lots in communities under development | 26,339 | 1,703 | 28,042 | 22,524 | 1,670 | 24,194 | |||||||||||
| Land held for future development(3) | 3,800 | — | 3,800 | 3,800 | — | 3,800 | |||||||||||
| Total lots owned | 34,657 | 2,366 | 37,023 | 30,256 | 2,460 | 32,716 | |||||||||||
| Lots under contract | |||||||||||||||||
| Lots and land under option contracts | 300 | 310 | 610 | 1,897 | 349 | 2,246 | |||||||||||
| Adjustment to lots and land under option contracts under updated definition of controlled lots previously excluded(4)(5) | 7,997 | 645 | 8,642 | 6,423 | — | 6,423 | |||||||||||
| Lots under option through unconsolidated development joint ventures | 2,488 | 65 | 2,553 | 2,614 | 255 | 2,869 | |||||||||||
| Total lots under contract(6) | 10,785 | 1,020 | 11,805 | 10,934 | 604 | 11,538 | |||||||||||
| Total lots owned and under contract (7) | 45,442 | 3,386 | 48,828 | 41,190 | 3,064 | 44,254 | |||||||||||
| Percentage of lots owned | 76.3 | % | 69.9 | % | 75.8 | % | 73.5 | % | 80.3 | % | 73.9 | % |
(1) The Texas market.
(2) The Atlanta and Florida markets.
(3) Land held for future development consist of raw land parcels where development activities have been postponed due to market conditions or other factors.
(4) We previously referred to “lots controlled”, which included only lots past feasibility studies for which we did not hold title, but had the contractual right to acquire. However, as of December 31, 2025, we revised our definition of lots controlled to “lots under contract” to provide investors consistent disclosure with those of other home builders. Lots under contract include all land or lot parcels that we have a contractual right to acquire pursuant to a fully executed option contact or purchase and sale agreement. These rights are supported by sufficient consideration provided by the Company to allow meaningful control over future acquisition, including the ability to directly influence entitlements or development, even though legal title has not yet transferred.
(5) These lots would be included under “Lots and land under option contracts”.
(6) As of December 31, 2025, 16.6% of the total lots under contract had refundable deposits.
(7) Total lots excludes lots with homes under construction.
Liquidity and Capital Resources Overview
As of December 31, 2025 and December 31, 2024, we had $154.6 million and $141.5 million of unrestricted cash, respectively. Our historical cash management strategy includes redeploying net cash from the sale of home inventory to acquire and develop land and lots that represent opportunities to generate desired margins and returns, and using cash to make additional investments in business acquisitions, joint ventures, or other strategic activities such as stock repurchases.
Our principal uses of capital for the year ended December 31, 2025 were home construction, land purchases, land development, repayments of lines of credit, operating expenses, payment of routine liabilities and stock repurchases. Historically, we have used funds generated by operations and available borrowings to meet our short-term working capital requirements. We remain focused on generating positive margins in our homebuilding operations and acquiring desirable land positions in order to maintain a strong balance sheet and remain poised for continued growth.
Cash flows for each of our communities depend on the community’s stage in the development cycle. Early stages of development or expansion require significant cash outlays for land acquisitions, entitlements and other approvals, roads, utilities, general landscaping and other amenities, and home construction. These costs are a component of our inventory and are not recognized in our statement of income until a home closes. In the later stages of community life cycle, cash inflows may
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significantly exceed earnings reported for financial statement purposes, as the cash outflows associated with home construction and land development previously occurred.
Our homebuilding debt to total capitalization ratio, which is calculated as the sum of borrowings on lines of credit, the senior unsecured notes, and notes payable, net of debt issuance costs (“total debt”), divided by the total capitalization, which equals the sum of Green Brick Partners, Inc. stockholders’ equity and total debt, was approximately 12.8% as of December 31, 2025.
Additionally, as of December 31, 2025, our net debt to total capitalization ratio, which is a non-GAAP financial measure, remained low at 8.2%. It is our intent to prudently employ leverage to continue to invest in our land acquisition, development and homebuilding activities. We target a debt to total capitalization ratio of approximately 20%, which we expect will provide us with significant additional growth capital.
Reconciliation of a Non-GAAP Financial Measure
In this Annual Report on Form 10-K, we utilize a financial measure of net debt to total capitalization ratio that is a non-GAAP financial measure as defined by the Securities and Exchange Commission (“SEC”). Net debt to total capitalization is calculated as total debt less cash and cash equivalents, divided by the sum of total Green Brick Partners, Inc. stockholders’ equity and total debt less cash and cash equivalents. We present this measure because we believe it is useful to management and investors in evaluating the Company’s financing structure. We also believe this measure facilitates the comparison of our financing structure with other companies in our industry. Because this measure is not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), it may not be comparable to other similarly titled measures of other companies and should not be considered in isolation, as a substitute for, or superior to, financial measures prepared in accordance with GAAP.
The closest GAAP financial measure to the net debt to total capitalization ratio is the debt to total capitalization ratio. The following table represents a reconciliation of the net homebuilding debt to total capitalization ratio as of December 31, 2025 (dollars in thousands):
| Total capitalization | Homebuilding capitalization(1) | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross | Cash and cash equivalents | Net | Gross | Cash and cash equivalents | Net | |||||||||||||||||
| Total debt, net of debt issuance costs | $ | 320,276 | $ | (154,590) | $ | 165,686 | $ | 273,878 | $ | (147,830) | $ | 126,048 | ||||||||||
| Total Green Brick Partners, Inc. stockholders’ equity | 1,858,962 | — | 1,858,962 | 1,858,962 | — | 1,858,962 | ||||||||||||||||
| Total capitalization | $ | 2,179,238 | $ | (154,590) | $ | 2,024,648 | $ | 2,132,840 | $ | (147,830) | $ | 1,985,010 | ||||||||||
| Debt to total capitalization ratio | 14.7 | % | 12.8 | % | ||||||||||||||||||
| Net debt to total capitalization ratio | 8.2 | % | 6.3 | % |
(1)Homebuilding capitalization ratio excludes cash and debt related to our wholly owned mortgage company.
Key Sources of Liquidity
Our key sources of liquidity were funds generated by operations and provided by borrowings during the year ended December 31, 2025.
Cash Flows
The following summarizes our primary sources and uses of cash for the year ended December 31, 2025 as compared to the year ended December 31, 2024:
•Operating activities. Net cash provided by operating activities for the year ended December 31, 2025 was $213.2 million, compared to $25.9 million during the year ended December 31, 2024. The net cash inflows for the year ended December 31, 2025 were primarily generated from business operations of $343.5 million, partially offset by an increase in inventory of $160.3 million.
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•Investing activities. Net cash used in investing activities for the year ended December 31, 2025 increased to $43.6 million compared to cash provided by investing activities of $27.8 million for the year ended December 31, 2024. The cash outflows were primarily used for investments in unconsolidated entities of $38.8 million and the purchase of property and equipment, net of disposals of $4.8 million during the year ended December 31, 2025.
•Financing activities. Net cash used in financing activities for the year ended December 31, 2025 was $138.4 million, compared to a $93.5 million during the year ended December 31, 2024. The cash outflows for the year ended December 31, 2025 were primarily for share repurchases of $83.8 million, net repayments on our lines of credit of $21.0 million and distributions to noncontrolling interests of $27.1 million.
For discussion and analysis our cash flows for the year ended December 31, 2024 as well as for comparison to our cash flows for the year ended December 31, 2023, refer to Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024.
Debt Instruments
Borrowings on lines of credit outstanding, net of debt issuance costs, as of December 31, 2025 and December 31, 2024 consisted of the following (in thousands):
| December 31, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Secured Revolving Credit Facility | $ | — | $ | — | ||
| Unsecured Revolving Credit Facility | — | 25,000 | ||||
| Warehouse facilities | 46,398 | — | ||||
| Debt issuance costs, net of amortization | (2,465) | (2,355) | ||||
| Total borrowings on lines of credit, net | $ | 43,933 | $ | 22,645 |
Secured Revolving Credit Facility – As of December 31, 2025 and 2024, we had no outstanding amounts under our Secured Revolving Credit Facility. On May 1, 2025, the Company entered into the Tenth Amendment to the Secured Revolving Credit Facility to extend its maturity date to May 1, 2028. Outstanding borrowings under the amended Secured Revolving Credit Facility bear interest payable monthly at a floating rate per annum equal to SOFR plus 2.25%, but in no event less than 3.15% per annum or more than the lesser of 18% and the highest maximum rate allowed by applicable law. The entire unpaid principal balance and any accrued but unpaid interest is due and payable on the maturity date.
Unsecured Revolving Credit Facility – As of December 31, 2025, we had no amounts outstanding under our Unsecured Revolving Credit facility compared to $25 million as of December 31, 2024. On December 10, 2025, the Company entered into the Thirteenth Amendment to this credit agreement. The Credit Agreement was amended (i) to reduce the SOFR spread and base rate spread, (ii) to allow the Company to request a revolving credit advance using Daily SOFR (as defined in the Credit Agreement) and (iii) for other administrative changes. The total commitments remain at $330 million. The maturity of all commitments under the facility have been extended to December 14, 2028.
Senior Unsecured Notes - As of December 31, 2025, we had four series of senior unsecured notes outstanding which were each issued pursuant to a note purchase agreement. The aggregate amount of senior unsecured notes outstanding was $262.0 million as of December 31, 2025, compared to $299.1 million as of December 31, 2024, respectively, net of issuance costs.
•In August 2019, we issued $75.0 million of senior unsecured notes (the “2026 Notes”). Interest accrues at an annual rate of 4.0% and is payable quarterly. The final principal payment of $50.0 million is due on August 8, 2026.
•In August 2020, we issued $37.5 million of senior unsecured notes (the “2027 Notes”). Interest accrues at an annual rate of 3.35% and is payable quarterly. Principal on the 2027 Notes is due on August 26, 2027.
•In February 2021, we issued $125.0 million of senior unsecured notes (the “2028 Notes”). Interest accrues at an annual rate of 3.25% and is payable quarterly. The remaining principal on the 2028 Notes is due in increments of $25.0 million annually on February 25 in each of 2026, 2027, and 2028.
•In December 2021, we issued $100.0 million of senior unsecured notes (the “2029 Notes”). Interest accrues at an annual rate of 3.25% and is payable quarterly. A required principal prepayment of $30.0 million is due on December 28, 2028. The remaining unpaid principal balance is due on December 28, 2029.
The senior unsecured notes allow optional prepayment is allowed with payment of a “make-whole” premium that fluctuates depending on market interest rates. Interest is payable quarterly in arrears.
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Our debt instruments require us to maintain specific financial covenants, each of which we were in compliance with as of December 31, 2025. Specifically, under the most restrictive covenants, we are required to maintain the following:
•a minimum interest coverage (consolidated EBITDA to interest incurred) of no less than 2.0 to 1.0. As of December 31, 2025, our interest coverage on a last 12 months’ basis was 32.8 to 1.0;
•a Consolidated Tangible Net Worth of no less than approximately $1,169.0 million. As of December 31, 2025, our Consolidated Tangible Net Worth was $1,858.1 million; and
•a maximum debt to total capitalization rolling average ratio of no more than 40.0%. As of December 31, 2025, we had a rolling average ratio of 15.0%.
Warehouse Facilities
GRBK Mortgage, LLC, a wholly owned subsidiary of the Company, is party to warehouse facilities to fund its origination of mortgage loans (the “Warehouse Facilities”) as follows (in thousands):
| Outstanding Balance As of | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Maturity Date | Maximum Aggregate Commitment | December 31, 2025 | December 31, 2024 | ||||||||
| January 29, 2026(1) | $ | 40,000 | $ | 16,828 | $ | — | |||||
| December 15, 2027 | 40,000 | 29,570 | — | ||||||||
| $ | 80,000 | $ | 46,398 | $ | — |
(1)On January 23, 2026, the warehouse facility with a maturity date of January 29, 2026 was extended to January 29, 2027.
The Warehouse Facilities provide for an aggregate uncommitted amount of $80.0 million. The Warehouse Facilities are (i) secured by the underlying mortgage loans and bear interest at a variable rate based on SOFR plus a margin ranging from 1.75% to 2% and (ii) guaranteed by Green Brick. The facilities are subject to annual renewal and contain customary covenants and conditions regarding minimum net worth, leverage, profitability and liquidity. The Company was in compliance with the financial covenants under the Warehouse Facilities as of December 31, 2025.
Under the Warehouse Facilities, banks purchase a participation interest in individual mortgage loans, with GRBK Mortgage providing the remainder of the principal of the mortgage, typically up to 2% depending on the loan product. The mortgage loans, with the servicing rights, are then sold, typically within 14 to 60 days, to a third party investor and the bank is repaid its participation interest plus interest and the remainder is remitted to GRBK Mortgage. If a third party investor has not purchased the mortgage loan within the anticipated timeframes then GRBK Mortgage is required to repurchase the mortgage loan for the full amount of the participation interest plus interest.
As of December 31, 2025, we believe that our cash on hand, capacity available under our lines of credit and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months and fund our operations. For more detailed information on our lines of credit, refer to Note 8 to the Consolidated Financial Statements located in Part II, Item 8 of this Annual Report on Form 10-K.
Preferred Equity
As of December 31, 2025 and December 31, 2024 we had 2,000,000 Depositary Shares issued and outstanding, each representing 1/1000 of a share of our 5.75% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”). We pay cumulative cash dividends on the Series A Preferred Stock, when and as declared by the Board, at the rate of 5.75% of the $25,000 liquidation preference per share. Dividends are payable quarterly in arrears. During each of the years ended December 31, 2025, 2024, and 2023, we paid dividends of $2.9 million on the Series A Preferred Stock. On February 18, 2026, the Board declared a quarterly cash dividend of $0.359 per depositary share on the Series A Preferred Stock. The dividend is payable on March 13, 2026 to stockholders of record as of March 2, 2026.
Registration Statements
In September 2023, we filed with the SEC an automatic shelf registration statement on Form S-3 which enables us to issue shares of common stock, preferred stock or debt securities either separately or represented by warrants, or depositary shares as well as units that include any of these securities. Under the rules governing shelf registration statements, we will file a prospectus supplement and advise the SEC of the amount and type of securities each time we issue securities under this
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registration statement. The Company has not issued any securities under this registration statement through the date of this filing.
Off-Balance Sheet Arrangements
Land and Lot Option Contracts
In the ordinary course of business, we enter into land purchase contracts in order to procure lots for the construction of our homes in the future. We are subject to customary obligations associated with such contracts. These purchase contracts typically require an earnest money deposit, and the purchase of properties under these contracts is generally contingent upon satisfaction of certain requirements, including obtaining applicable property and development entitlements.
We also utilize option contracts with lot sellers as a method of acquiring lots in staged takedowns, which are the schedules that dictate when lots must be purchased to help manage the financial and market risk associated with land holdings, and to reduce the use of funds from our corporate financing sources. Lot option contracts generally require us to pay a non-refundable deposit for the right to acquire lots over a specified period of time at pre-determined prices that typically include escalations in lot prices over time.
Our utilization of lot option contracts is dependent on, among other things, the availability of land sellers willing to enter into these arrangements, the availability of capital to finance the development of optioned lots, general housing market conditions and local market dynamics. Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions.
We generally have the right, at our discretion, to terminate our obligations under both purchase contracts and option contracts by forfeiting the earnest money deposit with no further financial responsibility to the seller.
As of December 31, 2025, we had earnest money deposits of $14.8 million at risk associated with contracts to purchase 9,633 lots with an aggregate purchase price of approximately $377.6 million.
Letters of Credit and Performance Bonds
Refer to Note 18 in the accompanying Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for details of letters of credit and performance bonds outstanding.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with GAAP requires management to use judgment and make estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues, costs and expenses during the reporting period. Management bases estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ from estimates under different assumptions or conditions. Management believes that the following accounting area is most critical to the portrayal of our financial condition and results of operations and requires the most subjective or complex judgments.
Impairment of Inventory
We value inventory at cost unless the carrying value is determined to be not recoverable in which case the affected inventory is written down to fair value. In accordance with Accounting Standards Codification 360, Property, Plant, and Equipment (“ASC 360”), we evaluate our inventory for indicators of impairment by individual community and development during each reporting period.
For our builder operations segments, during each reporting period, contribution margins on closed homes and homes under construction, and forecasted margins for future starts are reviewed at a community level by management. In the event that this review suggests higher potential for losses at a specific community, the Company monitors such communities by adding them to our “watchlist” communities, and, when an impairment indicator is present, further analysis is performed.
For our land development segment, we perform a quarterly review for indicators of impairment for each project which involves comparing anticipated lot sale revenues to projected costs (i.e. lot gross margins). For lots designated for our builders, we review land for indicators of impairment on a consolidated level, looking at overall projected home contribution margins. In determining the allocation of costs to a particular land parcel, we rely on project budgets which are based on a variety of assumptions, including assumptions about development schedules and future costs to be incurred. It is common that actual
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results differ from budgeted amounts for various reasons, including delays, changes in costs that have not been committed, unforeseen issues encountered during project development that fall outside the scope of existing contracts, or items that ultimately cost more or less than the budgeted amount. We apply procedures to maintain best estimates in our budgets, including assessing and revising project budgets on a periodic basis, obtaining commitments from subcontractors and vendors for future costs to be incurred and utilizing the most recent information available to estimate costs.
Each reporting period, management reviews each real estate asset with an indicator of impairment to determine whether the estimated remaining undiscounted future cash flows are more or less than the asset’s carrying value. The estimated cash flows are determined by projecting the remaining revenue from closings based on the contractual lot takedowns remaining, future projected lot takedowns, or historical and projected home sales or delivery absorptions for homebuilding operations and then comparing such projections to the remaining projected expenditures for development or home construction. Remaining projected expenditures are based on the most current pricing/bids received from subcontractors for current phases or homes under development. For future phases of land development, management uses its judgment to project potential cost increases. In determining the estimated cash flows for land held for sale, management considers recent comparisons to market comparable transactions, bona fide letters of intent from outside parties, executed sales contracts, broker quotes, and similar information. When projecting revenue, management does not assume improvement in market conditions.
If the estimated undiscounted cash flows are more than the asset’s carrying value, no impairment adjustment is required. However, if the estimated undiscounted cash flows are less than the asset’s carrying value, the asset is deemed impaired and will be written down to fair value. These impairment evaluations require us to make estimates and assumptions regarding future conditions, including the timing and amounts of development costs and sales prices of real estate assets, to determine if expected future cash flows will be sufficient to recover the asset’s carrying value.
Fair value is determined based on estimated future cash flows discounted for inherent risks associated with real estate assets. These discounted cash flows are impacted by expected risk based on estimated land development activities, construction and delivery timelines, market risk of price erosion, uncertainty of development or construction cost increases, and other risks specific to the asset or market conditions where the asset is located when the assessment is made. These factors are specific to each community and may vary among communities. When deemed appropriate, we use recent comparisons to market comparable transactions, bona fide letters of intent from outside parties, executed sales contracts, broker quotes, or similar information as inputs to estimate the fair value of certain real estate assets.
When estimating cash flows of a community, management makes various assumptions, including: (i) expected sales prices and sales incentives to be offered, including the number of homes available, pricing and incentives being offered by us or other builders, and future sales price adjustments based on market and economic trends; (ii) expected sales pace and cancellation rates based on local housing market conditions, competition and historical trends; (iii) costs expended to date and expected to be incurred including, but not limited to, land and land development costs, home construction costs, interest costs, indirect construction and overhead costs, and selling and marketing costs; (iv) alternative product offerings that may be offered that could have an impact on sales pace, sales price and/or building costs; and (v) alternative uses for the property.
Many assumptions are interdependent and a change in one may require a corresponding change to other assumptions. For example, increasing or decreasing sales absorption rates has a direct impact on the estimated per unit sales price of a home, the level of time-sensitive costs (such as indirect construction, overhead and carrying costs), and selling and marketing costs (such as model home maintenance costs and advertising costs). Due to uncertainties in the estimation process, the volatility in demand for new housing and the long life cycle of many communities, actual results could differ significantly from such estimates.
Refer to Note 1 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further description of our significant accounting policies.
Recent Accounting Pronouncements
See Note 1 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for recent accounting pronouncements.
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001373670-25-000007.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For business overview and developments during the year ended December 31, 2024, refer to Part I, Item 1 of this Annual Report on Form 10-K.
Overview and Outlook
Our key financial and operating metrics are home deliveries, home closings revenue, average sales price of homes delivered, net new home orders, which refers to the number of sales contracts executed reduced by the number of sales contracts canceled during the relevant period, and homebuilding gross margin. Our results for each key financial and operating metric, as compared to the year ended December 31, 2023, are provided below:
| Year Ended | ||
|---|---|---|
| December 31, 2024 | ||
| Home deliveries | Increased by 21.1% | |
| Home closings revenue | Increased by 17.1% | |
| Average sales price of homes delivered | Decreased by 3.4% | |
| Net new home orders | Increased by 9.7% | |
| Homebuilding gross margin percentage | Increased by 290 bps |
The strong performance on most of our key metrics year over year is attributable to our superior infill and infill-adjacent locations in high-growth markets, our land strategy to self-develop raw land into finished lots that are held on our balance sheet, our reduced cycle times, and the strong demand for new homes in our markets. Our average active selling communities increased 18.8%, while the average sales price of homes delivered decreased 3.4% due to a combination of product mix and a high mortgage rate environment. We maintained a strong homebuilding gross margin of 33.8%.
2024 Developments
Among the 12 largest metropolitan areas in the country, the Dallas and Atlanta areas ranked second and tenth, respectively, in annual rate of job growth from November 2023 to November 2024 (Source: US Bureau of Labor Statistics, November 2024). We believe we operate in two of the most desirable housing markets in the nation and that increasing demand and supply levels in our target markets create favorable conditions for our future growth.
Results of Operations
Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023
Residential Units Revenue and New Homes Delivered
The table below represents residential units revenue and new homes delivered for the years ended December 31, 2024 and December 31, 2023 (dollars in thousands):
| Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Change | % | ||||||||||||
| Home closings revenue | $ | 2,069,756 | $ | 1,767,788 | $ | 301,968 | 17.1 | % | |||||||
| Mechanic’s lien contracts revenue | 380 | 1,467 | (1,087) | (74.1) | % | ||||||||||
| Residential units revenue | $ | 2,070,136 | $ | 1,769,255 | $ | 300,881 | 17.0 | % | |||||||
| New homes delivered | 3,783 | 3,123 | 660 | 21.1 | % | ||||||||||
| Average sales price of homes delivered | $ | 547.1 | $ | 566.1 | $ | (19.0) | (3.4) | % |
The $300.9 million increase in residential units revenue was driven by the 21.1% increase in the number of homes delivered partially offset by a 3.4% decrease in average sales price of new homes delivered. The increase in new homes delivered is attributable to our increase in community count, the limited competition in our infill and infill-adjacent community sites, our reduced cycle times, and the continued low supply of existing and new home inventory in our markets. The decrease in the average sales price of homes delivered is primarily attributable to an increase in the percentage of home deliveries by
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Trophy Signature Homes over the last year and higher incentives driven by the high mortgage rate environment. Trophy had an average sales price below the Company average due to a mix of product type and selling more inventory in perimeter locations.
New Home Orders and Backlog
The table below represents new home orders and backlog related to our builder operations segments, excluding mechanic’s liens contracts (dollars in thousands):
| Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Change | % | ||||||||||||
| Net new home orders | 3,681 | 3,356 | 325 | 9.7 | % | ||||||||||
| Revenue from net new home orders | $ | 2,010,439 | $ | 1,953,903 | $ | 56,536 | 2.9 | % | |||||||
| Average selling price of net new home orders | $ | 546.2 | $ | 582.2 | $ | (36.0) | (6.2) | % | |||||||
| Cancellation rate | 7.3 | % | 6.6 | % | 0.7 | % | 10.6 | % | |||||||
| Absorption rate per average active selling community per quarter | 9.1 | 9.9 | (0.8) | (8.1) | % | ||||||||||
| Average active selling communities | 101 | 85 | 16 | 18.8 | % | ||||||||||
| Active selling communities at end of period | 106 | 91 | 15 | 16.5 | % | ||||||||||
| Backlog revenue | $ | 495,883 | $ | 555,200 | $ | (59,317) | (10.7) | % | |||||||
| Backlog units | 668 | 770 | (102) | (13.2) | % | ||||||||||
| Average sales price of backlog | $ | 742.3 | $ | 721.0 | $ | 21.3 | 3.0 | % |
Net new home orders increased by 9.7% over the prior year and our average active selling communities increased by 18.8% due to the continued opening of new communities that outpaced the sellout of existing communities. As a result, our absorption rate per average active selling community decreased 8.1% year over year, which we believe is due to elevated mortgage rates, high interest rate volatility, and the lock-in effect of homeowners with existing lower rate mortgages. The increase in net new home orders is attributable to the increase in our active selling communities, the limited competition in our infill and infill-adjacent community sites, and the strength in demand in our primary higher growth markets.
Backlog refers to homes under sales contracts that have not yet closed at the end of the respective period, and absorption rate refers to the rate at which net new home orders are contracted per average active selling community during the respective period. Sales contracts may be canceled prior to closing for a number of reasons, including the inability of the homebuyer to obtain suitable mortgage financing. Accordingly, backlog may not be indicative of our future revenue.
Backlog revenue decreased by 10.7% due to a 13.2% decrease in backlog units partially offset by a 3.0% increase in the average sales price of backlog units. As a result, our spec units under construction as a percentage of total units under construction increased from 69.8% as of December 31, 2023 to 75.6% as of December 31, 2024.
Our cancellation rate, which refers to sales contracts canceled divided by sales contracts executed during the relevant period, was 7.3% for the year ended December 31, 2024, compared to 6.6% for the year ended December 31, 2023. Our cancellation rate remained in a historically low range under 10.0% since December 31, 2022.
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Residential Units Gross Margin
The table below represents the components of residential units gross margin (dollars in thousands):
| Years Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||||||||
| Home closings revenue | $ | 2,069,756 | 100.0 | % | $ | 1,767,788 | 100.0 | % | ||||||
| Cost of homebuilding units | 1,370,613 | 66.2 | % | 1,222,134 | 69.1 | % | ||||||||
| Homebuilding gross margin | $ | 699,143 | 33.8 | % | $ | 545,654 | 30.9 | % | ||||||
| Mechanic’s lien contracts revenue | $ | 380 | 100.0% | $ | 1,467 | 100.0 | % | |||||||
| Cost of mechanic’s lien contracts | 275 | 72.4 | % | 945 | 64.4 | % | ||||||||
| Mechanic’s lien contracts gross margin | $ | 105 | 27.6 | % | $ | 522 | 35.6 | % | ||||||
| Residential units revenue | $ | 2,070,136 | 100.0 | % | $ | 1,769,255 | 100.0 | % | ||||||
| Cost of residential units | 1,370,888 | 66.2 | % | 1,223,079 | 69.1 | % | ||||||||
| Residential units gross margin | $ | 699,248 | 33.8 | % | $ | 546,176 | 30.9 | % |
Residential units revenue increased by $300.9 million or 17.0% during the year ended December 31, 2024, mainly due to an increase in home deliveries of 21.1% partially offset by a 3.4% reduction in average sales price of homes delivered as discussed above. Cost of residential units as a percent of residential units revenue for the year ended December 31, 2024 decreased to 66.2% compared to 69.1% in the previous year due to a combination of product mix and a focus on delivering more affordable product to combat high interest rates.
Residential units gross margin for the year ended December 31, 2024 increased to 33.8%, compared to 30.9% for the year ended December 31, 2023. The increase in residential units gross margin is primarily due to limited competition in our infill and infill-adjacent community sites, our self-development strategy, our high growth primary markets of DFW and Atlanta, our infill locations, and our expertise in site selection.
Land and Lots Revenue
The table below represents lots closed and land and lots revenue (dollars in thousands):
| Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Change | % | ||||||||||||
| Lots revenue | $ | 14,723 | $ | 7,426 | $ | 7,297 | 98.3 | % | |||||||
| Land revenue | 14,084 | 1,029 | 13,055 | 1,268.7 | % | ||||||||||
| Land and lots revenue | $ | 28,807 | $ | 8,455 | $ | 20,352 | 240.7 | % | |||||||
| Lots closed | 185 | 73 | 112 | 153.4 | % | ||||||||||
| Average sales price of lots closed | $ | 79.6 | $ | 101.7 | $ | (22.1) | (21.7) | % |
From time to time we will opportunistically sell finished lots to other homebuilders when we determine that we have excess capacity in specific neighborhoods or submarkets. Lots revenue increased by 98.3% during the year ended December 31, 2024, driven by a 153.4% increase in the number of lots closed partially offset by a 21.7% decrease in the average lot price. Land revenue represents sales of two tracts of commercial land during the year ended December 31, 2024.
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Selling, General and Administrative Expenses
The table below represents the components of selling, general and administrative expense (dollars in thousands):
| Years Ended December 31, | As Percentage of Segment Revenue | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||||
| Builder operations | $ | 218,200 | $ | 192,827 | ||||||||||
| Corporate, other and unallocated (income) expense | 8,084 | (254) | ||||||||||||
| Net builder operations | 226,284 | 192,573 | 10.9 | % | 10.9 | % | ||||||||
| Land development | 282 | 404 | 1.0 | % | 5.1 | % | ||||||||
| Total selling, general and administrative expenses | $ | 226,566 | $ | 192,977 | 10.8 | % | 10.9 | % |
Selling, general and administrative expense as a percentage of revenue was 10.8% for the year ended December 31, 2024, which is substantially in line with 10.9% for the year ended December 31, 2023.
Builder Operations
Selling, general and administrative expenses as a percentage of revenue for builder operations remained flat year over year. Builder operations expenditures include salaries, sales commissions, and community costs such as advertising and marketing expenses, rent, professional fees, and non-capitalized property taxes.
Corporate, Other and Unallocated
Selling, general and administrative expense for the corporate, other and unallocated non-operating segment for the year ended December 31, 2024 was $8.1 million, compared to income of $0.3 million for the year ended December 31, 2023. The increase was driven by incentive compensation and charitable donations during the year ended December 31, 2024. Corporate, other and unallocated expenses generally include capitalized overhead adjustments that are not allocated to builder operations segments.
Equity in Income of Unconsolidated Entities
Equity in income of unconsolidated entities decreased to $5.1 million, or 69.6%, for the year ended December 31, 2024, compared to $16.7 million for the year ended December 31, 2023. This decrease is mainly due to the sale of our ownership interest in Challenger during the three months ended March 31, 2024, wherein, we recognized only one month of net earnings from this investment during 2024 compared to twelve months in the prior year. See Note 5 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for a summary of Green Brick’s share in net earnings by unconsolidated entity.
Other Income, Net
Other income, net, increased to $29.8 million for the year ended December 31, 2024, compared to $19.4 million for the year ended December 31, 2023. The change was primarily due to a $10.7 million gain in the sale of our investment in Challenger.
Income Tax Expense
Income tax expense increased to $94.7 million for the year ended December 31, 2024 from $84.6 million for the year ended December 31, 2023. The increase was substantially due to higher taxable income partially offset by investment tax credits purchased at a discount and an income tax benefit for equity compensation deductions. See Note 13 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for a discussion on the Company’s income tax expense for the year ended December 31, 2024.
Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022
For discussion and analysis of our results of operations for the year ended December 31, 2023 as well as for comparison to our results of operations for the year ended December 31, 2022, refer to Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2023.
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Lots Owned and Controlled
The following table presents the lots we owned or controlled, including lot option contracts, as of December 31, 2024 and December 31, 2023. Owned lots are those for which we hold title, while controlled lots are lots past feasibility studies and approved by land committee for which we do not hold title, but have the contractual right to acquire title.
| December 31, 2024 | December 31, 2023 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Central | Southeast | Total | Central | Southeast | Total | ||||||||||||
| Lots owned | |||||||||||||||||
| Finished lots | 3,932 | 790 | 4,722 | 4,014 | 964 | 4,978 | |||||||||||
| Lots in communities under development | 22,524 | 1,670 | 24,194 | 9,122 | 1,335 | 10,457 | |||||||||||
| Land held for future development (1) | 3,800 | — | 3,800 | 8,366 | — | 8,366 | |||||||||||
| Total lots owned | 30,256 | 2,460 | 32,716 | 21,502 | 2,299 | 23,801 | |||||||||||
| Lots controlled | |||||||||||||||||
| Lots under option contracts | 806 | — | 806 | 1,169 | — | 1,169 | |||||||||||
| Land under option for future development | 1,091 | 349 | 1,440 | 1,710 | 460 | 2,170 | |||||||||||
| Lots under option through unconsolidated development joint ventures | 2,614 | 255 | 2,869 | 1,210 | 331 | 1,541 | |||||||||||
| Total lots controlled | 4,511 | 604 | 5,115 | 4,089 | 791 | 4,880 | |||||||||||
| Total lots owned and controlled (2) | 34,767 | 3,064 | 37,831 | 25,591 | 3,090 | 28,681 | |||||||||||
| Percentage of lots owned | 87.0 | % | 80.3 | % | 86.5 | % | 84.0 | % | 74.4 | % | 83.0 | % |
(1) Land held for future development consist of raw land parcels where development activities have been postponed due to market conditions or other factors.
(2) Total lots excludes lots with homes under construction.
The following table presents additional information on the lots we owned as of December 31, 2024 and December 31, 2023.
| December 31, 2024 | December 31, 2023 | ||||
|---|---|---|---|---|---|
| Total lots owned (1) | 32,716 | 23,801 | |||
| Land under option for future acquisition and development | 1,440 | 2,170 | |||
| Lots under option through unconsolidated development joint ventures | 2,869 | 1,541 | |||
| Total lots self-developed | 37,025 | 27,512 | |||
| Self-developed lots as a percentage of total lots owned and controlled (1) | 97.9 | % | 95.9 | % |
(1) Total lots owned includes finished lot purchases, which were less than 1.4% of total lots self-developed as of December 31, 2024.
Liquidity and Capital Resources Overview
As of December 31, 2024 and December 31, 2023, we had $141.5 million and $179.8 million of unrestricted cash and cash equivalents, respectively. Our historical cash management strategy includes redeploying net cash from the sale of home inventory to acquire and develop land and lots that represent opportunities to generate desired margins and returns, and using cash to make additional investments in business acquisitions, joint ventures, or other strategic activities.
Our principal uses of capital for the year ended December 31, 2024 were home construction, land purchases, land development, operating expenses, and payment of routine liabilities. Historically, we have used funds generated by operations and available borrowings to meet our short-term working capital requirements. We remain focused on generating positive margins in our homebuilding operations and acquiring desirable land positions in order to maintain a strong balance sheet and remain poised for continued growth.
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Cash flows for each of our communities depend on the community’s stage in the development cycle. Early stages of development or expansion require significant cash outlays for land acquisitions, entitlements and other approvals, roads, utilities, general landscaping and other amenities, and home construction. These costs are a component of our inventory and are not recognized in our statement of income until a home closes. In the later stages of community life cycle, cash inflows may significantly exceed earnings reported for financial statement purposes, as the cash outflows associated with home construction and land development previously occurred.
Effective February 1, 2024, we sold our ownership interest in GB Challenger, LLC (“Challenger”) to the entity that already held the controlling interest in Challenger for approximately $64.0 million in cash. We used the proceeds from the transaction for investment in and expansion of opportunities with those builders in which we hold a controlling or one-hundred percent (100%) ownership interest, particularly including the growth and expansion of our Trophy brand in the DFW, Austin and Houston markets and launching our wholly owned mortgage company.
Our debt to total capitalization ratio, which is calculated as the sum of borrowings on lines of credit, the senior unsecured notes, and notes payable, net of debt issuance costs (“total debt”), divided by the total capitalization, which equals the sum of Green Brick Partners, Inc. stockholders’ equity and total debt, was approximately 17.2% as of December 31, 2024.
Additionally, as of December 31, 2024, our net debt to total capitalization ratio, which is a non-GAAP financial measure, remained low at 10.7%. It is our intent to prudently employ leverage to continue to invest in our land acquisition, development and homebuilding activities. We target a debt to total capitalization ratio of approximately 20%, which we expect will provide us with significant additional growth capital.
Reconciliation of a Non-GAAP Financial Measure
In this Annual Report on Form 10-K, we utilize a financial measure of net debt to total capitalization ratio that is a non-GAAP financial measure as defined by the SEC. Net debt to total capitalization is calculated as total debt less cash and cash equivalents, divided by the sum of total Green Brick Partners, Inc. stockholders’ equity and total debt less cash and cash equivalents. We present this measure because we believe it is useful to management and investors in evaluating the Company’s financing structure. We also believe this measure facilitates the comparison of our financing structure with other companies in our industry. Because this measure is not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), it may not be comparable to other similarly titled measures of other companies and should not be considered in isolation, as a substitute for, or superior to, financial measures prepared in accordance with GAAP.
The closest GAAP financial measure to the net debt to total capitalization ratio is the debt to total capitalization ratio. The following table represents a reconciliation of the net debt to total capitalization ratio as of December 31, 2024 (dollars in thousands):
| Gross | Cash and cash equivalents | Net | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Total debt, net of debt issuance costs | $ | 336,606 | $ | (141,543) | $ | 195,063 | ||||
| Total Green Brick Partners, Inc. stockholders’ equity | 1,625,415 | — | 1,625,415 | |||||||
| Total capitalization | $ | 1,962,021 | $ | (141,543) | $ | 1,820,478 | ||||
| Debt to total capitalization ratio | 17.2 | % | — | — | ||||||
| Net debt to total capitalization ratio | — | — | 10.7 | % |
Key Sources of Liquidity
Our key sources of liquidity were funds generated by operations and provided by borrowings during the year ended December 31, 2024.
Cash Flows
The following summarizes our primary sources and uses of cash for the year ended December 31, 2024 as compared to the year ended December 31, 2023:
•Operating activities. Net cash provided by operating activities for the year ended December 31, 2024 was $25.9 million, compared to $213.3 million during the year ended December 31, 2023. The net cash inflows for the year ended December 31, 2024 were primarily generated from business operations of $417.2 million offset by an increase in inventory of $403.3 million.
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•Investing activities. Net cash provided by investing activities for the year ended December 31, 2024 was $27.8 million compared to net cash used of $13.3 million during the year ended December 31, 2023. The cash inflows for the year ended December 31, 2024 were primarily from proceeds of $64.0 million from the sale of our interest in Challenger in February 2024, partially offset by $31.8 million used in other investments in unconsolidated entities.
•Financing activities. Net cash used in financing activities for the year ended December 31, 2024 was $93.5 million, compared to a $93.8 million during the year ended December 31, 2023. The cash outflows for the year ended December 31, 2024 were primarily related to share repurchases of $48.4 million, net borrowings on our lines of credit of $25.0 million, and repayments of our senior unsecured notes of $37.5 million.
For discussion and analysis our cash flows for the year ended December 31, 2023 as well as for comparison to our cash flows for the year ended December 31, 2022, refer to Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2023.
Debt Instruments
Borrowings on lines of credit outstanding, net of debt issuance costs, as of December 31, 2024 and December 31, 2023 consisted of the following (in thousands):
| December 31, 2024 | December 31, 2023 | |||||
|---|---|---|---|---|---|---|
| Secured Revolving Credit Facility | $ | — | $ | — | ||
| Unsecured Revolving Credit Facility | 25,000 | — | ||||
| Debt issuance costs, net of amortization | (2,355) | (2,328) | ||||
| Total borrowings on lines of credit, net | $ | 22,645 | $ | (2,328) |
Secured Revolving Credit Facility – As of December 31, 2024 and 2023, we had no outstanding amounts under our Secured Revolving Credit Facility. Borrowings under the Secured Revolving Credit Facility bear interest at a floating rate per annum equal to the rate announced by Bank of America, N.A. as its “Prime Rate” less 0.25%, subject to a minimum rate. As amended, this credit agreement matures on May 1, 2025 and carries a minimum interest rate of 3.15%.
Unsecured Revolving Credit Facility – As of December 31, 2024, we had $25 million outstanding under our Unsecured Revolving Credit facility compared no amounts outstanding as of December 31, 2023. On December 13, 2024, the Company entered into the Twelfth Amendment (the “Twelfth Amendment”) to this credit agreement which adopted a leverage-based pricing grid for a reduction in both interest rate and non-use fee and other administrative changes. The Twelfth Amendment removed one lender with a $25 million prior commitment and added $30 million in new commitments, thereby increasing total commitments to $330 million. The maturity of all commitments under the facility were extended to December 14, 2027.
Senior Unsecured Notes - As of December 31, 2024, we had four series of senior unsecured notes outstanding which were each issued pursuant to a note purchase agreement. The aggregate amount of senior unsecured notes outstanding was $299.1 million as of December 31, 2024, compared to $336.2 million as of December 31, 2023, respectively, net of issuance costs.
•In August 2019, we issued $75.0 million of senior unsecured notes (the “2026 Notes”) of which $62.5 million was outstanding as of December 31, 2024. Interest accrues at an annual rate of 4.0% and is payable quarterly. Principal on the 2026 Notes of $12.5 million is due on August 8, 2025 and the remaining principal amount of $50.0 million is due on August 8, 2026.
•In August 2020, we issued $37.5 million of senior unsecured notes (the “2027 Notes”). Interest accrues at an annual rate of 3.35% and is payable quarterly. Principal on the 2027 Notes is due on August 26, 2027.
•In February 2021, we issued $125.0 million of senior unsecured notes (the “2028 Notes”) of which $100.0 million was outstanding as of December 31, 2024. Interest accrues at an annual rate of 3.25% and is payable quarterly. Principal on the 2028 Notes is due in increments of $25.0 million annually on February 25 in each of 2025, 2026, 2027, and 2028.
•In December 2021, we issued $100.0 million of senior unsecured notes (the “2029 Notes”). Interest accrues at an annual rate of 3.25% and is payable quarterly. A required principal prepayment of $30.0 million is due on December 28, 2028. The remaining unpaid principal balance is due on December 28, 2029.
Optional prepayment is allowed with payment of a “make-whole” premium that fluctuates depending on market interest rates. Interest is payable quarterly in arrears.
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Our debt instruments require us to maintain specific financial covenants, each of which we were in compliance with as of December 31, 2024. Specifically, under the most restrictive covenants, we are required to maintain the following:
•a minimum interest coverage (consolidated EBITDA to interest incurred) of no less than 2.0 to 1.0. As of December 31, 2024, our interest coverage on a last 12 months’ basis was 34.76 to 1.0;
•a Consolidated Tangible Net Worth of no less than approximately $1,010.7 million. As of December 31, 2024, our Consolidated Tangible Net Worth was $1,621.9 million; and
•a maximum debt to total capitalization rolling average ratio of no more than 40.0%. As of December 31, 2024, we had a rolling average ratio of 18.0%.
As of December 31, 2024, we believe that our cash on hand, capacity available under our lines of credit, and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months and fund our operations. For more detailed information on our lines of credit, refer to Note 8 to the Consolidated Financial Statements located in Part II, Item 8 of this Annual Report on Form 10-K.
Preferred Equity
As of December 31, 2024 and December 31, 2023 we had 2,000,000 Depositary Shares issued and outstanding, each representing 1/1000 of a share of our 5.75% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”). We pay cumulative cash dividends on the Series A Preferred Stock, when and as declared by the Board, at the rate of 5.75% of the $25,000 liquidation preference per share. Dividends are payable quarterly in arrears. During each of the years ended December 31, 2024 and 2023, we paid dividends of $2.9 million on the Series A Preferred Stock. During the year ended December 31, 2022, we paid dividends of $2.8 million. On February 17, 2025, the Board declared a quarterly cash dividend of $0.359 per depositary share on the Series A Preferred Stock. The dividend is payable on March 15, 2025 to stockholders of record as of March 1, 2025.
Registration Statements
In September 2023, we filed with the SEC an automatic shelf registration statement on Form S-3 which enables us to issue shares of common stock, preferred stock or debt securities either separately or represented by warrants, or depositary shares as well as units that include any of these securities. Under the rules governing shelf registration statements, we will file a prospectus supplement and advise the SEC of the amount and type of securities each time we issue securities under this registration statement. The Company has not issued any securities under this registration statement through the date of this filing.
Off-Balance Sheet Arrangements
Land and Lot Option Contracts
In the ordinary course of business, we enter into land purchase contracts in order to procure lots for the construction of our homes in the future. We are subject to customary obligations associated with such contracts. These purchase contracts typically require an earnest money deposit, and the purchase of properties under these contracts is generally contingent upon satisfaction of certain requirements, including obtaining applicable property and development entitlements.
To a much lesser extent due to limited availability in our market of true lot developers, we also utilize option contracts with lot sellers as a method of acquiring lots in staged takedowns, which are the schedules that dictate when lots must be purchased to help manage the financial and market risk associated with land holdings, and to reduce the use of funds from our corporate financing sources. Lot option contracts generally require us to pay a non-refundable deposit for the right to acquire lots over a specified period of time at pre-determined prices that typically include escalations in lot prices over time.
Our utilization of lot option contracts is dependent on, among other things, the availability of lot developers willing to enter into these arrangements, the availability of capital to finance the development of optioned lots, general housing market conditions, and local market dynamics. Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions.
We generally have the right, at our discretion, to terminate our obligations under both purchase contracts and option contracts by forfeiting the earnest money deposit with no further financial responsibility to the seller.
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As of December 31, 2024, we had earnest money deposits of $9.7 million at risk associated with contracts to purchase 2,975 lots past feasibility studies with an aggregate purchase price of approximately $160.3 million.
Letters of Credit and Performance Bonds
Refer to Note 18 in the accompanying Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for details of letters of credit and performance bonds outstanding.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with GAAP requires management to use judgment and make estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues, costs and expenses during the reporting period. Management bases estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ from estimates under different assumptions or conditions. Management believes that the following accounting area is most critical to the portrayal of our financial condition and results of operations and requires the most subjective or complex judgments.
Impairment of Inventory
We value inventory at cost unless the carrying value is determined to be not recoverable in which case the affected inventory is written down to fair value. In accordance with Accounting Standards Codification 360, Property, Plant, and Equipment (“ASC 360”), we evaluate our inventory for indicators of impairment by individual community and development during each reporting period.
For our builder operations segments, during each reporting period, contribution margins on closed homes and homes under construction, and forecasted margins for future starts are reviewed at a community level by management. In the event that this review suggests higher potential for losses at a specific community, the Company monitors such communities by adding them to our “watchlist” communities, and, when an impairment indicator is present, further analysis is performed.
For our land development segment, we perform a quarterly review for indicators of impairment for each project which involves comparing anticipated lot sale revenues to projected costs (i.e. lot gross margins). For lots designated for our builders, we review land for indicators of impairment on a consolidated level, looking at overall projected home contribution margins. In determining the allocation of costs to a particular land parcel, we rely on project budgets which are based on a variety of assumptions, including assumptions about development schedules and future costs to be incurred. It is common that actual results differ from budgeted amounts for various reasons, including delays, changes in costs that have not been committed, unforeseen issues encountered during project development that fall outside the scope of existing contracts, or items that ultimately cost more or less than the budgeted amount. We apply procedures to maintain best estimates in our budgets, including assessing and revising project budgets on a periodic basis, obtaining commitments from subcontractors and vendors for future costs to be incurred and utilizing the most recent information available to estimate costs.
Each reporting period, management reviews each real estate asset with an indicator of impairment to determine whether the estimated remaining undiscounted future cash flows are more or less than the asset’s carrying value. The estimated cash flows are determined by projecting the remaining revenue from closings based on the contractual lot takedowns remaining, future projected lot takedowns, or historical and projected home sales or delivery absorptions for homebuilding operations and then comparing such projections to the remaining projected expenditures for development or home construction. Remaining projected expenditures are based on the most current pricing/bids received from subcontractors for current phases or homes under development. For future phases of land development, management uses its judgment to project potential cost increases. In determining the estimated cash flows for land held for sale, management considers recent comparisons to market comparable transactions, bona fide letters of intent from outside parties, executed sales contracts, broker quotes, and similar information. When projecting revenue, management does not assume improvement in market conditions.
If the estimated undiscounted cash flows are more than the asset’s carrying value, no impairment adjustment is required. However, if the estimated undiscounted cash flows are less than the asset’s carrying value, the asset is deemed impaired and will be written down to fair value. These impairment evaluations require us to make estimates and assumptions regarding future conditions, including the timing and amounts of development costs and sales prices of real estate assets, to determine if expected future cash flows will be sufficient to recover the asset’s carrying value.
Fair value is determined based on estimated future cash flows discounted for inherent risks associated with real estate assets. These discounted cash flows are impacted by expected risk based on estimated land development activities, construction
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and delivery timelines, market risk of price erosion, uncertainty of development or construction cost increases, and other risks specific to the asset or market conditions where the asset is located when the assessment is made. These factors are specific to each community and may vary among communities. When deemed appropriate, we use recent comparisons to market comparable transactions, bona fide letters of intent from outside parties, executed sales contracts, broker quotes, or similar information as inputs to estimate the fair value of certain real estate assets.
When estimating cash flows of a community, management makes various assumptions, including: (i) expected sales prices and sales incentives to be offered, including the number of homes available, pricing and incentives being offered by us or other builders, and future sales price adjustments based on market and economic trends; (ii) expected sales pace and cancellation rates based on local housing market conditions, competition and historical trends; (iii) costs expended to date and expected to be incurred including, but not limited to, land and land development costs, home construction costs, interest costs, indirect construction and overhead costs, and selling and marketing costs; (iv) alternative product offerings that may be offered that could have an impact on sales pace, sales price and/or building costs; and (v) alternative uses for the property.
Many assumptions are interdependent and a change in one may require a corresponding change to other assumptions. For example, increasing or decreasing sales absorption rates has a direct impact on the estimated per unit sales price of a home, the level of time-sensitive costs (such as indirect construction, overhead and carrying costs), and selling and marketing costs (such as model home maintenance costs and advertising costs). Due to uncertainties in the estimation process, the volatility in demand for new housing and the long life cycle of many communities, actual results could differ significantly from such estimates.
Refer to Note 1 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further description of our significant accounting policies.
Recent Accounting Pronouncements
See Note 1 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for recent accounting pronouncements.
FY 2023 10-K MD&A
SEC filing source: 0001373670-24-000008.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For business overview and developments during the year ended December 31, 2023, refer to Part I, Item 1 of this Annual Report on Form 10-K.
Overview and Outlook
Our key financial and operating metrics are home deliveries, home closings revenue, average sales price of homes delivered, and net new home orders, which refers to the number of sales contracts executed reduced by the number of sales contracts canceled during the relevant period. Our results for each key financial and operating metric, as compared to the year ended December 31, 2022, are provided below:
| Year Ended | ||
|---|---|---|
| December 31, 2023 | ||
| Home deliveries | Increased by 7.1% | |
| Home closings revenue | Increased by 4.2% | |
| Average sales price of homes delivered | Decreased by 2.7% | |
| Net new home orders | Increased by 70.1% |
The strong performance on most of our key metrics year over year is attributable to our superior infill and infill-adjacent locations in high-growth markets, our reduced cycle times, the continued low supply of existing and new home inventory in our markets, and increased revenue by our Texas builders. The decrease in the average sales price of homes delivered is attributable to an increase in the percentage of home deliveries by Trophy Signature Homes, Centre Living Homes, and CB JENI Homes over last year. These homebuilders had an average sales price below the Company average.
2023 Developments
Among the 12 largest metropolitan areas in the country, the Dallas and Atlanta areas ranked first and seventh, respectively, in annual rate of job growth from November 2022 to November 2023 (Source: US Bureau of Labor Statistics, November 2023). We believe we operate in two of the most desirable housing markets in the nation and that increasing demand and supply levels in our target markets create favorable conditions for our future growth.
Results of Operations
Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022
Residential Units Revenue and New Homes Delivered
The table below represents residential units revenue and new homes delivered for the years ended December 31, 2023 and December 31, 2022 (dollars in thousands):
| Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | Change | % | ||||||||||||
| Home closings revenue | $ | 1,767,788 | $ | 1,696,911 | $ | 70,877 | 4.2 | % | |||||||
| Mechanic’s lien contracts revenue | 1,467 | 7,040 | (5,573) | (79.2) | % | ||||||||||
| Residential units revenue | $ | 1,769,255 | $ | 1,703,951 | $ | 65,304 | 3.8 | % | |||||||
| New homes delivered | 3,123 | 2,916 | 207 | 7.1 | % | ||||||||||
| Average sales price of homes delivered | $ | 566.1 | $ | 581.9 | $ | (15.8) | (2.7) | % |
The $65.3 million increase in residential units revenue was driven by the 7.1% increase in the number of homes delivered partially offset by a 2.7% decrease in average sales price of new homes delivered. The increase in new homes delivered is attributable to the limited competition in our infill and infill-adjacent community sites, our reduced cycle times, and the continued low supply of existing and new home inventory in our markets. The decrease in the average sales price of homes delivered is attributable to an increase in the percentage of home deliveries by Trophy Signature Homes, Centre Living Homes, and CB JENI Homes over last year. These homebuilders had an average sales price below the Company average due to a mix of product type and selling more inventory in perimeter locations.
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New Home Orders and Backlog
The table below represents new home orders and backlog related to our builder operations segments, excluding mechanic’s liens contracts (dollars in thousands):
| Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | Change | % | ||||||||||||
| Net new home orders | 3,356 | 1,973 | 1,383 | 70.1 | % | ||||||||||
| Revenue from net new home orders | $ | 1,953,903 | $ | 1,210,315 | $ | 743,588 | 61.4 | % | |||||||
| Average selling price of net new home orders | $ | 582.2 | $ | 613.4 | $ | (31.2) | (5.1) | % | |||||||
| Cancellation rate | 6.6 | % | 13.8 | % | (7.2) | % | (52.2) | % | |||||||
| Absorption rate per average active selling community per quarter | 9.9 | 6.5 | 3.4 | 52.3 | % | ||||||||||
| Average active selling communities | 85 | 76 | 9 | 11.8 | % | ||||||||||
| Active selling communities at end of period | 91 | 80 | 11 | 13.8 | % | ||||||||||
| Backlog | $ | 555,200 | $ | 369,095 | $ | 186,105 | 50.4 | % | |||||||
| Backlog units | 770 | 537 | 233 | 43.4 | % | ||||||||||
| Average sales price of backlog | $ | 721.0 | $ | 687.3 | $ | 33.7 | 4.9 | % |
Net new home orders increased by 70.1% over the prior year, and our absorption rate per average active selling community increased 52.3% year over year. The increase in net new home orders is attributable to the increase in our active selling communities, the limited competition in our infill and infill-adjacent community sites, improved homebuyer sentiment, and the continued low supply of existing and new home inventory in our markets.
Backlog refers to homes under sales contracts that have not yet closed at the end of the relevant period, and absorption rate refers to the rate at which net new home orders are contracted per average active selling community during the relevant period. There are instances in which sales contracts are canceled after execution, such as when the homebuyer cancels because of the inability to obtain suitable mortgage financing within a contractually specified time period. Accordingly, backlog may not be indicative of our future revenue.
Backlog increased by 50.4% with a 43.4% increase in backlog units and a 4.9% increase in the average sales price of backlog units. As a result, our spec units under construction as a percentage of total units under construction declined from 73.4% as of December 31, 2022 to 69.8% as of December 31, 2023.
Our cancellation rate, which refers to sales contracts canceled divided by sales contracts executed during the relevant period, was 6.6% for the year ended December 31, 2023, compared to 13.8% for the year ended December 31, 2022.
Residential Units Gross Margin
The table below represents the components of residential units gross margin (dollars in thousands):
| Years Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||||||
| Home closings revenue | $ | 1,767,788 | 100.0 | % | $ | 1,696,911 | 100.0 | % | ||||||
| Cost of homebuilding units | 1,222,134 | 69.1 | % | 1,190,782 | 70.2 | % | ||||||||
| Homebuilding gross margin | $ | 545,654 | 30.9 | % | $ | 506,129 | 29.8 | % | ||||||
| Mechanic’s lien contracts revenue | $ | 1,467 | 100.0 | % | $ | 7,040 | 100.0 | % | ||||||
| Cost of mechanic’s lien contracts | 945 | 64.4 | % | 6,132 | 87.1 | % | ||||||||
| Mechanic’s lien contracts gross margin | $ | 522 | 35.6 | % | $ | 908 | 12.9 | % | ||||||
| Residential units revenue | $ | 1,769,255 | 100.0 | % | $ | 1,703,951 | 100.0 | % | ||||||
| Cost of residential units | 1,223,079 | 69.1 | % | 1,196,914 | 70.2 | % | ||||||||
| Residential units gross margin | $ | 546,176 | 30.9 | % | $ | 507,037 | 29.8 | % |
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Residential units revenue increased by $65.3 million or 3.8% during the year ended December 31, 2023 due to the increase in home deliveries partially offset by a reduction in average sales price. Cost of residential units for the year ended December 31, 2023 increased by $26.2 million, or 2.2%, compared to the year ended December 31, 2022 due to the increase in units delivered.
The residential units gross margin percentage for the year ended December 31, 2023 increased to 30.9%, compared to 29.8% for the year ended December 31, 2022. The increase in residential units gross margin is primarily due to strong sales, lower construction costs, and limited competition in our infill and infill-adjacent community sites.
Land and Lots Revenue
The table below represents lots closed and land and lots revenue (dollars in thousands):
| Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | Change | % | ||||||||||||
| Lots revenue | $ | 7,426 | $ | 19,090 | $ | (11,664) | (61.1) | % | |||||||
| Land revenue | 1,029 | 34,752 | (33,723) | (97.0) | % | ||||||||||
| Land and lots revenue | $ | 8,455 | $ | 53,842 | $ | (45,387) | (84.3) | % | |||||||
| Lots closed | 73 | 288 | (215) | (74.7) | % | ||||||||||
| Average sales price of lots closed | $ | 101.7 | $ | 66.3 | $ | 35.4 | 53.4 | % |
From time to time, we will opportunistically sell finished lots to other homebuilders when we determine that we have excess capacity in specific neighborhoods or submarkets. Lots revenue decreased by 61.1% during the year ended December 31, 2023, driven by a 74.7% decrease in the number of lots closed partially offset by a 53.4% increase in the average lot price. Land revenue represents sales of tracts of land during the year ended December 31, 2022 and 2023.
Selling, General and Administrative Expenses
The table below represents the components of selling, general and administrative expense (dollars in thousands):
| Years Ended December 31, | As Percentage of Segment Revenue | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||||
| Builder operations | $ | 192,827 | $ | 166,816 | ||||||||||
| Corporate, other and unallocated (income) expense | (254) | (3,494) | ||||||||||||
| Net builder operations | 192,573 | 163,322 | 10.9 | % | 9.5 | % | ||||||||
| Land development | 404 | 621 | 5.1 | % | 1.3 | % | ||||||||
| Total selling, general and administrative expenses | $ | 192,977 | $ | 163,943 | 10.9 | % | 9.3 | % |
Selling, general and administrative expense as a percentage of revenue increased by 1.6% for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to an increase in brokerage commissions.
Builder Operations
Selling, general and administrative expenses as a percentage of revenue for builder operations increased from 9.5% to 10.9% due to an increase in brokerage commissions. Builder operations expenditures include salaries, sales commissions, and community costs such as advertising and marketing expenses, rent, professional fees, and non-capitalized property taxes.
Corporate, Other and Unallocated
Selling, general and administrative expense for the corporate, other and unallocated non-operating segment for the year ended December 31, 2023 was income of $0.3 million, compared to income of $3.5 million for the year ended December 31, 2022. The change was driven primarily by an increase in capitalized overhead adjustments that are not allocated to our builder operations and land development segments.
Equity in Income of Unconsolidated Entities
Equity in income of unconsolidated entities decreased to $16.7 million, or 34.7%, for the year ended December 31, 2023, compared to $25.6 million for the year ended December 31, 2022, primarily due to a decrease in earnings from GB Challenger. See Note 5 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for a summary of Green Brick’s share in net earnings by unconsolidated entity.
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Other Income, Net
Other income, net, increased to $19.4 million for the year ended December 31, 2023, compared to $11.8 million for the year ended December 31, 2022. The change was primarily due to an increase in interest income.
Income Tax Expense
Income tax expense increased to $84.6 million for the year ended December 31, 2023 from $82.5 million for the year ended December 31, 2022. The increase was primarily due to a reduction in Section 45L tax credits and increased state tax expense. See Note 13 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for a discussion on the Company’s income tax expense for the year ended December 31, 2023.
Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021
For discussion and analysis of our results of operations for the year ended December 31, 2022 as well as for comparison to our results of operations for the year ended December 31, 2021, refer to Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2022.
Lots Owned and Controlled
The following table presents the lots we owned or controlled, including lot option contracts, as of December 31, 2023 and December 31, 2022. Owned lots are those for which we hold title, while controlled lots are lots past feasibility studies for which we do not hold title, but have the contractual right to acquire title.
| December 31, 2023 | December 31, 2022 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Central | Southeast | Total | Central | Southeast | Total | ||||||||||||
| Lots owned | |||||||||||||||||
| Finished lots | 4,014 | 964 | 4,978 | 1,901 | 998 | 2,899 | |||||||||||
| Lots in communities under development | 9,122 | 1,335 | 10,457 | 10,309 | 1,698 | 12,007 | |||||||||||
| Land held for future development(1) | 8,366 | — | 8,366 | 6,575 | — | 6,575 | |||||||||||
| Total lots owned | 21,502 | 2,299 | 23,801 | 18,785 | 2,696 | 21,481 | |||||||||||
| Lots controlled | |||||||||||||||||
| Lots under option contracts | 1,169 | — | 1,169 | 2,212 | 6 | 2,218 | |||||||||||
| Land under option for future development | 1,710 | 460 | 2,170 | 110 | 18 | 128 | |||||||||||
| Lots under option through unconsolidated development joint ventures | 1,210 | 331 | 1,541 | 1,289 | 411 | 1,700 | |||||||||||
| Total lots controlled | 4,089 | 791 | 4,880 | 3,611 | 435 | 4,046 | |||||||||||
| Total lots owned and controlled (2) | 25,591 | 3,090 | 28,681 | 22,396 | 3,131 | 25,527 | |||||||||||
| Percentage of lots owned | 84.0 | % | 74.4 | % | 83.0 | % | 83.9 | % | 86.1 | % | 84.2 | % |
(1) Land held for future development consist of raw land parcels where development activities have been postponed due to market conditions or other factors.
(2) Total lots excludes lots with homes under construction.
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The following table presents additional information on the lots we owned as of December 31, 2023 and December 31, 2022.
| December 31, 2023 | December 31, 2022 | ||||
|---|---|---|---|---|---|
| Total lots owned(1) | 23,801 | 21,481 | |||
| Land under option for future acquisition and development | 2,170 | 128 | |||
| Lots under option through unconsolidated development joint ventures | 1,541 | 1,700 | |||
| Total lots self-developed | 27,512 | 23,309 | |||
| Self-developed lots as a percentage of total lots owned and controlled(1) | 95.9 | % | 91.3 | % |
(1) Total lots owned includes finished lot purchases, which were less than 3.2% of total lots self-developed as of December 31, 2023.
Liquidity and Capital Resources Overview
As of December 31, 2023 and December 31, 2022, we had $179.8 million and $76.6 million of unrestricted cash, respectively. Our historical cash management strategy includes redeploying net cash from the sale of home inventory to acquire and develop land and lots that represent opportunities to generate desired margins and returns, and using cash to make additional investments in business acquisitions, joint ventures, or other strategic activities.
Our principal uses of capital for the year ended December 31, 2023 were home construction, land purchases, land development, repayments of lines of credit, operating expenses, payment of routine liabilities and stock repurchases. Historically, we have used funds generated by operations and available borrowings to meet our short-term working capital requirements. We remain focused on generating positive margins in our homebuilding operations and acquiring desirable land positions in order to maintain a strong balance sheet and remain poised for continued growth.
Cash flows for each of our communities depend on the community’s stage in the development cycle. Early stages of development or expansion require significant cash outlays for land acquisitions, entitlements and other approvals, roads, utilities, general landscaping and other amenities, and home construction. These costs are a component of our inventory and are not recognized in our statement of income until a home closes. In the later stages of community life cycle, cash inflows may significantly exceed earnings reported for financial statement purposes, as the cash outflows associated with home construction and land development previously occurred.
Our debt to total capitalization ratio, which is calculated as the sum of borrowings on lines of credit, the senior unsecured notes, and notes payable, net of debt issuance costs (“total debt”), divided by the total capitalization, which equals the sum of Green Brick Partners, Inc. stockholders’ equity and total debt, was approximately 21.1% as of December 31, 2023.
Additionally, as of December 31, 2023, our net debt to total capitalization ratio, which is a non-GAAP financial measure, remained low at 11.4%. It is our intent to prudently employ leverage to continue to invest in our land acquisition, development and homebuilding activities. We target a debt to total capitalization ratio of approximately 30%, which we expect will provide us with significant additional growth capital.
Reconciliation of a Non-GAAP Financial Measure
In this Annual Report on Form 10-K, we utilize a financial measure of net debt to total capitalization ratio that is a non-GAAP financial measure as defined by the Securities and Exchange Commission (“SEC”). Net debt to total capitalization is calculated as total debt less cash and cash equivalents, divided by the sum of total Green Brick Partners, Inc. stockholders’ equity and total debt less cash and cash equivalents. We present this measure because we believe it is useful to management and investors in evaluating the Company’s financing structure. We also believe this measure facilitates the comparison of our financing structure with other companies in our industry. Because this measure is not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), it may not be comparable to other similarly titled measures of other companies and should not be considered in isolation, as a substitute for, or superior to, financial measures prepared in accordance with GAAP.
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The closest GAAP financial measure to the net debt to total capitalization ratio is the debt to total capitalization ratio. The following table represents a reconciliation of the net debt to total capitalization ratio as of December 31, 2023 (dollars in thousands):
| Gross | Cash and cash equivalents | Net | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Total debt, net of debt issuance costs | $ | 346,860 | $ | (179,756) | $ | 167,104 | ||||
| Total Green Brick Partners, Inc. stockholders’ equity | 1,300,704 | — | 1,300,704 | |||||||
| Total capitalization | $ | 1,647,564 | $ | (179,756) | $ | 1,467,808 | ||||
| Debt to total capitalization ratio | 21.1 | % | — | — | ||||||
| Net debt to total capitalization ratio | — | — | 11.4 | % |
Key Sources of Liquidity
Our key sources of liquidity were funds generated by operations and provided by borrowings during the year ended December 31, 2023.
Cash Flows
The following summarizes our primary sources and uses of cash for the year ended December 31, 2023 as compared to the year ended December 31, 2022:
•Operating activities. Net cash provided by operating activities for the year ended December 31, 2023 was $213.3 million, compared to $90.7 million during the year ended December 31, 2022. The net cash inflows for the year ended December 31, 2023 were primarily generated from business operations of $306.7 million, partially offset by an increase in inventory of $109.2 million.
•Investing activities. Net cash used in investing activities for the year ended December 31, 2023 increased to $13.3 million compared to $6.5 million for the year ended December 31, 2022. The increase in cash outflows was primarily due to the purchase of property and equipment, net of disposals of $7.8 million during the year ended December 31, 2023.
•Financing activities. Net cash used in financing activities for the year ended December 31, 2023 was $93.8 million, compared to a $84.5 million during the year ended December 31, 2022. The cash outflows for the year ended December 31, 2023 were primarily for share repurchases of $45.8 million, net repayments on our lines of credit of $20.0 million and distributions to noncontrolling interests of $19.1 million.
For discussion and analysis our cash flows for the year ended December 31, 2022 as well as for comparison to our cash flows for the year ended December 31, 2021, refer to Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2022.
Debt Instruments
Borrowings on lines of credit outstanding, net of debt issuance costs, as of December 31, 2023 and December 31, 2022 consisted of the following (in thousands):
| December 31, 2023 | December 31, 2022 | |||||
|---|---|---|---|---|---|---|
| Secured Revolving Credit Facility | $ | — | $ | — | ||
| Unsecured Revolving Credit Facility | — | 20,000 | ||||
| Debt issuance costs, net of amortization | (2,328) | (2,605) | ||||
| Total borrowings on lines of credit, net | $ | (2,328) | $ | 17,395 |
Secured Revolving Credit Facility – As of December 31, 2023 and 2022, we had no outstanding amounts under our Secured Revolving Credit Facility. Borrowings under the Secured Revolving Credit Facility bear interest at a floating rate per annum equal to the rate announced by Bank of America, N.A. as its “Prime Rate” less 0.25%, subject to a minimum rate. On February 9, 2022, the Company entered into the Eighth Amendment to this credit agreement to extend its maturity date to May 1, 2025 and to reduce the minimum interest rate from 4.00% to 3.15%. All other material terms of the credit agreement, as amended, remained unchanged.
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Unsecured Revolving Credit Facility – As of December 31, 2023, we had no amounts outstanding under our Unsecured Revolving Credit facility compared to $20 million as of December 31, 2022. On December 8, 2023, the Company entered into the Eleventh Amendment to this credit agreement which revised certain financial covenants in order to appropriately reflect the Company’s size and growth. The Eleventh Amendment also extends the maturity of $300.0 million of the commitments under the credit facility through December 14, 2026, with the remaining $25.0 million commitment expiring December 14, 2025.
Senior Unsecured Notes - As of December 31, 2023, we had four series of senior unsecured notes outstanding which were each issued pursuant to a note purchase agreement. The aggregate amount of senior unsecured notes outstanding was $336.2 million as of December 31, 2023, compared to $335.8 million as of December 31, 2022, respectively, net of issuance costs.
•In August 2019, we issued $75.0 million of senior unsecured notes (the “2026 Notes”). Interest accrues at an annual rate of 4.0% and is payable quarterly. Principal on the 2026 Notes is required to be paid in increments of $12.5 million on each of August 8, 2024 and August 8, 2025 with a final principal payment of $50.0 million on August 8, 2026.
•In August 2020, we issued $37.5 million of senior unsecured notes (the “2027 Notes”). Interest accrues at an annual rate of 3.35% and is payable quarterly. Principal on the 2027 Notes is due on August 26, 2027.
•In February 2021, we issued $125.0 million of senior unsecured notes (the “2028 Notes”). Interest accrues at an annual rate of 3.25% and is payable quarterly. Principal on the 2028 Notes is due in increments of $25.0 million annually on February 25 in each of 2024, 2025, 2026, 2027, and 2028.
•In December 2021, we issued $100.0 million of senior unsecured notes (the “2029 Notes”). Interest accrues at an annual rate of 3.25% and is payable quarterly. A required principal prepayment of $30.0 million is due on December 28, 2028. The remaining unpaid principal balance is due on December 28, 2029.
Optional prepayment is allowed with payment of a “make-whole” premium that fluctuates depending on market interest rates. Interest is payable quarterly in arrears.
Our debt instruments require us to maintain specific financial covenants, each of which we were in compliance with as of December 31, 2023. Specifically, under the most restrictive covenants, we are required to maintain the following:
•a minimum interest coverage (consolidated EBITDA to interest incurred) of no less than 2.0 to 1.0. As of December 31, 2023, our interest coverage on a last 12 months’ basis was 26.4 to 1.0;
•a Consolidated Tangible Net Worth of no less than approximately $820.8 million. As of December 31, 2023, our Consolidated Tangible Net Worth was $1,298.9 million; and
•a maximum debt to total capitalization rolling average ratio of no more than 40.0%. As of December 31, 2023, we had a rolling average ratio of 21.9%.
As of December 31, 2023, we believe that our cash on hand, capacity available under our lines of credit and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months and fund our operations. For more detailed information on our lines of credit, refer to Note 8 to the Consolidated Financial Statements located in Part II, Item 8 of this Annual Report on Form 10-K.
Preferred Equity
As of December 31, 2023 and December 31, 2022 we had 2,000,000 Depositary Shares issued and outstanding, each representing 1/1000 of a share of our 5.75% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”). We pay cumulative cash dividends on the Series A Preferred Stock, when and as declared by the Board, at the rate of 5.75% of the $25,000 liquidation preference per share. Dividends are payable quarterly in arrears. During the year ended December 31, 2023 and December 31, 2022, we paid dividends of $2.9 million and $2.8 million, respectively, on the Series A Preferred Stock. As the series A Preferred Stock was issued in December 2021, no dividend payments were made during the year ended December 31, 2021. On February 15, 2024, the Board declared a quarterly cash dividend of $0.359 per depositary share on the Series A Preferred Stock. The dividend is payable on March 15, 2024 to stockholders of record as of March 1, 2024.
Registration Statements
In September 2023, we filed with the SEC an automatic shelf registration statement on Form S-3 which enables us to issue shares of common stock, preferred stock or debt securities either separately or represented by warrants, or depositary shares as well as units that include any of these securities. Under the rules governing shelf registration statements, we will file a prospectus supplement and advise the SEC of the amount and type of securities each time we issue securities under this
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registration statement. The Company has not issued any securities under this registration statement through the date of this filing.
Off-Balance Sheet Arrangements
Land and Lot Option Contracts
In the ordinary course of business, we enter into land purchase contracts in order to procure lots for the construction of our homes in the future. We are subject to customary obligations associated with such contracts. These purchase contracts typically require an earnest money deposit, and the purchase of properties under these contracts is generally contingent upon satisfaction of certain requirements, including obtaining applicable property and development entitlements.
We also utilize option contracts with lot sellers as a method of acquiring lots in staged takedowns, which are the schedules that dictate when lots must be purchased to help manage the financial and market risk associated with land holdings, and to reduce the use of funds from our corporate financing sources. Lot option contracts generally require us to pay a non-refundable deposit for the right to acquire lots over a specified period of time at pre-determined prices that typically include escalations in lot prices over time.
Our utilization of lot option contracts is dependent on, among other things, the availability of land sellers willing to enter into these arrangements, the availability of capital to finance the development of optioned lots, general housing market conditions and local market dynamics. Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions.
We generally have the right, at our discretion, to terminate our obligations under both purchase contracts and option contracts by forfeiting the earnest money deposit with no further financial responsibility to the seller.
As of December 31, 2023, we had earnest money deposits of $13.4 million at risk associated with contracts to purchase 3,757 lots past feasibility studies with an aggregate purchase price of approximately $177.0 million.
Letters of Credit and Performance Bonds
Refer to Note 18 in the accompanying Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for details of letters of credit and performance bonds outstanding.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with GAAP requires management to use judgment and make estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues, costs and expenses during the reporting period. Management bases estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ from estimates under different assumptions or conditions. Management believes that the following accounting area is most critical to the portrayal of our financial condition and results of operations and requires the most subjective or complex judgments.
Impairment of Inventory
We value inventory at cost unless the carrying value is determined to be not recoverable in which case the affected inventory is written down to fair value. In accordance with Accounting Standards Codification 360, Property, Plant, and Equipment (“ASC 360”), we evaluate our inventory for indicators of impairment by individual community and development during each reporting period.
For our builder operations segments, during each reporting period, contribution margins on closed homes, average margins of homes under construction, and forecasted margins for future starts are reviewed at a community level by management. In the event that this review suggests higher potential for losses at a specific community, the Company monitors such communities by adding them to our “watchlist” communities, and, when an impairment indicator is present, further analysis is performed.
For our land development segment, we perform a quarterly review for indicators of impairment for each project which involves comparing anticipated lot sale revenues to projected costs (i.e. lot gross margins). For lots designated for our builders, we review land for indicators of impairment on a consolidated level, looking at overall projected home contribution margins. In determining the allocation of costs to a particular land parcel, we rely on project budgets which are based on a variety of assumptions, including assumptions about development schedules and future costs to be incurred. It is common that actual
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results differ from budgeted amounts for various reasons, including delays, changes in costs that have not been committed, unforeseen issues encountered during project development that fall outside the scope of existing contracts, or items that ultimately cost more or less than the budgeted amount. We apply procedures to maintain best estimates in our budgets, including assessing and revising project budgets on a periodic basis, obtaining commitments from subcontractors and vendors for future costs to be incurred and utilizing the most recent information available to estimate costs.
Each reporting period, management reviews each real estate asset with an indicator of impairment to determine whether the estimated remaining undiscounted future cash flows are more or less than the asset’s carrying value. The estimated cash flows are determined by projecting the remaining revenue from closings based on the contractual lot takedowns remaining, future projected lot takedowns, or historical and projected home sales or delivery absorptions for homebuilding operations and then comparing such projections to the remaining projected expenditures for development or home construction. Remaining projected expenditures are based on the most current pricing/bids received from subcontractors for current phases or homes under development. For future phases of land development, management uses its judgment to project potential cost increases. In determining the estimated cash flows for land held for sale, management considers recent comparisons to market comparable transactions, bona fide letters of intent from outside parties, executed sales contracts, broker quotes, and similar information. When projecting revenue, management does not assume improvement in market conditions.
If the estimated undiscounted cash flows are more than the asset’s carrying value, no impairment adjustment is required. However, if the estimated undiscounted cash flows are less than the asset’s carrying value, the asset is deemed impaired and will be written down to fair value. These impairment evaluations require us to make estimates and assumptions regarding future conditions, including the timing and amounts of development costs and sales prices of real estate assets, to determine if expected future cash flows will be sufficient to recover the asset’s carrying value.
Fair value is determined based on estimated future cash flows discounted for inherent risks associated with real estate assets. These discounted cash flows are impacted by expected risk based on estimated land development activities, construction and delivery timelines, market risk of price erosion, uncertainty of development or construction cost increases, and other risks specific to the asset or market conditions where the asset is located when the assessment is made. These factors are specific to each community and may vary among communities. When deemed appropriate, we use recent comparisons to market comparable transactions, bona fide letters of intent from outside parties, executed sales contracts, broker quotes, or similar information as inputs to estimate the fair value of certain real estate assets.
When estimating cash flows of a community, management makes various assumptions, including: (i) expected sales prices and sales incentives to be offered, including the number of homes available, pricing and incentives being offered by us or other builders, and future sales price adjustments based on market and economic trends; (ii) expected sales pace and cancellation rates based on local housing market conditions, competition and historical trends; (iii) costs expended to date and expected to be incurred including, but not limited to, land and land development costs, home construction costs, interest costs, indirect construction and overhead costs, and selling and marketing costs; (iv) alternative product offerings that may be offered that could have an impact on sales pace, sales price and/or building costs; and (v) alternative uses for the property.
Many assumptions are interdependent and a change in one may require a corresponding change to other assumptions. For example, increasing or decreasing sales absorption rates has a direct impact on the estimated per unit sales price of a home, the level of time-sensitive costs (such as indirect construction, overhead and carrying costs), and selling and marketing costs (such as model home maintenance costs and advertising costs). Due to uncertainties in the estimation process, the volatility in demand for new housing and the long life cycle of many communities, actual results could differ significantly from such estimates.
Refer to Note 1 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further description of our significant accounting policies.
Recent Accounting Pronouncements
See Note 1 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for recent accounting pronouncements.
FY 2022 10-K MD&A
SEC filing source: 0001373670-23-000006.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For business overview and developments during the year ended December 31, 2022, refer to Part I, Item 1 of this Annual Report on Form 10-K.
Overview and Outlook
Our key financial and operating metrics are home deliveries, home closings revenue, average sales price of homes delivered, and net new home orders, which refers to the number of sales contracts executed reduced by the number of sales contracts canceled during the relevant period. Our results for each key financial and operating metric, as compared to the year ended December 31, 2021, are provided below:
| Year Ended | ||
|---|---|---|
| December 31, 2022 | ||
| Home deliveries | Increased by 2.9% | |
| Home closings revenue | Increased by 30.0% | |
| Average sales price of homes delivered | Increased by 26.3% | |
| Net new home orders | Decreased by 30.8% |
The expansion of our revenues year over year is primarily attributable to the strong performance of our Trophy division, growth in the average selling price of homes, the impact of macroeconomic factors, and an influx of millennial first-time home buyers during the first half of the year. The significant increase in new home construction in our markets has, in turn, led to increased demand for labor and the raw materials, products and appliances for new homes. Due to the increased demand, we have experienced increases in cost and decreased availability of skilled labor as well as increases, shortages, and significant extensions to our lead time for the delivery of key materials and inputs. Additionally, the recent rapid rise in interest rates as well as the inflationary impact on buying power has impacted the ability of some buyers to qualify for mortgages in spite of unsatisfied demand for homes and the continued undersupply of existing and new home inventory.
2022 Developments
From October 2021 to October 2022, homes in the DFW and Atlanta markets appreciated by 13.5% and 14.9%, respectively, compared to 8.6% average appreciation for 20 major U.S. metropolitan areas (Source: S&P Dow Jones Indices & CoreLogic, October 31, 2022). Among the 12 largest metropolitan areas in the country, the Dallas and Atlanta areas ranked third and sixth, respectively, in annual rate of job growth from November 2021 to November 2022 (Source: US Bureau of Labor Statistics, November 2022). We believe that we operate in two of the most desirable housing markets in the nation and that increasing demand and supply constraints in our target markets create favorable conditions for our future growth.
Results of Operations
Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021
Residential Units Revenue and New Homes Delivered
The table below represents residential units revenue and new homes delivered for the years ended December 31, 2022 and December 31, 2021 (dollars in thousands):
| Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % | ||||||||||||
| Home closings revenue | $ | 1,696,911 | $ | 1,305,620 | $ | 391,291 | 30.0 | % | |||||||
| Mechanic’s lien contracts revenue | 7,040 | 4,067 | 2,973 | 73.1 | % | ||||||||||
| Residential units revenue | $ | 1,703,951 | $ | 1,309,687 | $ | 394,264 | 30.1 | % | |||||||
| New homes delivered | 2,916 | 2,834 | 82 | 2.9 | % | ||||||||||
| Average sales price of homes delivered | $ | 581.9 | $ | 460.7 | $ | 121.2 | 26.3 | % |
The $394.3 million increase in residential units revenue was driven by the 26.3% increase in the average sales price of homes delivered for the year ended December 31, 2022 and the 2.9% increase in the number of homes delivered. The increase
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in the average sales price of homes delivered for the year ended December 31, 2022 was attributable to overall price increases driven by high demand and low supply of inventory.
New Home Orders and Backlog
The table below represents new home orders and backlog related to our builder operations segments, excluding mechanic’s liens contracts (dollars in thousands):
| Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % | ||||||||||||
| Net new home orders | 1,973 | 2,851 | (878) | (30.8) | % | ||||||||||
| Revenue from new net home orders | $ | 1,210,315 | $ | 1,488,613 | $ | (278,298) | (18.7) | % | |||||||
| Average selling price of net new home orders | $ | 613.4 | $ | 522.1 | $ | 91.3 | 17.5 | % | |||||||
| Cancellation rate | 13.8 | % | 7.7 | % | 6.1 | % | 79.2 | % | |||||||
| Absorption rate per average active selling community per quarter | 6.5 | 8.2 | (1.7) | (20.7) | % | ||||||||||
| Average active selling communities | 76 | 87 | (11) | (12.6) | % | ||||||||||
| Active selling communities at end of period | 80 | 74 | 6 | 8.1 | % | ||||||||||
| Backlog | $ | 369,095 | $ | 869,856 | $ | (500,761) | (57.6) | % | |||||||
| Backlog units | 537 | 1,480 | (943) | (63.7) | % | ||||||||||
| Average sales price of backlog | $ | 687.3 | $ | 587.7 | $ | 99.6 | 16.9 | % |
Net new home orders decreased by 30.8% over the prior year period and our absorption rate per average active selling community decreased 20.7% year over year. The lower levels of buyer traffic to many of our communities reduced the level of new home orders; we believe that the traffic decline starting in the second quarter was attributable to the recent rapid rise in interest rates as buyers reevaluated their buying capacity as well as the inflationary impact on consumer buying power and consumer confidence. Despite the lower sales pace, our decline in new order revenues was smaller than the decline in orders at 18.7% as our average sales price on new orders rose by 17.5%.
Backlog refers to homes under sales contracts that have not yet closed at the end of the relevant period, and absorption rate refers to the rate at which net new home orders are contracted per average active selling community during the relevant period. Upon a cancellation, the customer deposit may be returned to the prospective purchaser. Accordingly, backlog may not be indicative of our future revenue.
Our cancellation rate, which refers to sales contracts canceled divided by sales contracts executed during the relevant period, was 13.8% for the year ended December 31, 2022, compared to 7.7% for the year ended December 31, 2021. Our cancellation rate increase was driven by rapidly rising interest rates as well as customer concerns with the macroeconomic environment. Sales contracts relating to homes in backlog may be canceled by the prospective purchaser for a number of reasons, such as the prospective purchaser’s inability to obtain suitable mortgage financing.
Backlog declined by 57.6% with a 63.7% drop in backlog units, offset by a 16.9% increase in the average sales price of backlog units. The drop in backlog units is a function of the lower levels of new home orders described above as well as an increase in our cancellation rate. With the volatility in interest rates, customers also are demonstrating a strong preference for inventory spec homes that are nearing completion. As a result, homes spend a shorter amount of time in backlog, thereby creating a smaller total backlog level. The increase in average sales price was attributable to overall price increases driven by high demand and low supply of inventory.
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Residential Units Gross Margin
The table below represents the components of residential units gross margin (dollars in thousands):
| Years Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||||
| Home closings revenue | $ | 1,696,911 | 100.0 | % | $ | 1,305,620 | 100.0 | % | ||||||
| Cost of homebuilding units | 1,190,782 | 70.2 | % | 961,115 | 73.6 | % | ||||||||
| Homebuilding gross margin | $ | 506,129 | 29.8 | % | $ | 344,505 | 26.4 | % | ||||||
| Mechanic’s lien contracts revenue | $ | 7,040 | 100.0 | % | $ | 4,067 | 100.0 | % | ||||||
| Cost of mechanic’s lien contracts | 6,132 | 87.1 | % | 3,249 | 79.9 | % | ||||||||
| Mechanic’s lien contracts gross margin | $ | 908 | 12.9 | % | $ | 818 | 20.1 | % | ||||||
| Residential units revenue | $ | 1,703,951 | 100.0 | % | $ | 1,309,687 | 100.0 | % | ||||||
| Cost of residential units | 1,196,914 | 70.2 | % | 964,364 | 73.6 | % | ||||||||
| Residential units gross margin | $ | 507,037 | 29.8 | % | $ | 345,323 | 26.4 | % |
Cost of residential units for the year ended December 31, 2022 increased by $232.6 million, or 24.1%, compared to the year ended December 31, 2021, primarily driven by the increasing levels of input prices and more expensive homes delivered during the period.
Residential units gross margin for the year ended December 31, 2022 increased to 29.8%, compared to 26.4% for the year ended December 31, 2021, primarily due to overall price increases that outpaced the levels of cost increases.
Land and Lots Revenue
The table below represents lots closed and land and lots revenue (dollars in thousands):
| Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % | ||||||||||||
| Lots revenue | $ | 19,090 | $ | 24,866 | $ | (5,776) | (23.2) | % | |||||||
| Land revenue | 34,752 | 68,323 | (33,571) | (49.1) | % | ||||||||||
| Land and lots revenue | $ | 53,842 | $ | 93,189 | $ | (39,347) | (42.2) | % | |||||||
| Lots closed | 288 | 323 | (35) | (10.8) | % | ||||||||||
| Average sales price of lots closed | $ | 66.3 | $ | 77.0 | $ | (10.7) | (13.9) | % |
The 23.2% decrease in lots revenue was driven by the 10.8% decrease in the number of lots closed from a higher proportion of lots developed for internal use. The average lot price decreased by 13.9% due to a higher number of entry level lots sold. Land revenue represents sales of tracts of land during the years ended December 31, 2022 and 2021; such sales are opportunistic but are not generally in the ordinary course of business.
Selling, General and Administrative Expenses
The table below represents the components of selling, general and administrative expense (dollars in thousands):
| Years Ended December 31, | As Percentage of Segment Revenue | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||||
| Builder operations | $ | 166,816 | $ | 135,464 | 9.7 | % | 10.1 | % | ||||||
| Land development | 621 | 880 | 1.3 | % | 1.4 | % | ||||||||
| Corporate, other and unallocated (income) expense | (3,494) | (2,075) | — | % | — | % | ||||||||
| Total selling, general and administrative expenses | $ | 163,943 | $ | 134,269 | 9.3 | % | 9.6 | % |
Total selling, general and administrative expense as a percentage of revenue modestly improved to 9.3% from 9.6% for the year ended December 31, 2022 compared to the year ended December 31, 2021.
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Builder Operations
The decrease in selling, general and administrative expense as a percentage of revenue for builder operations from 10.1% to 9.7% was primarily attributable to an increase in builder operations revenues without a corresponding increase in the level of overhead costs. Builder overhead expenditures include salaries, sales commissions, and community costs such as advertising and marketing expenses, rent, professional fees, and non-capitalized property taxes.
Land Development
Selling, general and administrative expense as a percentage of revenue for land development remained relatively flat for the year ended December 31, 2022 compared to the year ended December 31, 2021.
Corporate, Other and Unallocated
Selling, general and administrative expense for the corporate, other and unallocated non-operating segment for the year ended December 31, 2022 was income of $3.5 million, compared to income of $2.1 million for the year ended December 31, 2021. The change is primarily due to an increase in capitalized overhead adjustments that are not allocated to builder operations and land development segments.
Equity in Income of Unconsolidated Entities
Equity in income of unconsolidated entities increased to $25.6 million, or 30.0%, for the year ended December 31, 2022, compared to $19.7 million for the year ended December 31, 2021, primarily due to an increase in earnings from GB Challenger. See Note 5 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for a summary of Green Brick’s share in net earnings by unconsolidated entity.
Other Income, Net
Other income, net, increased to $11.8 million for the year ended December 31, 2022, compared to $9.5 million for the year ended December 31, 2021. The change is primarily due to customer deposits forfeited during the year ended December 31, 2022.
Income Tax Expense
Income tax expense increased to $82.5 million for the year ended December 31, 2022 from $52.6 million for the year ended December 31, 2021. The increase was driven by a reduced benefit in the Energy Efficient Tax Homes Tax Credit, change in state tax rates in Florida and Colorado, and a higher taxable income during the year ended December 31, 2022.
Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020
For discussion and analysis of our results of operations for the year ended December 31, 2021 as well as for comparison to our results of operations for the year ended December 31, 2020, refer to Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2021.
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Lots Owned and Controlled
The following table presents the lots we owned or controlled, including lot option contracts, as of December 31, 2022 and December 31, 2021. Owned lots are those for which we hold title, while controlled lots are lots past feasibility studies for which we do not hold title but have the contractual right to acquire title.
| December 31, 2022 | December 31, 2021 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Central | Southeast | Total | Central | Southeast | Total | ||||||||||||
| Lots owned | |||||||||||||||||
| Finished lots | 1,901 | 998 | 2,899 | 1,328 | 797 | 2,125 | |||||||||||
| Lots in communities under development | 10,309 | 1,698 | 12,007 | 16,439 | 1,675 | 18,114 | |||||||||||
| Land held for future development(1) | 6,575 | — | 6,575 | — | — | — | |||||||||||
| Total lots owned | 18,785 | 2,696 | 21,481 | 17,767 | 2,472 | 20,239 | |||||||||||
| Lots controlled | |||||||||||||||||
| Lots under third party option contracts | 2,212 | 6 | 2,218 | 2,670 | 70 | 2,740 | |||||||||||
| Land under option for future acquisition and development | 110 | 18 | 128 | 3,318 | 508 | 3,826 | |||||||||||
| Lots under option through unconsolidated development joint ventures | 1,289 | 411 | 1,700 | 1,333 | 483 | 1,816 | |||||||||||
| Total lots controlled | 3,611 | 435 | 4,046 | 7,321 | 1,061 | 8,382 | |||||||||||
| Total lots owned and controlled (2) | 22,396 | 3,131 | 25,527 | 25,088 | 3,533 | 28,621 | |||||||||||
| Percentage of lots owned | 83.9 | % | 86.1 | % | 84.2 | % | 70.8 | % | 70.0 | % | 70.7 | % |
(1) Land held for future development consist of raw land parcels where development activities have been postponed due to market conditions or other factors.
(2) Total lots excludes lots with homes under construction.
The following table presents additional information on the lots we owned as of December 31, 2022 and December 31, 2021.
| December 31, 2022 | December 31, 2021 | ||||
|---|---|---|---|---|---|
| Total lots owned | 21,481 | 20,239 | |||
| Land under option for future acquisition and development | 128 | 3,826 | |||
| Lots under option through unconsolidated development joint ventures | 1,700 | 1,816 | |||
| Total lots self-developed | 23,309 | 25,881 | |||
| Self-developed lots as a percentage of total lots owned and controlled | 91.3 | % | 90.4 | % |
Liquidity and Capital Resources Overview
We had $76.6 million and $77.2 million of unrestricted cash as of December 31, 2022 and December 31, 2021, respectively. Our historical cash management strategy includes redeploying net cash from the sale of home inventory to acquire and develop land and lots that represent opportunities to generate desired margins and using cash to make additional investments in business acquisitions, joint ventures, or other strategic activities.
For the year ended December 31, 2022, our principal uses of capital were home construction, land purchases, land development, operating expenses, payment of routine liabilities and stock repurchases. We used funds generated by operations and available borrowings to meet our short-term working capital requirements. We remain focused on generating positive margins in our builder operations segments and acquiring desirable land positions in order to maintain a strong balance sheet and remain poised for continued growth.
Cash flows for each of our communities depend on the community’s stage in the development cycle and can differ substantially from reported earnings. Early stages of development or expansion require significant cash outlays for land acquisitions, entitlements and other approvals, roads, utilities, general landscaping and other amenities. These costs are a
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component of our inventory and are not recognized in our statement of income until a home closes. In the later stages of community development, cash inflows may significantly exceed earnings reported for financial statement purposes, as the cash outflows associated with home construction and land development have previously occurred.
Our debt to total capitalization ratio, which is calculated as the sum of borrowings on lines of credit, the senior unsecured notes and notes payable, net of debt issuance costs, divided by the total capitalization, which equals the sum of Green Brick Partners, Inc. stockholders’ equity and total debt, was approximately 25.7% as of December 31, 2022. Additionally, as of December 31, 2022, our net debt to total capitalization ratio, which is a non-GAAP financial measure, remained low at 21.5%. It is our intent to prudently employ leverage to continue to invest in our land acquisition, development and homebuilding businesses. We target a debt to total capitalization ratio of approximately 30% to 35%, which we expect will provide us with significant additional growth capital.
Reconciliation of a Non-GAAP Financial Measure
In this Annual Report on Form 10-K, we utilize a financial measure of net debt to total capitalization ratio that is a non-GAAP financial measure as defined by the SEC. Net debt to total capitalization is calculated as the total debt less cash and cash equivalents, divided by the sum of total Green Brick Partners, Inc. stockholders’ equity and total debt less cash and cash equivalents. We present this measure because we believe it is useful to management and investors in evaluating our financing structure. We also believe this measure facilitates the comparison of our financing structure with other companies in our industry. Because this measure is not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), it may not be comparable to other similarly titled measures of other companies and should not be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP.
The closest GAAP financial measure to the net debt to total capitalization ratio is the debt to total capitalization ratio. The following table represents a reconciliation of the net debt to total capitalization ratio as of December 31, 2022.
| Gross | Cash and cash equivalents | Net | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Total debt, net of debt issuance costs | $ | 367,842 | $ | (76,588) | $ | 291,254 | ||||
| Total Green Brick Partners, Inc. stockholders’ equity | 1,061,907 | — | 1,061,907 | |||||||
| Total capitalization | $ | 1,429,749 | $ | (76,588) | $ | 1,353,161 | ||||
| Debt to total capitalization ratio | 25.7 | % | — | — | ||||||
| Net debt to total capitalization ratio | — | — | 21.5 | % |
Key Sources of Liquidity
Our key sources of liquidity were funds generated by operations and provided by borrowings during the year ended December 31, 2022.
Debt Instruments
Borrowings on lines of credit outstanding, net of debt issuance costs, as of December 31, 2022 and December 31, 2021 consisted of the following (in thousands):
| December 31, 2022 | December 31, 2021 | |||||
|---|---|---|---|---|---|---|
| Secured Revolving Credit Facility | $ | — | $ | 2,000 | ||
| Unsecured Revolving Credit Facility | 20,000 | — | ||||
| Debt issuance costs, net of amortization | (2,605) | (2,738) | ||||
| Total borrowings on lines of credit, net | $ | 17,395 | $ | (738) |
Secured Revolving Credit Facility – As of December 31, 2022, we had no outstanding amounts under our Secured Revolving Credit Facility, compared to $2.0 million as of December 31, 2021. Borrowings under the Secured Revolving Credit Facility bear interest at a floating rate per annum equal to the rate announced by Bank of America, N.A. as its “Prime Rate” less 0.25%, subject to a minimum rate. On February 9, 2022, the Company entered into the Eighth Amendment to this credit agreement to extend its maturity date to May 1, 2025 and to reduce the minimum interest rate from 4.00% to 3.15%. All other material terms of the credit agreement, as amended, remained unchanged.
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Unsecured Revolving Credit Facility – As of December 31, 2022, we had $20.0 million outstanding under our Unsecured Revolving Credit facility. We had no outstanding amounts as of December 31, 2021. On December 9, 2022, the Company entered into the Tenth Amendment to this credit agreement which increased the secured outstanding commitments from $300.0 million to $325.0 million, replaced the Eurodollar rate, and extended the termination date by one year to December 14, 2025. Outstanding advances under the Unsecured Revolving Credit Facility accrue interest at the benchmark rate plus 2.5%. As of December 31, 2022, the interest rate on outstanding borrowings under the Unsecured Revolving Credit Facility was 6.9% per annum. As amended, the aggregate principal amount of the revolving credit commitments under the Credit Agreement is $325.0 million through December 14, 2025.
Senior Unsecured Notes - As of December 31, 2022, we had four series of senior unsecured notes outstanding which were each issued pursuant to a note purchase agreement. The aggregate amount of senior unsecured notes outstanding was $335.8 million as of December 31, 2022, up from $335.4 million as of December 31, 2021, respectively, net of issuance costs.
•In August 2019, we issued $75 million of senior unsecured notes (the “2026 Notes”). Interest accrues at an annual rate of 4.0% and is payable quarterly. Principal on the 2026 Notes is required to be paid in increments of $12.5 million on August 8, 2024 and $12.5 million on August 8, 2025 with a final principal payment of $50.0 million on August 8, 2026.
•In August 2020, we issued $37.5 million of senior unsecured notes (the “2027 Notes”). Interest accrues at an annual rate of 3.35% and is payable quarterly. Principal on the 2027 Notes is due on August 26, 2027.
•In February 2021, we issued $125.0 million of senior unsecured notes (the “2028 Notes”). Interest accrues at an annual rate of 3.25% and is payable quarterly. Principal on the 2028 Notes is due in increments of $25.0 million annually on February 25 in each of 2024, 2025, 2026, 2027, and 2028.
•In December 2021, we issued $100.0 million of senior unsecured notes (the “2029 Notes”). Interest accrues at an annual rate of 3.25% and is payable quarterly. A required principal prepayment of $30.0 million is due on December 28, 2028. The remaining unpaid principal balance is due on December 28, 2029.
Optional prepayment is allowed with payment of a “make-whole” premium which fluctuates depending on market interest rates. Interest is payable quarterly in arrears.
Our debt instruments require us to maintain specific financial covenants, each of which we were in compliance with as of December 31, 2022. Specifically, under the most restrictive covenants, we are required to maintain the following:
•a minimum interest coverage (consolidated EBITDA to interest incurred) of no less than 2.0 to 1.0. As of December 31, 2022, our interest coverage on a last 12 months’ basis was 24.1 to 1.0;
•a Consolidated Tangible Net Worth of no less than approximately $678.8 million. As of December 31, 2022, our Consolidated Tangible Net Worth was $1,060.6 million; and
•a maximum debt to total capitalization rolling average ratio of no more than 40.0%. As of December 31, 2022, we had a rolling average ratio of 27.1%.
As of December 31, 2022, we believe that our cash on hand, capacity available under our lines of credit and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months and fund our operations. For more detailed information on our lines of credit, refer to Note 8 to the Consolidated Financial Statements located in Part II, Item 8 of this Annual Report on Form 10-K.
Preferred Equity
As of December 31, 2022 and December 31, 2021 we had issued and outstanding 2,000,000 Depositary Shares, each representing 1/1000 of a share of our 5.75% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”). We pay cumulative cash dividends on the Series A Preferred Stock, when and as declared by the Board, at the rate of 5.75% of the $25,000 liquidation preference per share. Dividends are payable quarterly in arrears. During the year ended December 31, 2022, we paid dividends of $2.8 million on the Series A Preferred Stock. As the series A Preferred Stock was issued in December 2021, no dividend payments were made during the year ended December 31, 2021. On February 14, 2023, the Board declared a quarterly cash dividend of $0.359 per depositary share on the Series A Preferred Stock. The dividend is payable on March 15, 2023 to stockholders of record as of March 1, 2023.
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Registration Statements
In December 2020, we filed with the SEC a shelf registration statement on Form S-3 registering up to $500 million of securities, including shares of common stock, preferred stock or debt securities either separately or represented by warrants, or depositary shares as well as units that include any of these securities. Under the rules governing shelf registration statements, we will file a prospectus supplement and advise the SEC of the amount and type of securities each time we issue securities under this registration statement.
Cash Flows
The following summarizes our primary sources and uses of cash for the year ended December 31, 2022 as compared to the year ended December 31, 2021:
•Operating activities. Net cash provided by operating activities for the year ended December 31, 2022 was $90.7 million, compared to a $92.4 million use of cash from operating activities during the year ended December 31, 2021. The net cash inflows for the year ended December 31, 2022 were primarily generated from business operations of $314.0 million, partially offset by an increase in inventory of $217.6 million.
•Investing activities. Net cash used in investing activities for the year ended December 31, 2022 increased to $6.5 million compared to $2.0 million for the year ended December 31, 2021. The increase in cash outflows was primarily due to a $3.6 million capital contribution to our joint venture GBTM Sendera, LLC during the year ended December 31, 2022.
•Financing activities. Net cash used in financing activities for the year ended December 31, 2022 was $84.5 million, compared to a $154.3 million source of cash during the year ended December 31, 2021. The cash outflows for the year ended December 31, 2022 were primarily for share repurchases of $101.5 million, partially offset by net borrowings from lines of credit of $18.0 million.
For discussion and analysis our cash flows for the year ended December 31, 2021 as well as for comparison to our cash flows for the year ended December 31, 2020, refer to Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2021.
Off-Balance Sheet Arrangements
Land and Lot Option Contracts
In the ordinary course of business, we enter into land purchase contracts with third-party developers to procure lots for the construction of our homes in the future. We are subject to customary obligations associated with such contracts. These purchase contracts typically require an earnest money deposit, and the purchase of properties under these contracts is generally contingent upon satisfying certain requirements, including obtaining applicable property and development entitlements.
We also utilize option contracts with lot sellers as a method of acquiring lots in staged takedowns, which are the schedules that dictate when lots must be purchased to help manage the financial and market risk associated with land holdings, and to reduce the use of funds from our corporate financing sources. Lot option contracts generally require us to pay a non-refundable deposit for the right to acquire lots over a specified period of time at pre-determined prices which typically include escalations in lot prices over time.
Our utilization of lot option contracts is dependent on, among other things, our supply of internally developed lots, the availability of land sellers willing to enter into these arrangements, the availability of capital to finance the development of optioned lots, general housing market conditions and local market dynamics. Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions.
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We generally have the right, at our discretion, to terminate our obligations under both purchase contracts and option contracts by forfeiting the earnest money deposit with no further financial responsibility to the land seller.
As of December 31, 2022, we had earnest money deposits of $24.6 million at risk associated with contracts to purchase 2,923 lots past feasibility studies with an aggregate purchase price of approximately $219.8 million.
Letters of Credit and Performance Bonds
Refer to Note 18 in the accompanying Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for details of letters of credit and performance bonds outstanding.
Guarantee
Refer to Note 5 in the accompanying Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for details of our guarantee in relation to our joint venture with EJB River Holdings, LLC (“EJB River Holdings”).
Critical Accounting Policies
The preparation of financial statements in accordance with GAAP requires management to use judgment and make estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues, costs and expenses during the reporting period. Management bases estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ from estimates under different assumptions or conditions. Management believes that the following accounting area is most critical to the portrayal of our financial condition and results of operations and requires the most subjective or complex judgments.
Impairment of Inventory
We value inventory at cost unless the carrying value is determined to be not recoverable in which case the affected inventory is written down to fair value. In accordance with Accounting Standards Codification 360, Property, Plant, and Equipment (“ASC 360”), we evaluate our inventory for indicators of impairment by individual community and development during each reporting period.
For our builder operations segments, during each reporting period, contribution margins on closed homes, average margins of homes under construction, and forecasted margins for future starts are reviewed at a community level by management. In the event that this review suggests higher potential for losses at a specific community, the Company monitors such communities by adding them to our “watchlist” communities, and, when an impairment indicator is present, further analysis is performed.
For our land development segment, we perform a quarterly review for indicators of impairment for each project which involves comparing anticipated lot sale revenues to projected costs (i.e. lot gross margins). For lots designated for our builders, we review land for indicators of impairment on a consolidated level for each community, looking at overall projected home contribution margins. In determining the allocation of costs to a particular land parcel, we rely on project budgets which are based on a variety of assumptions, such as development schedules and future costs to be incurred. It is common that actual results differ from budgeted amounts for various reasons, including delays, changes in costs that have not been committed, unforeseen issues encountered during project development that fall outside the scope of existing contracts, or items that ultimately cost more or less than the budgeted amount. We apply procedures to maintain best estimates in our budgets, including assessing and revising project budgets on a periodic basis, obtaining commitments from subcontractors and vendors for future costs to be incurred and utilizing the most recent information available to estimate costs.
For each real estate asset that has an indicator of impairment, we analyze whether the estimated remaining undiscounted future cash flows are more or less than the asset’s carrying value. The estimated cash flows are determined by projecting the remaining revenue from closings based on the contractual lot takedowns remaining, future projected lot takedowns, or historical and projected home sales or delivery absorptions for homebuilding operations and then comparing such projections to the remaining projected expenditures for development or home construction. Remaining projected expenditures are based on the most current pricing/bids received from subcontractors for current phases or homes under development. For future phases of land development, management uses its judgment to project potential cost increases. In determining the estimated cash flows for land held for sale, management considers recent comparisons to market comparable transactions, bona fide letters of intent from outside parties, executed sales contracts, broker quotes, and similar information. When projecting revenue, management does not assume improvement in market conditions.
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If the estimated undiscounted cash flows are less than the asset’s carrying value, the asset is deemed impaired and written down to fair value. These impairment evaluations require us to make estimates and assumptions regarding future conditions, including the timing and amounts of development costs and sales prices of real estate assets, to determine if expected future cash flows will be sufficient to recover the asset’s carrying value.
Fair value is determined based on estimated future cash flows discounted for inherent risks associated with real estate assets. These discounted cash flows are impacted by expected risk based on estimated land development activities, construction and delivery timelines, market risk of price erosion, uncertainty of development or construction cost increases, and other risks specific to the asset or market conditions where the asset is located when the assessment is made. These factors are specific to each community and may vary among communities. When deemed appropriate, we use recent comparisons to market comparable transactions, bona fide letters of intent from outside parties, executed sales contracts, broker quotes, or similar information as inputs to estimate the fair value of certain real estate assets.
When estimating cash flows of a community, management makes various assumptions, including: (i) expected sales prices and sales incentives to be offered, including the number of homes available, pricing and incentives being offered by us or other builders, and future sales price adjustments based on market and economic trends; (ii) expected sales pace and cancellation rates based on local housing market conditions, competition and historical trends; (iii) costs expended to date and expected to be incurred including, but not limited to, land and land development costs, home construction costs, interest costs, indirect construction and overhead costs, and selling and marketing costs; (iv) alternative product offerings that may be offered that could have an impact on sales pace, sales price and/or building costs; and (v) alternative uses for the property.
Many assumptions are interdependent and a change in one may require a corresponding change to other assumptions. For example, increasing or decreasing sales absorption rates has a direct impact on the estimated per unit sales price of a home, the level of time-sensitive costs (such as indirect construction, overhead and carrying costs), and selling and marketing costs (such as model home maintenance costs and advertising costs). Due to uncertainties in the estimation process, the volatility in demand for new housing and the long life cycle of many communities, actual results could differ significantly from such estimates.
Refer to Note 1 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further description of our significant accounting policies.
Recent Accounting Pronouncements
See Note 1 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for recent accounting pronouncements.
FY 2021 10-K MD&A
SEC filing source: 0001373670-22-000008.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For business overview and developments during the year ended December 31, 2021, refer to Part I, Item 1 of this Annual Report on Form 10-K.
Overview and Outlook
Our key financial and operating metrics are home deliveries, home closings revenue, average sales price of homes delivered, and net new home orders, which refers to sales contracts executed reduced by the number of sales contracts canceled during the relevant period. Our results for each key financial and operating metric, as compared to the year ended December 31, 2020, are provided below:
| Year Ended | ||
|---|---|---|
| December 31, 2021 | ||
| Home deliveries | Increased by 28.4% | |
| Home closings revenue | Increased by 41.3% | |
| Average sales price of homes delivered | Increased by 10.1% | |
| Net new home orders | Decreased by 1.2% |
The United States has been impacted by the coronavirus (“COVID-19”) pandemic. However, throughout the pandemic, we have continued to build, close and sell homes in our markets. The overwhelming expansion of our revenues is attributable to the strong performance of our new Trophy brand division, and the impact of macroeconomic factors such as low interest rates, an influx of millennia first-time home buyers and demand for suburban homes from apartment dwellers in response to COVID-19. The significant increase in new home demand has, in turn, led to increased demand for labor and the raw materials, products and appliances for new homes. Due to the increased demand, we have and expect to continue to experience increases in cost and decreased availability of skilled labor as well as increases, shortages and significant extensions to our lead time for the delivery of key materials and inputs.
2021 Developments
From October 2020 to October 2021, homes in the DFW and Atlanta markets appreciated by 24.6% and 21.4%, respectively, compared to 18.4% average appreciation for 20 major U.S. metropolitan areas (Source: S&P Dow Jones Indices & CoreLogic, October 31, 2021). Among the 12 largest metropolitan areas in the country, the Dallas area ranked third and the Atlanta area ranked seventh in annual rate of job growth from November 2020 to November 2021 (Source: US Bureau of Labor Statistics, November 2021). We believe that we operate in two of the most desirable housing markets in the nation and that increasing demand and supply constraints in our target markets create favorable conditions for our future growth.
Results of Operations
Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020
Residential Units Revenue and New Homes Delivered
The table below represents residential units revenue and new homes delivered for the years ended December 31, 2021 and December 31, 2020 (dollars in thousands):
| Years Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | Change | % | |||||||||||
| Home closings revenue | $ | 1,305,620 | $ | 923,901 | $ | 381,719 | 41.3% | |||||||
| Mechanic’s lien contracts revenue | 4,067 | 6,275 | (2,208) | (35.2)% | ||||||||||
| Residential units revenue | $ | 1,309,687 | $ | 930,176 | $ | 379,511 | 40.8% | |||||||
| New homes delivered | 2,834 | 2,208 | 626 | 28.4% | ||||||||||
| Average sales price of homes delivered | $ | 460.7 | $ | 418.4 | $ | 42.3 | 10.1% |
The $379.5 million increase in residential units revenue was driven by the 10.1% increase in the average sales price of homes delivered for the year ended December 31, 2021 and the 28.4% increase in the number of homes delivered. The 10.1%
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increase in the average sales price of homes delivered for the year ended December 31, 2021 was attributable to overall price increases driven by high demand and low supply of inventory.
New Home Orders and Backlog
The table below represents new home orders and backlog related to our builder operations segments, excluding mechanic’s liens contracts (dollars in thousands):
| Years Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | Change | % | |||||||||||
| Net new home orders | 2,851 | 2,885 | (34) | (1.2)% | ||||||||||
| Cancellation rate | 7.7 | % | 13.0 | % | (5.3) | % | (40.8)% | |||||||
| Absorption rate per average active selling community per quarter | 8.2 | 7.5 | 0.7 | 9.3% | ||||||||||
| Average active selling communities | 87 | 96 | (9) | (9.4)% | ||||||||||
| Active selling communities at end of period | 74 | 103 | (29) | (28.2)% | ||||||||||
| Backlog | $ | 869,856 | $ | 686,861 | $ | 182,995 | 26.6% | |||||||
| Backlog (units) | 1,480 | 1,463 | 17 | 1.2% | ||||||||||
| Average sales price of backlog | $ | 587.7 | $ | 469.5 | $ | 118.2 | 25.2% |
Net new home orders decreased by 1.2% over the prior year period and our absorption rate per average active selling community increased 9.3% year over year. The absorption rate per average active selling community per quarter of 8.2 homes during the year ended December 31, 2021, was a direct result of pro-active metering of home sales by withholding homes from sale and by limiting sales per community to better align the absorption rate of sales with the ability to deliver new homes. Because of rising input costs and strong sales demand, we prefer to increase our level of spec inventory than sell as many homes yet to be built. The absorption rate per average active selling community per quarter of 8.2 homes during the year ended December 31, 2021, exceed the 5.6 net new home orders during the year ended December 31, 2019 by 46.4%.
Backlog refers to homes under sales contracts that have not yet closed at the end of the relevant period, and absorption rate refers to the rate at which net new home orders are contracted per average active selling community during the relevant period. Upon a cancellation, the escrow deposit may be returned to the prospective purchaser. Accordingly, backlog may not be indicative of our future revenue.
Our cancellation rate, which refers to sales contracts canceled divided by sales contracts executed during the relevant period, was 7.7% for the year ended December 31, 2021, compared to 13.0% for the year ended December 31, 2020. Sales contracts relating to homes in backlog may be canceled by the prospective purchaser for a number of reasons, such as the prospective purchaser’s inability to obtain suitable mortgage financing. Upon a cancellation, the escrow deposit may be returned to the prospective purchaser. Management believes a cancellation rate in the range of 15% to 20% is representative of an industry average cancellation rate. Our cancellation rate is on the lower end of the industry average, which we believe is due to favorable market conditions through December 31, 2021.
The $183.0 million increase in value of backlog was due to the 25.2% increase in the average sales price of backlog and the 1.2% increase in the number of homes in backlog. The increase of the average sales price of homes in backlog was the result of price increases driven by the high demand and low supply of inventory.
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Residential Units Gross Margin
The table below represents the components of residential units gross margin (dollars in thousands):
| Years Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||||||
| Home closings revenue | $ | 1,305,620 | 100.0 | % | $ | 923,901 | 100.0 | % | ||||||
| Cost of homebuilding units | 961,115 | 73.6 | % | 700,771 | 75.8 | % | ||||||||
| Homebuilding gross margin | $ | 344,505 | 26.4 | % | $ | 223,130 | 24.2 | % | ||||||
| Mechanic’s lien contracts revenue | $ | 4,067 | 100.0 | % | $ | 6,275 | 100.0 | % | ||||||
| Cost of mechanic’s lien contracts | 3,249 | 79.9 | % | 5,095 | 81.2 | % | ||||||||
| Mechanic’s lien contracts gross margin | $ | 818 | 20.1 | % | $ | 1,180 | 18.8 | % | ||||||
| Residential units revenue | $ | 1,309,687 | 100.0 | % | $ | 930,176 | 100.0 | % | ||||||
| Cost of residential units | 964,364 | 73.6 | % | 705,866 | 75.9 | % | ||||||||
| Residential units gross margin | $ | 345,323 | 26.4 | % | $ | 224,310 | 24.1 | % |
Cost of residential units for the year ended December 31, 2021 increased by $258.5 million, or 36.6%, compared to the year ended December 31, 2020, primarily due to the 28.4% increase in the number of new homes delivered in addition to increasing levels of cost input prices.
Residential units gross margin for the year ended December 31, 2021 increased to 26.4%, compared to 24.1% for the year ended December 31, 2020, primarily because of overall price increases that outpaced the levels of cost input price increases.
Land and Lots Revenue
The table below represents lots closed and land and lots revenue (dollars in thousands):
| Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | Change | % | ||||||||||||
| Lots revenue | $ | 24,866 | $ | 45,461 | $ | (20,595) | (45.3) | % | |||||||
| Land revenue | 68,323 | 384 | 67,939 | 17,692.4 | % | ||||||||||
| Land and lots revenue | $ | 93,189 | $ | 45,845 | $ | 47,344 | 103.3 | % | |||||||
| Lots closed | 323 | 375 | (52) | (13.9) | % | ||||||||||
| Average sales price of lots closed | $ | 77.0 | $ | 121.2 | $ | (44.2) | (36.5) | % |
The 45.3% decrease in lots revenue was driven by the 13.9% decrease in the number of lots closed and a higher proportion of lots developed for internal use. The average lot price decreased by 36.5% due to a higher number of entry level lots sold. Land revenue represents land acquired that also included parcels zoned for retail and multi-family properties, as well as the sale of 50% interest in communities to other public homebuilders at zero profit where we enter into co-development agreements to split certain larger lot-count communities.
Selling, General and Administrative Expenses
The table below represents the components of selling, general and administrative expense (dollars in thousands):
| Years Ended December 31, | As Percentage of Segment Revenue | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||||
| Builder operations | $ | 135,464 | $ | 108,436 | 10.1 | % | 11.6 | % | ||||||
| Land development | 880 | 1,411 | 1.4 | % | 3.3 | % | ||||||||
| Corporate, other and unallocated (income) expense | (2,075) | 2,287 | — | % | — | % | ||||||||
| Total selling, general and administrative expenses | $ | 134,269 | $ | 112,134 | 9.6 | % | 11.5 | % |
The 1.9% decrease of total selling, general and administrative expense as a percentage of revenue was primarily driven by the leverage of higher revenues without a corresponding increase in the level of overhead costs.
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Builder Operations
Selling, general and administrative expense as a percentage of revenue for builder operations decreased by 1.5% due to an increase in builder operations revenues without a corresponding increase in the level of overhead costs. Builder operations expenditures include salary expenses, sales commissions, and community costs such as advertising and marketing expenses, rent, professional fees, and non-capitalized property taxes.
Land Development
The 1.9% decrease in selling, general and administrative expense as a percentage of revenue for land development was primarily attributable to an increase in land development segment revenues.
Corporate, Other and Unallocated
Selling, general and administrative expense for the corporate, other and unallocated non-operating segment for the year ended December 31, 2021 was income of $2.1 million, compared to expense of $2.3 million for the year ended December 31, 2020. The change is primarily due to an increase in capitalized overhead adjustments that are not allocated to builder operations and land development segments.
Equity in Income of Unconsolidated Entities
Equity in income of unconsolidated entities increased to $19.7 million, or 18.4%, for the year ended December 31, 2021, compared to $16.7 million for the year ended December 31, 2020, primarily due to an increase in earnings from GB Challenger. See Note 5 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for a summary of Green Brick’s share in net earnings by unconsolidated entity.
Other Income, Net
Other income, net, increased to $9.5 million for the year ended December 31, 2021, compared to $4.1 million for the year ended December 31, 2020. The change is primarily due to an increase in title closing and settlement services of $3.5 million arising from higher volume of closings during the year ended December 31, 2021 and to $1.5 million of allowances for option deposits and pre-acquisition costs caused by COVID-19 pandemic considerations recorded during the year ended December 31, 2020.
Income Tax Expense
Income tax expense increased to $52.6 million for the year ended December 31, 2021 from $25.0 million for the year ended December 31, 2020. The increase was partially due to higher taxable income. Also, during the year ended December 31, 2020, we recognized favorable federal energy tax credits from building energy-efficient homes in prior tax years.
Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019
For discussion and analysis of our results of operations for the year ended December 31, 2020 as well as for comparison to our results of operations for the year ended December 31, 2019, refer to Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2020.
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Lots Owned and Controlled
The following table presents the lots we owned or controlled, including lot option contracts, as of December 31, 2021 and December 31, 2020. Owned lots are those for which we hold title, while controlled lots are lots past feasibility studies for which we do not hold title but have the contractual right to acquire title.
| December 31, 2021 | December 31, 2020 | ||||
|---|---|---|---|---|---|
| Lots owned | |||||
| Central | 17,767 | 6,823 | |||
| Southeast | 2,472 | 2,097 | |||
| Total lots owned | 20,239 | 8,920 | |||
| Lots controlled (1) | |||||
| Central | 7,321 | 4,398 | |||
| Southeast | 1,061 | 1,150 | |||
| Total lots controlled | 8,382 | 5,548 | |||
| Total lots owned and controlled (1) | 28,621 | 14,468 | |||
| Percentage of lots owned | 70.7 | % | 61.7 | % |
(1)Total lots excludes lots with homes under construction.
The following table presents additional information on the lots we controlled as of December 31, 2021 and December 31, 2020.
| December 31, 2021 | December 31, 2020 | |||
|---|---|---|---|---|
| Lots under third party option contracts | 2,740 | 2,970 | ||
| Land under option for future acquisition and development | 3,826 | 740 | ||
| Lots under option through unconsolidated development joint ventures | 1,816 | 1,838 | ||
| Total lots controlled | 8,382 | 5,548 |
The following table presents additional information on the lots we owned as of December 31, 2021 and December 31, 2020.
| December 31, 2021 | December 31, 2020 | ||||
|---|---|---|---|---|---|
| Total lots owned | 20,239 | 8,920 | |||
| Land under option for future acquisition and development | 3,826 | 740 | |||
| Lots under option through unconsolidated development joint ventures | 1,816 | 1,838 | |||
| Total lots self-developed | 25,881 | 11,498 | |||
| Self-developed lots as a percentage of total lots owned and controlled | 90.4 | % | 79.5 | % |
Liquidity and Capital Resources Overview
As of December 31, 2021 and December 31, 2020, we had $78.7 million and $19.5 million of unrestricted cash, respectively. Our historical cash management strategy includes redeploying net cash from the sale of home inventory to acquire and develop land and lots that represent opportunities to generate desired margins and using cash to make additional investments in business acquisitions, joint ventures, or other strategic activities.
Our principal uses of capital for the year ended December 31, 2021 were home construction, land purchases, land development, operating expenses, and payment of routine liabilities. We used funds generated by operations and available borrowings to meet our short-term working capital requirements. We remain focused on generating positive margins in our builder operations segments and acquiring desirable land positions in order to maintain a strong balance sheet and remain poised for continued growth.
Cash flows for each of our communities depend on the community’s stage in the development cycle and can differ substantially from reported earnings. Early stages of development or expansion require significant cash outlays for land
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acquisitions, entitlements and other approvals, roads, utilities, general landscaping and other amenities. These costs are a component of our inventory and are not recognized in our statement of income until a home closes. In the later stages of community development, cash inflows may significantly exceed earnings reported for financial statement purposes, as the cash outflows associated with home construction and land development previously occurred.
Our debt to total capitalization ratio, which is calculated as the sum of borrowings on lines of credit, the senior unsecured notes and notes payable, net of debt issuance costs, divided by the total capitalization, which equals the sum of Green Brick Partners, Inc. stockholders’ equity and total debt, was approximately 27.7% as of December 31, 2021. In addition, as of December 31, 2021, our net debt to total capitalization ratio, which is a non-GAAP financial measure, remained low at 22.7%. It is our intent to prudently employ leverage to continue to invest in our land acquisition, development and homebuilding businesses. We target a debt to total capitalization ratio of approximately 30% to 35%, which we expect will provide us with significant additional growth capital.
Reconciliation of a Non-GAAP Financial Measure
In this Annual Report on Form 10-K, we utilize a financial measure of net debt to total capitalization ratio that is a non-GAAP financial measure as defined by the Securities and Exchange Commission. Net debt to total capitalization is calculated as the total debt less cash and cash equivalents, divided by the sum of total Green Brick Partners, Inc. stockholders’ equity and total debt less cash and cash equivalents. We present this measure because we believe it is useful to management and investors in evaluating our financing structure. We also believe this measure facilitates the comparison of our financing structure with other companies in our industry. Because this measure is not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), it may not be comparable to other similarly titled measures of other companies and should not be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP.
The closest GAAP financial measure to the net debt to total capitalization ratio is the debt to total capitalization ratio. The following table represents a reconciliation of the net debt to total capitalization ratio to the closest GAAP financial measure as of December 31, 2021.
| Gross | Cash and cash equivalents | Net | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Total debt, net of debt issuance costs | $ | 334,918 | $ | (78,696) | $ | 256,222 | ||||
| Total Green Brick Partners, Inc. stockholders’ equity | 874,548 | — | 874,548 | |||||||
| Total capitalization | $ | 1,209,466 | $ | (78,696) | $ | 1,130,770 | ||||
| Debt to total capitalization ratio | 27.7 | % | ||||||||
| Net debt to total capitalization ratio | 22.7 | % |
Key Sources of Liquidity
Our key sources of liquidity were funds generated by operations and provided by lines of credit and issuance of senior unsecured notes and preferred stock during the year ended December 31, 2021.
Debt Instruments
Borrowings on lines of credit outstanding, net of debt issuance costs, as of December 31, 2021 and December 31, 2020 consisted of the following (in thousands):
| December 31, 2021 | December 31, 2020 | |||||
|---|---|---|---|---|---|---|
| Secured Revolving Credit Facility | $ | 2,000 | $ | 7,000 | ||
| Unsecured Revolving Credit Facility | — | 101,000 | ||||
| Debt issuance costs, net of amortization | (2,738) | (1,313) | ||||
| Total borrowings on lines of credit, net | $ | (738) | $ | 106,687 |
Secured Revolving Credit Facility – As of December 31, 2021, we had $2.0 million outstanding under our Secured Revolving Credit Facility, down from $7.0 million as of December 31, 2020. Borrowings under the Secured Revolving Credit Facility bear interest at a floating rate per annum equal to the rate announced by Bank of America, N.A. as its “Prime Rate” less 0.25%, subject to a minimum rate. As of December 31, 2021, the interest rate on outstanding borrowings under the secured revolving credit facility was 4.00% per annum, which was equal to the minimum rate as of that date. On February 9, 2022, the
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Company entered into the Eighth Amendment to this credit agreement to extend its maturity date to May 1, 2025 and to reduce the minimum interest rate from 4.00% to 3.15%. All other material terms of the credit agreement, as amended, remained unchanged.
Unsecured Revolving Credit Facility – As of December 31, 2021, we had no amounts outstanding under our Unsecured Revolving Credit facility, down from $101.0 million as of December 31, 2020. The borrowings on the Unsecured Revolving Credit Facility bear interest at a floating rate equal to either (a) for base rate advances, the highest of (1) the lender’s base rate, (2) the federal funds rate plus 0.5% and (3) the one-month LIBOR plus 1.0%, in each case plus 1.5%; or (b) in the case of Eurodollar rate advances, the reserve adjusted LIBOR plus 2.5%. As amended, the aggregate principal amount of the revolving credit commitments under the Credit Agreement is $300.0 million through December 14, 2024. In addition, the Unsecured Revolving Credit Agreement, as amended, permits us, without the consent of the other lenders, to request that one or more lenders increase their revolving credit commitments to provide an aggregate of $325.0 million of revolving credit commitments subject to compliance with customary conditions set forth in the Credit Agreement including compliance, on a pro forma basis, with the financial covenants set forth therein.
Senior Unsecured Notes - As of December 31, 2021, we had four series of senior unsecured notes outstanding which were each issued pursuant to a note purchase agreement. The aggregate amount of senior unsecured notes outstanding was $335.4 million as of December 31, 2021, up from $111.1 million as of December 31, 2020 due to the issuance of the 2028 and 2029 notes as discussed below.
•In August 2019, we issued $75 million of senior unsecured notes (the “2026 Notes”). Interest accrues at an annual rate of 4.0% and is payable quarterly. Principal on the 2026 Notes is required to be paid in increments of $12.5 million on August 8, 2024 and $12.5 million on August 8, 2025 with a final principal payment of $50.0 million on August 8, 2026.
•In August 2020, we issued $37.5 million of senior unsecured notes (the “2027 Notes”). Interest accrues at an annual rate of 3.35% and is payable quarterly. Principal on the 2027 Notes is due on August 26, 2027.
•In February 2021, we issued $125.0 million of senior unsecured notes (the “2028 Notes”). Interest accrues at an annual rate of 3.25% and is payable quarterly. Principal on the 2028 Notes is due in increments of $25.0 million annually on February 25 in each of 2024, 2025, 2026, 2027, and 2028.
•In December 2021, we issued $100.0 million of senior unsecured notes (the “2029 Notes”). Interest accrues at an annual rate of 3.25% and is payable quarterly. A required principal prepayment of $30.0 million is due on December 28, 2028. The remaining unpaid principal balance is due on December 28, 2029.
Optional prepayment is allowed with payment of a “make-whole” premium which fluctuates depending on market interest rates. Interest is payable quarterly in arrears.
Our debt instruments require us to maintain specific financial covenants, each of which we were in compliance with as of December 31, 2021. Specifically, under the most restrictive covenants, we are required to maintain (1) a minimum interest coverage (consolidated EBITDA to interest incurred) of no less than 2.0 to 1.0 and, as of December 31, 2021, our interest coverage on a last 12 months’ basis was 19.4 to 1.0, (2) a Consolidated Tangible Net Worth of no less than approximately $533.6 million and, as of December 31, 2021, we had $874.6 million and (3) maximum debt to total capitalization rolling average ratio of no more than 40.0% and, as of December 31, 2021, we had a rolling average ratio of 30.7%.
As of December 31, 2021, we believe that our cash on hand, capacity available under our lines of credit and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months. For more detailed information on our lines of credit, refer to Note 7 to the Consolidated Financial Statements located in Part II, Item 8 of this Annual Report on Form 10-K.
Preferred Equity Issuances
On December 22, 2021, we issued 2,000,000 Depositary Shares, each representing 1/1000 of a share of our 5.75% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”) for $50.0 million. We received net proceeds of $47.7 million and incurred stock issuance costs of approximately $2.3 million that reduced the amount of equity on our consolidated balance sheet.
Holders of Series A Preferred Stock, when and as authorized by our Board, are entitled to cumulative cash dividends at the rate of 5.75% of the $25,000.00 ($25.00 per Depositary Share) liquidation preference per year (equivalent to 1,437.50 per share per year or $1.4375 per Depositary Share per year). Dividends are payable quarterly in arrears, on or about the 15th of March, June, September and December, beginning on or about March 15, 2022. On and after December 23, 2026, the shares of Series
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A Preferred Stock will be redeemable at our option, in whole or in part, at a redemption price equal to $25,000.00 per share of Series A Preferred Stock ($25.00 per Depositary Share), plus an amount equal to any accrued and unpaid dividends. Furthermore, upon a change of control (as defined in the Certificate of Designation), we will have a special option to redeem the Series A Preferred Stock at $25,000.00 per share of Series A Preferred Stock ($25.00 per Depositary Share), plus an amount per share equal to any accrued and unpaid dividends on such shares. In addition, upon change of control, the shareholders will have the option to convert their Series A Preferred stock into shares of Common Stock as specified on the Certificate of Designation. The Series A Preferred Stock ranks, as to dividend rights and rights upon our liquidation, dissolution or winding up senior to all classes or series of our common stock. Holders of the Series A Preferred Stock generally have no voting rights, except for limited voting rights, including if we fail to pay dividends on the Series A Preferred Stock for six or more quarterly periods (whether or not consecutive).
Registration Statements
In December 2020, we filed with the SEC a shelf registration statement on Form S-3 registering up to $500 million of securities, including shares of our common stock, preferred stock or debt securities either separately or represented by warrants, or depositary shares as well as units that include any of these securities. Under the rules governing shelf registration statements, we will file a prospectus supplement and advise the SEC of the amount and type of securities each time we issue securities under this registration statement.
Cash Flows
The following summarizes our primary sources and uses of cash for the year ended December 31, 2021 as compared to the year ended December 31, 2020:
•Operating activities. Net cash used in operating activities for the year ended December 31, 2021 was $92.4 million, compared to a $35.1 million source of cash from operating activities during the year ended December 31, 2020. The net cash outflows for the year ended December 31, 2021 were primarily driven by an increase in inventory of $358.3 million, partially offset by $201.0 million of cash generated from business operations, the deferral of expense payments through the increase in accrued expenses and accounts payable of $20.9 million and $21.2 million, respectively, and an increase in customer builder deposits of $26.5 million.
•Investing activities. Net cash used in investing activities for the year ended December 31, 2021 decreased to $2.0 million compared to $13.3 million for the year ended December 31, 2020. The decrease in cash outflows was primarily due to a $9.0 million investment in joint venture GBTM Sendera during the year ended December 31, 2020.
•Financing activities. Net cash provided by financing activities for the year ended December 31, 2021 was $154.3 million, compared to $25.9 million cash used during the year ended December 31, 2020. The cash inflows for the year ended December 31, 2021 were primarily from borrowings from senior unsecured notes of $225.0 million and from net proceeds from the issuance of preferred stock of $47.7 million, partially offset by the net repayment of lines of credit of $106.0 million.
For discussion and analysis our cash flows for the year ended December 31, 2020 as well as for comparison to our cash flows for the year ended December 31, 2019, refer to Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2020.
Off-Balance Sheet Arrangements
Land and Lot Option Contracts
In the ordinary course of business, we enter into land purchase contracts with third-party developers in order to procure lots for the construction of our homes in the future. We are subject to customary obligations associated with such contracts. These purchase contracts typically require an earnest money deposit, and the purchase of properties under these contracts is generally contingent upon satisfaction of certain requirements, including obtaining applicable property and development entitlements.
We also utilize option contracts with lot sellers as a method of acquiring lots in staged takedowns, which are the schedules that dictate when lots must be purchased to help manage the financial and market risk associated with land holdings, and to reduce the use of funds from our corporate financing sources. Lot option contracts generally require us to pay a non-refundable deposit for the right to acquire lots over a specified period of time at pre-determined prices which typically include escalations in lot prices over time.
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Our utilization of lot option contracts is dependent on, among other things, the availability of land sellers willing to enter into these arrangements, the availability of capital to finance the development of optioned lots, general housing market conditions and local market dynamics. Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions.
We generally have the right, at our discretion, to terminate our obligations under both purchase contracts and option contracts by forfeiting the earnest money deposit with no further financial responsibility to the land seller. During the three months ended March 31, 2020, management determined to increase the allowance for certain option contracts due to the impact of the COVID-19 pandemic on the homebuilding industry and projected future demand for homes in certain markets and/or locations. However, management subsequently reassessed the market situation based on new information available and reversed such allowances for earnest money deposits and pre-acquisition costs related to option contracts in the subsequent quarter.
As of December 31, 2021, we had earnest money deposits of $27.3 million at risk associated with contracts to purchase 6,246 lots past feasibility studies with an aggregate purchase price of approximately $323.1 million.
Letters of Credit and Performance Bonds
Refer to Note 17 in the accompanying Notes to the consolidated financial statements included in this Annual Report on Form 10-K for details of letters of credit and performance bonds outstanding.
Guarantee
Refer to Note 5 in the accompanying Notes to the consolidated financial statements included in this Annual Report on Form 10-K for details of our guarantee in relation to our joint venture with EJB River Holdings, LLC (“EJB River Holdings”).
Critical Accounting Policies
The preparation of financial statements in accordance with United States generally accepted accounting principles (“GAAP”) requires management to use judgment and make estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues, costs and expenses during the reporting period. Management bases estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ from estimates under different assumptions or conditions. Management believes that the following accounting area is most critical to the portrayal of our financial condition and results of operations and requires the most subjective or complex judgments.
Impairment of Inventory
We value inventory at cost unless the carrying value is determined to be not recoverable in which case the affected inventory is written down to fair value. In accordance with Accounting Standards Codification 360, Property, Plant, and Equipment (“ASC 360”), we evaluate our inventory for indicators of impairment by individual community and development during each reporting period.
For our builder operations segments, during each reporting period, community gross margins on closed homes, average margins of homes within backlog, and community outlook factors are reviewed by management. In the event that this review suggests higher potential for losses at a specific community, we monitor such communities by adding them to its “watchlist” communities, and, when an impairment indicator is present, further analysis is performed.
For our land development segment, we perform a quarterly review for indicators of impairment for each project which involves comparing anticipated lot sale revenues to projected costs (i.e. lot gross margins). For lots designated for our builders, we review land for indicators of impairment on a consolidated level, looking at overall projected home gross margins. In determining the allocation of costs to a particular land parcel, we rely on project budgets which are based on a variety of assumptions, including assumptions about development schedules and future costs to be incurred. It is common that actual results differ from budgeted amounts for various reasons, including delays, changes in costs that have not been committed, unforeseen issues encountered during project development that fall outside the scope of existing contracts, or items that ultimately cost more or less than the budgeted amount. We apply procedures to maintain best estimates in our budgets, including assessing and revising project budgets on a periodic basis, obtaining commitments from subcontractors and vendors for future costs to be incurred and utilizing the most recent information available to estimate costs.
For each real estate asset that has an indicator of impairment, we analyze whether the estimated remaining undiscounted future cash flows are more or less than the asset’s carrying value. The estimated cash flows are determined by projecting the
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remaining revenue from closings based on the contractual lot takedowns remaining or historical and projected home sales or delivery absorptions for homebuilding operations and then comparing such projections to the remaining projected expenditures for development or home construction. Remaining projected expenditures are based on the most current pricing/bids received from subcontractors for current phases or homes under development. For future phases of land development, management uses its judgment to project potential cost increases. When projecting revenue, management does not assume improvement in market conditions.
If the estimated undiscounted cash flows are less than the asset’s carrying value, the asset is deemed impaired and will be written down to fair value less associated costs to sell. These impairment evaluations require us to make estimates and assumptions regarding future conditions, including the timing and amounts of development costs and sales prices of real estate assets, to determine if expected future cash flows will be sufficient to recover the asset’s carrying value.
Fair value is determined based on estimated future cash flows discounted for inherent risks associated with real estate assets. These discounted cash flows are impacted by expected risk based on estimated land development activities, construction and delivery timelines, market risk of price erosion, uncertainty of development or construction cost increases, and other risks specific to the asset or market conditions where the asset is located when the assessment is made. These factors are specific to each community and may vary among communities.
When estimating cash flows of a community, management makes various assumptions, including: (i) expected sales prices and sales incentives to be offered, including the number of homes available, pricing and incentives being offered by us or other builders, and future sales price adjustments based on market and economic trends; (ii) expected sales pace and cancellation rates based on local housing market conditions, competition and historical trends; (iii) costs expended to date and expected to be incurred including, but not limited to, land and land development costs, home construction costs, interest costs, indirect construction and overhead costs, and selling and marketing costs; (iv) alternative product offerings that may be offered that could have an impact on sales pace, sales price and/or building costs; and (v) alternative uses for the property.
Many assumptions are interdependent and a change in one may require a corresponding change to other assumptions. For example, increasing or decreasing sales absorption rates has a direct impact on the estimated per unit sales price of a home, the level of time-sensitive costs (such as indirect construction, overhead and carrying costs), and selling and marketing costs (such as model home maintenance costs and advertising costs). Due to uncertainties in the estimation process, the volatility in demand for new housing and the long life cycle of many communities, actual results could differ significantly from such estimates.
Refer to Note 1 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further description of our significant accounting policies.
Recent Accounting Pronouncements
See Note 1 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for recent accounting pronouncements.