NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) and applicable regulations of the Securities and Exchange Commission.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Green Brick Partners, Inc., its controlled subsidiaries, and variable interest entities in which Green Brick Partners, Inc. or one of its controlled subsidiaries is deemed to be the primary beneficiary (together, the “Company”, “we”, or “Green Brick”).
The Company evaluated its wholly-owned subsidiaries and controlled builder under ASC 810, Consolidation (“ASC 810”) and concluded that its controlled builder is a variable interest entity (“VIE”). The Company owns a 50% equity interest and a 51% voting interest in its controlled builder. In addition, the Company appoints two of the three board managers of its controlled builder and is able to exercise control over its operations. The Company accounts for its controlled builder under the variable interest model and is the primary beneficiary of its controlled builder in accordance with ASC 810.
All intercompany balances and transactions have been eliminated in consolidation.
The Company uses the equity method of accounting for its investments in unconsolidated entities over which it exercises significant influence but does not have a controlling interest. Under the equity method, the Company’s share of the unconsolidated entities’ earnings or losses is included in the consolidated statements of income.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management of the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes, including the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation with no impact to net income in any period.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The cash balances of the Company are held with multiple financial institutions. At times, cash balances at certain banks and financial institutions may exceed insurable amounts. The Company believes it mitigates this risk by monitoring the financial stability of institutions holding material cash balances. The Company has not experienced any losses in such accounts and believes that the risk of loss is minimal.
Restricted Cash
Restricted cash primarily relates to cash held in escrow for land development and title activities.
Receivables
Receivables consist of amounts collectible from manufacturing rebates earned by our homebuilders during the normal course of business, receivables related to land development joint amounts, amounts collectible from third-party escrow agents related to closings on land, lots and homes, and amounts collectible related to mechanic’s lien contracts. As of December 31, 2022 all amounts are considered fully collectible and no allowance for credit losses was recorded. Any allowance for credit losses is estimated based on our historical losses, the existing economic conditions, and the financial stability of our customers. Receivables are written off in the period that they are deemed uncollectible.
Inventory and Cost of Revenues
Inventory consists of undeveloped land, raw land scheduled for development, land held for future development, land in the process of development, land held for sale, developed lots, homes completed and under construction, and model homes. Inventory is valued at cost unless the carrying value is determined to be not recoverable in which case the affected inventory is written down to fair value. Cost includes any related pre-acquisition costs that are directly identifiable with a specific property so long as those pre-acquisition costs are anticipated to be recoverable at the sale of the property.
Residential lots held for sale and lots held for development include the initial cost of acquiring the land as well as certain costs capitalized related to developing the land into individual residential lots including direct overhead, interest and real estate taxes.
Land development and other project costs, including direct overhead, interest and property taxes incurred during development and home construction, are capitalized. Land development and other common costs that benefit an entire community are allocated to individual lots or homes based on relative sales value. The costs of completed lots are transferred to work in process when home construction begins. Home construction costs and related carrying charges (principally interest and real estate taxes) are allocated to the cost of individual homes.
Inventory costs for completed homes are expensed upon closing and delivery of the homes. Changes to estimated total land development costs subsequent to initial home closings in a community are generally allocated to the unclosed homes and lots in the community on a pro-rata basis. The life cycle of a community generally ranges from 24 to 72 months, commencing with the acquisition of land, continuing through the land development phase, construction, and concluding with the sale and delivery of homes. We recognize costs as incurred on our mechanic’s lien contracts.
Impairment of Inventory
In accordance with ASC 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. 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, 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 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 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 in other assumptions. For example, increasing or decreasing sales absorption rates have 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.
Capitalization of Interest
The Company capitalizes interest costs incurred to inventory during land development, home construction, and other qualifying activities. Interest capitalized as cost of inventory is charged to cost of revenues as related homes, land and lots are closed. Interest incurred on undeveloped land is directly expensed and included in interest expense in our consolidated statements of income.
Investments in Unconsolidated Entities
In accordance with ASC 323, Investments - Equity Method and Joint Ventures (“ASC 323”), the Company uses the equity method of accounting for its investments in unconsolidated entities over which it exercises significant influence but does not have a controlling interest. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the unconsolidated entity’s earnings or losses. The Company evaluates the carrying amount of the investments in unconsolidated entities for impairment in accordance with ASC 323. If the Company determines that a loss in the value of the investment is other than temporary, the Company writes down the investment to its estimated fair value. Any such losses are recorded to equity in income of unconsolidated entities in the Company’s consolidated statements of income. Due to uncertainties in the estimation process and the volatility in demand for new housing, actual results could differ significantly from such estimates.
The Company has made an election to classify distributions received from unconsolidated entities using the nature of the distribution approach. Distributions received are classified as cash inflows from operating activities based on the nature of the activities of the investee that generated the distribution.
Variable Interest Entities
The Company accounts for variable interest entities (“VIEs”) in accordance with ASC 810. In accordance with ASC 810, an entity is a VIE when: (a) the equity investment at risk in the entity is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by other parties, including the equity holders; (b) the entity’s equity holders as a group either (i) lack the direct or indirect ability to make decisions about the entity, (ii) are not obligated to absorb expected losses of the entity or (iii) do not have the right to receive expected residual returns of the entity; or (c) the entity’s equity holders have voting rights that are not proportionate to their economic interests, and the activities of the entity involve or are conducted on behalf of the equity holder with disproportionately few voting rights. If an entity is deemed to be a VIE pursuant to ASC 810, the enterprise that has both (i) the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance and (ii) the obligation to absorb the expected losses of the entity or right to receive benefits from the entity that could be potentially significant to the VIE is considered the primary beneficiary and must consolidate the VIE. In accordance with ASC 810, the Company performs ongoing reassessments of whether it is the primary beneficiary of a VIE. The financial statements of the VIEs for which the Company is considered to be the primary beneficiary, if any, are consolidated in the Company’s consolidated financial statements. The noncontrolling interests attributable to other beneficiaries of the VIEs are included as noncontrolling interests in the Company’s consolidated financial statements.
Property and Equipment, Net
Property and equipment, net are stated at cost less accumulated depreciation. Depreciation is computed over the estimated useful lives of the assets using the straight-line method. The estimated useful lives of assets range from 1 to 15 years. Repairs and maintenance are expensed as incurred.
Earnest Money Deposits
In the ordinary course of business, the Company enters into land and lot option contracts to procure land for the construction of homes in the future. Pursuant to these option contracts, the Company generally provides a deposit to the seller as consideration for the right to purchase land at different times in the future, usually at predetermined prices. Such contracts enable the Company to defer acquiring portions of properties owned by third parties or unconsolidated entities until the Company has determined whether and when to exercise its option, which reduces the Company’s financial risk associated with long-term land holdings. Option deposits and pre-acquisition costs (such as environmental testing, surveys, engineering, and entitlement costs) are capitalized if the costs are directly identifiable with the land under option and acquisition of the property is probable. These costs are reclassified to inventory upon taking title to the land. The Company writes off deposits and pre-acquisition costs if it becomes probable that the Company will not proceed with the project or recover the capitalized costs. Such decisions take into consideration changes in local market conditions, the timing of required land takedowns, the availability and best use of necessary incremental capital, and other factors.
Under ASC 810, a non-refundable deposit paid to an entity is deemed to be a variable interest that will absorb some or all of the entity’s expected losses if they occur and, as such, the Company’s land and lot option contracts are considered variable interests. The Company’s option contract deposits along with any related pre-acquisition costs represent the Company’s maximum exposure to the land seller if the Company elects not to purchase the optioned property. Therefore, whenever the Company enters into an option or purchase contract with an entity and makes a non-refundable deposit, a VIE assessment is performed. However, the Company generally has little control or power to direct the activities that most significantly impact the VIE’s economic performance due to the Company’s lack of an equity interest in them. Additionally, creditors of the VIE typically have no material recourse against the Company, and the Company does not provide financial or other support to these VIEs other than as stipulated in the option contracts. In accordance with ASC 810, the Company performs ongoing reassessments of whether the Company is the primary beneficiary of a VIE.
Intangible Assets
Intangible assets, net consists of the estimated fair value of the acquired trade name, net of amortization. The trade name has a definite life and is amortized over ten years.
Intangible assets are tested for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized if the carrying amount of the asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The impairment loss recorded would be the excess of the asset’s carrying value over its fair value. Fair value would be determined using a discounted cash flow analysis or other valuation technique.
Goodwill
The excess of the purchase price of a business acquisition over the net fair value of assets acquired and liabilities assumed is capitalized as goodwill in accordance with ASC 805, Business Combinations (“ASC 805”). The allocation to goodwill represents the excess of the purchase price, including contingent consideration, over the estimated fair value of assets acquired and liabilities assumed. Goodwill results primarily from operational synergies expected from the business combination.
Goodwill is assessed for impairment at least annually in the fourth quarter, or more frequently if certain impairment indicators are present. A goodwill impairment loss is recognized for the amount by which the carrying amount of the reporting unit, including goodwill, exceeds its fair value.
The Company reviews goodwill for impairment at the reporting unit level. The Company generally elects to first assess qualitative factors to determine whether it is more likely than not that fair value of the reporting level is less than its carrying amount. Qualitative factors include adverse macroeconomic conditions, industry and market conditions, overall financial performance, reporting unit specific events and entity specific events. If, after completing a qualitative assessment, the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company must perform a quantitative test to evaluate goodwill for impairment.
To perform a quantitative test, the Company calculates the fair value of the reporting unit and compares that amount to the reporting unit’s carrying value. The fair value of the reporting unit is determined by using generally accepted valuation techniques, including discounted cash flow models and market multiple analysis. The Company’s valuation methodology for assessing impairment would require management to make judgments and assumptions based on historical experience and projections of future operating performance. The Company recognizes goodwill impairment, if any, as the excess of the reporting unit’s carrying value over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit.
Warranties
The Company offers homeowners a comprehensive third-party warranty on each home. Homes are generally covered by a ten-year warranty for qualified and defined structural defects, one year for defects and products used, and two years for electrical, plumbing, heating, ventilation, and air conditioning parts and labor. The Company accrues an estimate of its exposure to warranty claims based on both current and historical home closings data and warranty costs incurred. A warranty accrual is made with the closing of a home and it is included within accrued expenses on the consolidated balance sheets. Any legal costs associated with loss contingencies related to warranties are expensed as incurred.
Debt Issuance Costs
Debt issuance costs represent costs incurred related to the senior unsecured notes, revolving secured and unsecured credit facilities, and notes payable, including amendments thereto, and reduce the carrying amount of debt on the consolidated balance sheets. These costs are subject to capitalization to inventory over the term of the related debt facility using the straight-line method, which approximates the effective interest rate method for our senior unsecured notes and notes payable.
Redeemable Noncontrolling Interest in Equity of Consolidated Subsidiary
Redeemable noncontrolling interest in equity of consolidated subsidiary represents equity related to a put option held by a minority shareholder of a subsidiary. Based on the put option structure, the minority shareholder’s interest in the controlled subsidiary is classified as a redeemable noncontrolling interest on the consolidated balance sheets. The accretion of the redeemable noncontrolling interest to its estimated redemption value is recorded in additional paid-in capital on the consolidated balance sheets if the estimated redemption value, net of accretion, is greater than the current value of the noncontrolling interest capital account.
Revenue Recognition
Contracts with Customers
The Company derives revenues from two primary sources: the closing and delivery of homes through our builder operations segments and the closing of lots and land sold to third parties through our land development segment. All of our revenue is from contracts with customers.
Contract Liabilities
The Company requires homebuyers to submit a deposit for home purchases and requires third-party buyers to submit a deposit in connection with land sale or lot option contracts. These deposits serve as an incentive for performance under homebuilding and land sale or development contracts. Cash received as customer deposits, if held in escrow, is reflected as restricted cash and as customer and builder deposits on the consolidated balance sheets.
Performance Obligations
The Company’s contracts with homebuyers contain a single performance obligation, which is satisfied when homes are completed and legal title has been transferred to the buyer. The Company does not have any variable consideration associated with home sales transactions.
Revenue from mechanic’s lien contracts in which the Company serves as the general contractor for custom homes where the customer owns the underlying land and improvements is recognized based on the input method, where progress toward completion is measured by relating the actual cost of work performed to date to the estimated total cost of the respective contracts.
Lot option contracts contain multiple performance obligations. The performance obligations are satisfied as lots are closed and legal title has been transferred to the builder. For lot option contracts, individual performance obligations are accounted for separately. The transaction price is allocated to the separate performance obligations on a relative stand-alone selling price basis. Certain lot option contracts require escalations in lot price over the option period. Any escalator is not collectible until the lot closing occurs. While we recognize lot escalators as variable consideration within the transaction price, we do not recognize escalator revenue until a builder closes on a lot subject to an escalator as the escalator relates to general inflation and holding costs.
Occasionally, the Company sells developed and undeveloped land parcels. If the land parcel is developed prior to the sale of the land, the revenue is recognized at closing since we deliver a single performance obligation in the form of a developed parcel. We also recognize revenue at closing on undeveloped land parcel sales as there are no other obligations beyond delivering the undeveloped land.
Homebuyers are not obligated to pay for a home until the closing and delivery of the home. The selling price of a home is based on the contract price adjusted for any change orders, which are considered modifications of the contract price.
Homebuilders are not obligated to pay for developed lots prior to control of the lots and any associated improvements being transferred to them. The term of our lot option contracts is generally based upon the number of lots being purchased and an agreed upon lot takedown schedule, which can be in excess of one year. Lots cannot be taken down until development is substantially complete. There is no significant financing component related to our third-party lot sales.
The Company does not sell warranties outside of the customary workmanship warranties provided on homes or developed lots at the time of sale. The warranties offered to homebuyers are short term, with the exception of ten-year warranties on structural concerns for homes. As these are assurance-type warranties, there is no separate performance obligation related to warranties provided to homebuyers or homebuilders.
Significant Judgments and Estimates
There are no significant judgments involved in the recognition of residential units revenue. The performance obligation of delivering a completed home is satisfied upon the sale closing when title transfers to the buyer.
There are no significant judgments involved in the recognition of land and lots revenue. The performance obligation of delivering land and lots is satisfied upon the closing of the sale when title transfers to the buyer.
Contract Costs
The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects to recover those costs.
The Company pays sales commissions to employees and/or outside realtors related to individual home sales which are expensed as incurred at the time of closing. Commissions on the sale of land parcels are also expensed as incurred upon closing. Sales commissions on the sale of homes are included in the selling, general, and administrative expenses in the consolidated statements of income.
The Company also pays builder incentives to employees which are based on the time it takes to build individual homes, as well as quality inspection completion and customer satisfaction. The builder incentives do not represent incremental costs that would require capitalization as we would incur these costs whether or not we sold the home. As such, we recognize builder incentives as expense at the time they are incurred and paid.
Advertising costs, sales salaries and certain costs associated with model homes, such as signage, do not qualify for capitalization under ASC 340-40, Other Assets and Deferred Costs - Contracts with Customers, as they are not incremental costs of obtaining a contract. As such, we expense these costs to selling, general and administrative expense as incurred. Costs incurred related to model home furnishings and sales office construction are capitalized and included in property and equipment, net on the consolidated balance sheets.
Selling, General and Administrative Expense
Selling, general and administrative expense represents salaries, benefits, share-based compensation, property taxes on finished homes, sales commissions, depreciation, amortization, advertising and marketing, rent, and other administrative items, and is recorded in the period incurred.
Advertising Expense
The Company expenses advertising costs as incurred. Advertising costs are included in selling, general and administrative expense in the consolidated statements of income. Advertising expense for the years ended December 31, 2022, 2021 and 2020 totaled $1.2 million, $1.3 million and $2.2 million, respectively.
Interest Expense
Interest expense consists primarily of interest costs incurred on our debt that are not capitalized, and amortization of debt issuance costs. We capitalize interest costs incurred to inventory during development and other qualifying activities. Debt issuance costs are capitalized to inventory over the term of the underlying debt using the straight-line method, which approximates the effective interest rate method for our senior unsecured notes and notes payable, in accordance with our interest capitalization policy. All interest costs were capitalized during the years ended December 31, 2022, 2021 and 2020.
Net Income Attributable to Green Brick Partners, Inc. per Common Share
Basic earnings per common share is computed by dividing net income allocated to common stockholders by the weighted average number of common shares outstanding during each period, adjusted for non-vested shares of restricted stock awards during each period. Net income allocated to common stockholders is net income adjusted for preferred stock dividends including dividends declared and cumulative dividends related to the current dividend period that have not been declared as of period end. Diluted earnings per share is calculated using the treasury stock method and includes the effect of all dilutive securities, including stock options and restricted stock awards.
The Company’s restricted stock awards have the right to receive forfeitable dividends on an equal basis with common stock and therefore are not considered participating securities that must be included in the calculation of net income per common share using the two-class method.
Cost Recognition
Lot acquisition, materials, direct costs, interest and indirect costs related to the acquisition, development, and construction of lots and homes are capitalized. Direct and indirect costs of developing residential lots are allocated evenly to all applicable lots. Capitalized costs of residential lots are recognized when the related revenue is recognized. Non-capitalizable costs in connection with developed lots and completed homes and other selling and administrative costs are recognized when incurred.
Share-Based Compensation
The Company measures and accounts for share-based awards in accordance with ASC 718, Compensation - Stock Compensation. The Company expenses share-based payment awards made to employees and directors, including stock options and restricted stock awards. Share-based compensation expense associated with stock options and restricted stock awards with vesting contingent upon the achievement of service conditions is recognized on a straight-line basis, net of estimated forfeitures, over the requisite service period over which the awards are expected to vest. The Company estimates the value of stock options with vesting contingent upon the achievement of service conditions as of the date the award was granted using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the use of certain input variables, such as expected volatility, risk-free interest rate and expected award life.
Income Taxes
The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company regularly reviews historical and anticipated future pre-tax results of operations to determine whether we will be able to realize the benefit of deferred tax assets. A valuation allowance is required to reduce the deferred tax asset when it is more-likely-than-not that all or some portion of the deferred tax asset will not be realized due to the lack of sufficient taxable income. The Company assesses the recoverability of deferred tax assets and the need for a valuation allowance on an ongoing basis. In making this assessment, management considers all available positive and negative evidence and available income tax planning to determine whether it is more-likely-than-not that some portion or all of the deferred tax assets will be realized in future periods. This assessment requires significant judgment and estimates involving current and deferred income taxes, tax attributes relating to the interpretation of various tax laws, historical bases of tax attributes associated with certain assets and limitations surrounding the realization of deferred tax assets.
We establish accruals for uncertain tax positions that reflect our best estimate of deductions and credits that may not be sustained on a more-likely-than-not basis. We recognize interest and penalties related to uncertain tax positions in the income tax expense in the consolidated statements of income. Accrued interest and penalties, if any, are included within accrued expenses on the consolidated balance sheets. In accordance with ASC 740, Income Taxes, the Company recognizes the effect of income tax positions only if those positions have a more-likely-than-not chance of being sustained by the Company. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
Fair Value Measurements
The Company has adopted and implemented the provisions of ASC 820-10, Fair Value Measurements (“ASC 820-10”), with respect to fair value measurements of: all elected financial assets and liabilities and any nonfinancial assets and liabilities that are recognized or disclosed in the consolidated financial statements at fair value on a recurring basis (at least annually). Under ASC 820-10, fair value is defined as an exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. These provisions establish a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels
of input are defined as follows: | | | | | |
| Level 1 — | unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company; |
| |
| Level 2 — | inputs that are observable in the marketplace other than those classified as Level 1; and |
| |
| Level 3 — | inputs that are unobservable in the marketplace and significant to the valuation. |
Entities are encouraged to maximize the use of observable inputs and minimize the use of unobservable inputs. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation.
Our valuation methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
Transfers between levels of the fair value hierarchy are deemed to have occurred on the date of the event or change in circumstances that caused the transfer.
Recent Accounting Pronouncements
Changes to U.S. GAAP are established by the FASB through Accounting Standards Updates (“ASU”) to the FASB ASC. The Company considers the applicability and impact of all ASUs and has determined that any recently adopted accounting pronouncements did not have a material impact on the Company’s consolidated financial statements and all recent accounting pronouncements not yet adopted are not applicable or are not expected to have a material impact on the Company’s consolidated financial statements.
2. INTANGIBLE ASSETS, GOODWILL, AND REDEEMABLE NONCONTROLLING INTEREST
Intangible Assets
In April 2018, following a series of transactions, the Company acquired substantially all of the assets and assumed certain liabilities of GHO Homes Corporation and its affiliates (“GHO”) through a newly formed subsidiary, GRBK GHO Homes, LLC (“GRBK GHO”). The Company holds an 80% controlling interest in this Florida-based partner.
Intangible assets related to the acquired trade name were recognized in this business combination. The amortization of the acquired trade name of $0.1 million for each of the years ended December 31, 2022, 2021, and 2020, respectively, was recorded in selling, general and administrative expense in the consolidated statements of income. The accumulated amortization of the acquired trade name was $0.4 million and $0.3 million as of December 31, 2022 and December 31, 2021, respectively.
The estimated amortization expense related to the acquired trade name for each of the next five years as of December 31, 2022 is as follows (in thousands):
| | | | | |
| 2023 | $ | 85 | |
| 2024 | 85 | |
| 2025 | 85 | |
| 2026 | 85 | |
| 2027 | 85 | |
| Thereafter | 27 | |
| Total | $ | 452 | |
Goodwill
Pursuant to this acquisition, the Company recognized goodwill of $0.7 million. The Company performed its annual goodwill impairment testing during the fourth quarter of 2022 by completing a qualitative assessment, which included the review of macroeconomic conditions and financial performance, among others. Through this assessment the Company
determined that it is not more likely than not that the carrying amount of the Southeast reporting unit exceeds its fair value. The Company did not record any goodwill impairment during the years ended December 31, 2022, 2021 and 2020.
Redeemable Noncontrolling Interest in Equity of Consolidated Subsidiary
As part of the GRBK GHO business combination, we entered into a put/call agreement (“Put/Call Agreement”) with respect to the equity interest in the joint venture held by the minority partner. The Put/Call Agreement provides that the 20% ownership interest in GRBK GHO held by the minority partner would be subject to put and purchase options starting in April 2024. The exercise price would be based on the financial results of GRBK GHO for the three years prior to exercise of the option. If the minority partner does not exercise the put option, we have the option, but not the obligation, to buy the 20% interest in GRBK GHO from our partner.
Based on the nature of the put/call structure, the noncontrolling interest attributable to the 20% minority interest owned by our Florida-based partner is included as redeemable noncontrolling interest in equity of consolidated subsidiary in the Company’s consolidated financial statements.
The following table shows the changes in redeemable noncontrolling interest in equity of consolidated subsidiary during the years ended December 31, 2022 and 2021 (in thousands): | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2022 | | 2021 |
| Redeemable noncontrolling interest, beginning of period | | $ | 21,867 | | | $ | 13,543 | |
| Net income attributable to redeemable noncontrolling interest partner | | 4,617 | | | 2,586 | |
| Distributions of income to redeemable noncontrolling interest partner | | — | | | (106) | |
| Change in fair value of redeemable noncontrolling interest | | 2,755 | | | 5,844 | |
| Redeemable noncontrolling interest, end of period | | $ | 29,239 | | | $ | 21,867 | |
3. VARIABLE INTEREST ENTITIES
Consolidated VIEs
CB JENI
On April 29, 2020, through a series of transactions, the Company acquired the remaining membership and voting interests in our subsidiary, CB JENI Homes DFW LLC (“CB JENI”). As a result, CB JENI became an indirect wholly owned subsidiary and no longer considered a VIE. CB JENI was consolidated in the Company’s consolidated financial statements based on the majority voting interest pursuant to ASC 810.
As both the entity wholly owned by the Company to which CB JENI’s ownership interests were assigned to and CB JENI were controlled by the Company, the acquisition of the remaining membership interest was accounted for at the carrying amounts on CB JENI’s books, pursuant to provisions of ASC 805 that govern transactions between entities under common control.
TPG
The Providence Group of Georgia LLC (“TPG”), a controlled builder based in Atlanta in which the Company owns a 50% equity interest, is considered to be a VIE. We sell finished lots and option lots from third-party developers to this controlled builder for its homebuilding operations and provide them with construction financing and strategic planning. Pursuant to the Company’s agreement with TPG, the Company has the ability to appoint two of the three members to TPG’s board of managers. A majority of the board of managers constitutes a quorum to transact business and no action can be approved by the board of managers without the approval from at least one individual whom the Company has appointed.
The Company has the ability to control the activities of TPG that most significantly impact its economic performance through the board of managers. Such activities include, but are not limited to, involvement in the day-to-day capital and operating decisions, the ability to determine the budget and plan, the ability to control financing decisions, and the ability to acquire or dispose of land. In addition, the Company has the right to receive the expected residual returns and obligation to absorb the expected losses of this controlled builder through the pro rata profits and losses as allocated based on our ownership interest. Therefore, the Company is considered TPG’s primary beneficiary and its financial statements are consolidated in the Company’s consolidated financial statements following the variable interest model.
The aggregated carrying amounts of assets and liabilities of TPG were $190.1 million and $164.1 million, respectively, as of December 31, 2022 and $162.0 million and $146.6 million, respectively, as of December 31, 2021. The noncontrolling interest attributable to the 50% minority interest owned by TPG was included as noncontrolling interests in the Company’s consolidated financial statements. The creditors of this controlled builder have no recourse against the Company.
Unconsolidated VIEs
Please refer to Note 5 for information on the Company’s VIE evaluation of its joint ventures with EJB River Holdings, LLC and GBTM Sendera, LLC.
Land and lot option purchase contracts
The Company evaluates all option contracts to purchase land and lots to determine whether they are VIEs and, if so, whether the Company is the primary beneficiary of counterparts of these option contracts. Although the Company does not have legal title to the optioned land or lots, if the Company is deemed to be the primary beneficiary or makes a significant deposit for optioned land or lots, it may need to consolidate the land or lots under option at the purchase price of the optioned land or lots.
As of December 31, 2022 and 2021, the Company’s exposure to loss related to its option contracts with third parties primarily consisted of its non-refundable option deposits. Following VIE evaluation, it was concluded that the Company was not the primary beneficiary in any of the VIEs related to land or lot option contracts as of December 31, 2022 and 2021.
4. INVENTORY
A summary of inventory is as follows (in thousands): | | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
| Homes completed or under construction | $ | 603,953 | | | $ | 544,258 | |
| Land and lots - developed and under development | 768,194 | | | 620,129 | |
Land held for future development(1) | 48,369 | | | — | |
| Land held for sale | 2,164 | | | 39,356 | |
| Total inventory | $ | 1,422,680 | | | $ | 1,203,743 | |
(1)Land held for future development consists of raw land parcels where development activities have been postponed due to market conditions or other factors. All applicable carrying costs, including property taxes, are expensed as incurred.
A summary of interest costs incurred, capitalized and expensed is as follows (in thousands): | | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Interest capitalized at beginning of period | $ | 19,950 | | | $ | 17,520 | | | $ | 18,596 | |
| Interest incurred | 16,454 | | | 13,340 | | | 9,823 | |
| Interest charged to cost of revenues | (13,652) | | | (10,910) | | | (10,899) | |
| Interest capitalized at end of period | $ | 22,752 | | | $ | 19,950 | | | $ | 17,520 | |
| | | | | |
| Capitalized interest as a percentage of inventory | 1.6 | % | | 1.7 | % | | |
As of December 31, 2022, the Company reviewed its inventory for indicators of potential impairment and performed a detailed impairment analysis where such indicators were present. Based on this analysis, the Company recorded a $6.0 million impairment charge to reduce the carrying value of certain land held for future development to fair value. This impairment charge was included in cost of residential units in our consolidated statements of income.
For the year ended December 31, 2021, the Company did not record an impairment adjustment. For the year ended December 31, 2020, the Company recorded a de minimis impairment adjustment to reduce the carrying value of impaired communities to fair value.
5. INVESTMENTS IN UNCONSOLIDATED ENTITIES
We participate in a number of joint ventures and other investments with independent third parties. These entities generally focus on homebuilding, land development, and mortgage services to homebuyers. The Company’s investment in these entities is included in investments in unconsolidated entities in the Company’s consolidated balance sheets under the equity method of accounting.
A summary of the Company’s investments in unconsolidated entities is as follows (in thousands): | | | | | | | | | | | | | | |
| | December 31, 2022 | | December 31, 2021 |
| GB Challenger, LLC | | $ | 49,897 | | | $ | 37,737 | |
| GBTM Sendera, LLC | | 14,319 | | | 9,854 | |
| EJB River Holdings, LLC | | 8,554 | | | 6,130 | |
| Green Brick Mortgage, LLC | | 307 | | | 715 | |
| BHome Mortgage, LLC | | 1,147 | | | 1,180 | |
| Total investment in unconsolidated entities | | $ | 74,224 | | | $ | 55,616 | |
Challenger
In August 2017, the Company acquired a 49.9% ownership interest in GB Challenger, LLC (“Challenger”). Challenger constructs townhouses, single family homes, and luxury patio homes and operates in Colorado Springs and Denver, Colorado.
The Company’s investment in Challenger is carried at cost, as adjusted for the Company’s share of income or losses and distributions received, as well as for adjustments related to basis differences between the Company’s cost and the Company’s underlying equity in net assets recorded in Challenger’s financial statements as of the date of acquisition.
As of December 31, 2022, the carrying value of the investment in Challenger was $49.9 million. The underlying 49.9% equity in net assets of Challenger was $47.4 million as of December 31, 2022. The $2.5 million difference represents the premium paid for the Company’s equity interest in excess of Challenger’s carrying value. This basis difference primarily relates to the estimated fair value of inventory, as well as the Challenger Homes trade name and capitalized acquisition costs. The amortization of the basis differences related to inventory is recognized as homes are delivered to homebuyers and the trade name is amortized over ten years. The amortization of the basis difference is a reduction of equity in income of unconsolidated entities.
The Company recognized $20.9 million, $14.8 million, and $11.9 million, related to Challenger in equity in income of unconsolidated entities during the years ended December 31, 2022, 2021, and 2020, respectively.
GBTM Sendera, LLC
In August 2020, the joint venture GBTM Sendera, LLC (“GBTM Sendera”) was formed by GRBK Edgewood, LLC (“GRBK Edgewood”) and TM Sendera, LLC (“TM Sendera”) to acquire and develop a tract of land in Fort Worth, Texas. Each party holds a 50% ownership interest in GBTM Sendera and share equally in the profits and losses of GBTM Sendera, with the exception of certain customary fees. The Company made capital contributions of $3.6 million during the year ended December 31, 2022. No cash contributions were made during the year ended December 31, 2021. A $9.8 million cash contribution was made by the Company during the year December 31, 2020.
As of December 31, 2022, the carrying amount of GBTM Sendera assets and liabilities were $35.2 million and $8.3 million, respectively. As of December 31, 2022, the Company’s maximum exposure to loss as a result of this joint venture was $13.5 million, representing the Company’s investment in GBTM Sendera.
EJB River Holdings
In December 2018, the joint venture EJB River Holdings (“EJB”) was formed by TPG to acquire and develop a tract of land in Gwinnett County, Georgia. In May 2019, East Jones Bridge, LLC was admitted as a member, which resulted in TPG having a 50% ownership interest in EJB River Holdings.
EJB River Holdings has borrowings of $12.7 million to finance its land acquisition and development. A wholly owned subsidiary of the Company provided a limited $2.0 million guarantee in connection with this debt. In the event EJB defaults on
one of its loans, the maximum potential amount of future payments that the Company could be required to make under its limited guarantee is $2.0 million. As of December 31, 2022 and 2021, the Company did not have a liability related to the guarantee obligation as the payment risk of the guarantee was assessed to be very low.
As of December 31, 2022, the carrying amounts of assets and liabilities of EJB River Holdings were $30.6 million and $13.5 million, respectively. As of December 31, 2022 the Company’s maximum exposure to loss as a result of its involvement with EJB River Holdings was $10.6 million, comprised of the sum of the Company’s investment in EJB of $8.6 million and the $2.0 million limited guarantee described above.
Green Brick Mortgage
In June 2018, the Company formed a joint venture with PrimeLending to provide mortgage loan origination services to our builders. The Company owned a 49.9% equity interest in Green Brick Mortgage, LLC. In 2022, this joint venture was terminated and the Company incurred a de minimis loss upon dissolution.
BHome Mortgage
In May 2020, the Company established a joint venture, BHome Mortgage, LLC (“BHome Mortgage”) with First Continental Mortgage, Ltd., to provide mortgage related services to homebuyers. The Company owns 49% of BHome Mortgage. BHome Mortgage received initial capital contributions of approximately $0.5 million from its two members in accordance with their membership interest during the year ended December 31, 2020.
Providence Title
In March 2018, the Company formed a joint venture with a title company in Georgia to provide title closing and settlement services to our Atlanta-based builder. The Company, through its controlled builder, TPG, owned a 49% equity interest in Providence Group Title, LLC (“Providence Title”). In December 2020, this joint venture was terminated and the Company incurred a de minimis loss upon dissolution.
A summary of the financial information of the unconsolidated entities that are accounted for by the equity method, as described above, is as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| | | December 31, 2022 | | December 31, 2021 |
| Assets: | | | | | |
| Cash | | | $ | 15,265 | | | $ | 15,903 | |
| Accounts receivable | | | 4,972 | | | 4,787 | |
| Bonds and notes receivable | | | 10,381 | | | 5,772 | |
| Loans held for sale, at fair value | | | 8,829 | | | 20,734 | |
| Inventory | | | 195,732 | | | 166,861 | |
| Other assets | | | 9,352 | | | 7,220 | |
| Total assets | | | $ | 244,531 | | | $ | 221,277 | |
| Liabilities: | | | | | |
| Accounts payable | | | $ | 10,166 | | | $ | 7,701 | |
| Accrued expenses and other liabilities | | | 12,177 | | | 13,992 | |
| Notes payable | | | 82,484 | | | 95,816 | |
| Total liabilities | | | $ | 104,827 | | | $ | 117,509 | |
| Owners’ equity: | | | | | |
| Green Brick | | | $ | 70,812 | | | $ | 52,983 | |
| Others | | | 68,892 | | | 50,785 | |
| Total owners’ equity | | | $ | 139,704 | | | $ | 103,768 | |
| Total liabilities and owners’ equity | | | $ | 244,531 | | | $ | 221,277 | |
| | | | | |
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Revenues | $ | 301,818 | | | $ | 221,190 | | | $ | 181,724 | |
| Costs and expenses | 250,240 | | | 181,429 | | | 145,525 | |
| Net earnings of unconsolidated entities | $ | 51,578 | | | $ | 39,761 | | | $ | 36,199 | |
| Company’s share in net earnings of unconsolidated entities | $ | 25,626 | | | $ | 19,713 | | | $ | 16,654 | |
A summary of the Company’s share in net earnings (losses) by unconsolidated entity is as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2022 | | 2021 | | 2020 |
| GB Challenger, LLC | | $ | 20,921 | | | $ | 14,831 | | | $ | 11,899 | |
| EJB River Holdings, LLC | | 2,424 | | | 833 | | | (2) | |
| BHome Mortgage, LLC | | 1,548 | | | 1,585 | | | 18 | |
| Green Brick Mortgage, LLC | | 733 | | | 2,464 | | | 4,727 | |
| Providence Group Title, LLC | | — | | | — | | | 12 | |
| Total net earnings from unconsolidated entities | | $ | 25,626 | | | $ | 19,713 | | | $ | 16,654 | |
During the years ended December 31, 2022, 2021, and 2020, the Company did not identify indicators of impairment for its investments in unconsolidated entities.
6. PROPERTY AND EQUIPMENT, NET
The following is a summary of property and equipment by major classification and related accumulated depreciation as of December 31, 2022 and 2021 (in thousands): | | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
| | | |
| | | |
| Model home furnishings and capitalized sales office costs | $ | 7,496 | | | $ | 7,140 | |
| Office furniture and equipment | 596 | | | 489 | |
| Leasehold improvements | 1,979 | | | 2,060 | |
| Computers and equipment | 560 | | | 498 | |
| Vehicles and field trailers | 998 | | | 790 | |
| 11,629 | | | 10,977 | |
| Less: accumulated depreciation | (8,710) | | | (8,165) | |
| Total property and equipment, net | $ | 2,919 | | | $ | 2,812 | |
Depreciation expense for the years ended December 31, 2022, 2021 and 2020 totaled $2.3 million, $2.7 million, and $3.6 million, respectively, and is included in selling, general and administrative expense in our consolidated statements of income.
7. ACCRUED EXPENSES
A summary of the Company’s accrued expenses is as follows (in thousands):
| | | | | | | | | | | | | | |
| | December 31, 2022 | | December 31, 2021 |
Real estate development reserve to complete(1) | | 28,793 | | | 14,551 | |
| Warranty reserve | | 17,945 | | | 9,378 | |
| Accrued compensation | | 13,917 | | | 8,493 | |
| Other accrued expenses | | 30,626 | | | 28,929 | |
| Total accrued expenses | | 91,281 | | | 61,351 | |
(1)Our real estate development reserve to complete consists of estimated future costs to finish the development of our communities.
Warranties
Warranty activity, included in accrued expenses in our consolidated balance sheets, consists of the following (in thousands): | | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
| Warranty accrual, beginning of period | $ | 9,378 | | | $ | 6,407 | |
| Warranties issued | 8,295 | | | 6,174 | |
| Changes in liability for existing warranties | 4,559 | | | (357) | |
| Settlements made | (4,287) | | | (2,846) | |
| Warranty accrual, end of period | $ | 17,945 | | | $ | 9,378 | |
8. DEBT
The aggregated annual principal payments under the borrowings on lines of credit, note payable, and senior unsecured notes over the next five years as of December 31, 2022 are as follows (in thousands): | | | | | |
| 2023 | $ | — | |
| 2024 | 51,928 | |
| 2025 | 57,500 | |
| 2026 | 75,000 | |
| 2027 | 62,500 | |
| Thereafter | 125,000 | |
| Total | $ | 371,928 | |
Lines of Credit
Borrowings on lines of credit outstanding, net of debt issuance costs, as of December 31, 2022 and 2021 consist 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
The Company is party to a revolving credit facility (the “Secured Revolving Credit Facility”) with Inwood National Bank, which provides for an aggregate commitment amount of $35.0 million. Amounts outstanding under the Secured Revolving Credit Facility are secured by mortgages on real property and security interests in certain personal property (to the extent that such personal property is connected with the use and enjoyment of the real property) that is owned by certain of the Company’s subsidiaries. The entire unpaid principal balance and any accrued but unpaid interest is due and payable on the maturity date. 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.
As of December 31, 2022, we had no letters of credit outstanding to reduce the aggregate maximum commitment amount of $35.0 million.
Outstanding borrowings under the amended Secured Revolving Credit Facility bear interest payable monthly at a floating rate per annum equal to the rate announced by Bank of America, N.A., from time to time, as its “Prime Rate” (the “Index”) with such adjustments to the interest rate being made on the effective date of any change in the Index, less 0.25%. Notwithstanding the foregoing, the interest may not, at any time, be less than 3.15% per annum or more than the lesser amount of 18% and the highest maximum rate allowed by applicable law.
The Secured Revolving Credit Facility is subject to a borrowing base limitation equal to the sum of 50% of the total value of land and 65% of the total value of lots owned by certain of the Company’s subsidiaries, each as determined by an independent appraiser, with the value of land being restricted from being more than 65% of the borrowing base. The amended Secured Revolving Credit Facility is also subject to a non-usage fee equal to 0.25% of the average unfunded amount of the commitment amount over a trailing 12 month period.
Fees and other debt issuance costs of $0.1 million were incurred during the year ended December 31, 2022 associated with the Secured Revolving Credit Facility amendment. De minimis fees and other issuance costs were incurred during each of the years ended December 31, 2021 and 2020. These costs are deferred and reduce the carrying amount of debt in our consolidated balance sheets. The Company subjects these costs to analysis for capitalization to inventory over the term of the Secured Revolving Credit Facility using the straight-line method, which approximates the effective interest rate method for our senior unsecured notes and notes payable.
Under the terms of the amended Secured Revolving Credit Facility, the Company is required, among other things, to maintain minimum multiples of tangible net worth in excess of the outstanding Secured Revolving Credit Facility balance, minimum interest coverage and maximum leverage. The Company was in compliance with these financial covenants under the Secured Revolving Credit Facility as of December 31, 2022.
Unsecured Revolving Credit Facility
The Company is party to a credit agreement, providing for a senior, unsecured revolving credit facility (the “Unsecured Revolving Credit Facility”). 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 and extended the termination date by one year to December 14, 2025. The Tenth Amendment also replaced LIBOR as the benchmark interest rate with the Secure Overnight Financing Rate (“SOFR”).
Outstanding advances under the Unsecured Revolving Credit Facility accrue interest at the benchmark rate plus 2.5%. Interest on amounts borrowed under the Unsecured Revolving Credit Facility is payable in arrears on a monthly basis. The Company pays the lenders a commitment fee on the amount of the unused commitments on a monthly basis at a rate per annum equal to 0.45%. As of December 31, 2022, the interest rate on outstanding borrowings under the Unsecured Revolving Credit Facility was 6.9% per annum.
Outstanding borrowings under the Unsecured Revolving Credit Facility are subject to, among other things, a borrowing base. The borrowing base limitation is equal to the sum of: 100% of unrestricted cash in excess of $15.0 million; 85% of the book value of model homes, construction in progress homes, completed sold and speculative homes (subject to certain limitations on the age and number of speculative homes and model homes); 65% of the book value of finished lots and land under development; and 50% of the book value of entitled land (subject to certain limitations on the value of entitled land and land under development as a percentage of the borrowing base).
Fees and other debt issuance costs of $0.7 million, $2.8 million and $0.5 million were incurred during the years ended December 31, 2022, 2021 and 2020, respectively, associated with the amendments, term extensions and increases in lenders’ commitments. These costs are deferred and reduce the carrying amount of debt in our consolidated balance sheets. The Company capitalizes these costs to inventory over the term of the Unsecured Revolving Credit Facility using the straight-line method, which approximates the effective interest rate method for our senior unsecured notes and notes payable.
Under the terms of the Unsecured Revolving Credit Facility, the Company is required to maintain compliance with various financial covenants, including a maximum leverage ratio, a minimum interest coverage ratio, and a minimum consolidated tangible net worth. The Company was in compliance with these financial covenants under the Unsecured Revolving Credit Facility as of December 31, 2022.
Senior Unsecured Notes
On August 8, 2019, the Company entered into a Note Purchase Agreement with Prudential Private Capital to issue $75.0 million aggregate principal amount of senior unsecured notes (the “2026 Notes”) due on August 8, 2026 at a fixed rate of 4.00% per annum in a Section 4(a)(2) private placement transaction. The Company received net proceeds of $73.3 million and incurred debt issuance costs of approximately $1.7 million that were deferred and reduced the amount of debt on our consolidated balance sheet. The Company used the net proceeds from the issuance of the 2026 Notes to repay borrowings under the Company’s existing revolving credit facilities. 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. The final principal payment of $50.0 million is due on August
8, 2026. Optional prepayment is allowed with payment of a “make-whole” penalty which fluctuates depending on market interest rates. Interest is payable quarterly in arrears commencing November 8, 2019.
On August 26, 2020, the Company entered into a Note Purchase Agreement with The Prudential Insurance Company of America and Prudential Universal Reinsurance Company to issue $37.5 million aggregate principal amount of senior unsecured notes (the “2027 Notes”) due on August 26, 2027 at a fixed rate of 3.35% per annum in a Section 4(a)(2) private placement transaction. The Company received net proceeds of $37.4 million and incurred debt issuance costs of approximately $0.1 million that were deferred and reduced the amount of debt on our consolidated balance sheet. The Company used the net proceeds from the issuance of the 2027 Notes to repay borrowings under the Company’s existing revolving credit facilities and for general corporate purposes. Optional prepayment is allowed with payment of a “make-whole” penalty which fluctuates depending on market interest rates. Interest is payable quarterly in arrears commencing on November 26, 2020.
On February 25, 2021, the Company entered into a Note Purchase Agreement with several purchasers to issue $125.0 million aggregate principal amount of senior unsecured notes (the “2028 Notes”) due on May 25, 2028 at a fixed rate of 3.25% per annum in a Section 4(a)(2) private placement transaction. The Company received net proceeds of $124.4 million and incurred debt issuance costs of approximately $0.6 million that were deferred and reduced the amount of debt on our consolidated balance sheet. The Company used the net proceeds from the issuance of the 2028 Notes to repay borrowings under the Company’s existing revolving credit facilities and for general corporate purposes. Principal on the 2028 Notes is due in increments of $25.0 million on February 25, 2024; $25.0 million on February 25, 2025; $25.0 million on February 25, 2026; $25.0 million on February 25, 2027 and $25.0 million on February 25, 2028. Optional prepayment is allowed with payment of a “make-whole” penalty which fluctuates depending on market interest rates. Interest is payable quarterly in arrears commencing on May 25, 2021.
On December 28, 2021, the Company entered into a Note Purchase Agreement with several purchasers to issue $100.0 million aggregate principal amount of senior unsecured notes (the “2029 Notes”) due on December 28, 2029 at a fixed rate of 3.25% per annum in a Section 4(a)(2) private placement transaction. The Company received net proceeds of $99.6 million and incurred debt issuance costs of approximately $0.4 million that were deferred and reduced the amount of debt on our consolidated balance sheet. The Company used the net proceeds from the issuance of the 2029 Notes to repay borrowings under the Company’s existing revolving credit facilities and for general corporate purposes. Principal on the 2029 Notes of $30.0 million is due on December 28, 2028. The remaining principal amount of $70.0 million is due on December 29, 2029. Optional prepayment is allowed with payment of a “make-whole” penalty which fluctuates depending on market interest rates. Interest is payable quarterly in arrears commencing on March 28, 2022.
Under the terms of the senior unsecured notes, the Company is required, among other things, to maintain compliance with various financial covenants, including maximum leverage ratios, a minimum interest coverage ratio, and a minimum consolidated tangible net worth. The Company was in compliance with these financial covenants under the Senior Unsecured Notes as of December 31, 2022. The Senior Unsecured Notes are guaranteed on an unsecured senior basis by the Company’s significant subsidiaries and certain other subsidiaries. The Senior Unsecured Notes will rank equally in right of payment with all of the Company’s existing and future senior unsecured and unsubordinated indebtedness.
Notes payable
On February 7, 2022, a subsidiary of the Company entered into a Promissory Note agreement with another homebuilder for $28.8 million in connection with the acquisition of a tract of land in Bastrop County, Texas. The Company agreed to pay $14.4 million per the governing Joint Ownership and Development Agreement. The Promissory Note matures on February 7, 2024 and carries an annual fixed rate of 0.6%.
9. STOCKHOLDERS’ EQUITY
Common Stock
Pursuant to the Company’s amended and restated certificate of incorporation (“Certificate of Incorporation”), the Company is authorized to issue up to 100,000,000 shares of common stock, par value $0.01 per share. As of December 31, 2022, there were 46,032,930 shares of common stock issued outstanding.
Preferred Stock
Pursuant to the Company’s Certificate of Incorporation, the Company is authorized to issue up to 5,000,000 shares of preferred stock, par value $0.01 per share. The Board of Directors (the “Board”) has the authority, subject to any limitations imposed by law or NYSE rules, without further action by the stockholders, to issue such preferred stock in one or more series
and to fix the voting powers (if any), the preferences and relative, participating, optional or other special rights or privileges, if any, of such series and the qualifications, limitations or restrictions thereof. These rights, preferences and privileges may include, but are not limited to, dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of that series.
On December 23, 2021, the Company issued 2,000 shares of 5.75% Series A Cumulative Perpetual Preferred Stock for $50.0 million. The Company pays cumulative cash dividends on the Series A Preferred Stock, when and as declared by the Board Of Directors, at the rate of 5.75% of the $25,000 liquidation preference per share. Dividends are payable quarterly in arrears, beginning on or about March 15, 2022.
The Company will have the option to redeem the shares, in whole or in part, at a redemption price equal to $25,000 per share on or after December 23, 2026, which is the fifth anniversary of the date of issuance of the Series A Preferred Stock, or upon change of control. Unless the Company decides to exercise the redemption option, upon the occurrence of a change of control, preferred stockholders will have the right to convert some or all of the Series A Preferred Stock into a number of shares of the Company’s common stock equal to the lesser of (i) the quotient obtained by dividing (A) the sum of (x) the liquidation preference to be converted, plus (y) the amount per such share equal to any accrued and unpaid dividends, by (B) the common stock price, and (ii) 1.7059.
The Company incurred $2.3 million in fees and expenses in connection with this transaction that reduced the amount of equity on our consolidated balance sheet during the year ended December 31, 2021.
The table below presents a summary of the perpetual preferred stock outstanding at December 31, 2022 and 2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Series | | Description | | Initial date of issuance | | Total Shares Outstanding | | Liquidation Preference per Share (in dollars) | | Carrying Value | | Per Annum Dividend Rate | | Redemption Period |
Series A(1) | | 5.75% Cumulative Perpetual | | December 2021 | | 2,000 | | | $ | 25 | | | $ | 50,000 | | | 5.75 | % | | n/a |
(1) Ownership is held in the form of Depositary Shares, each representing a 1/1,000th interest in a share of preferred stock, paying a quarterly cash dividend, if and when declared.
Dividends
Dividends paid on our Series A preferred stock totaled 2.8 million during the year ended December 31, 2022. As the Series A Preferred Stock was issued in December 2021, no dividend payments were made during the years ended December 31, 2021 and 2020.
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.
Share Repurchase Programs
2021 Share Repurchase Program
On March 1, 2021, the Company’s Board of Directors (the “Board”) authorized a $50.0 million stock repurchase program (the “the 2021 Repurchase Plan”). The 2021 Repurchase Plan authorized the Company to purchase from time to time on or prior to December 31, 2022, up to $50.0 million of our outstanding common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors. The 2021 Repurchase Plan may be modified or terminated by our Board at any time in its sole discretion.
During the year ended December 31, 2022, the Company repurchased 2,423,644 shares for approximately $50.0 million. The Company completed the repurchases under the 2021 Repurchase Plan on April 29, 2022. The repurchased shares were subsequently retired.
2022 Share Repurchase Program
On April 27, 2022, the Board approved a stock repurchase program (the “2022 Repurchase Plan”) that authorizes the Company to purchase, from time to time, up to an additional $100.0 million of our outstanding common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors. The new
plan has no time deadline and will continue until otherwise modified or terminated by the Board at any time in its sole discretion.
Under the 2022 Repurchase Plan, the Company repurchased 2,420,915 shares for approximately $51.3 million during the year ended December 31, 2022. The repurchased shares were subsequently retired. The remaining dollar value of shares that may be purchased under the 2022 Repurchase Plan was $48.7 million as of December 31, 2022.
10. SHARE-BASED COMPENSATION
2014 Omnibus Equity Incentive Plan
On October 17, 2014, the Company’s stockholders approved the Green Brick Partners, Inc. 2014 Omnibus Equity Incentive Plan (the “2014 Equity Plan”). The purpose of the 2014 Equity Plan is to provide a means for the Company to attract and retain key personnel and to provide a means whereby current and prospective directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of the Company’s common stock, thereby strengthening their commitment to the welfare of the Company and aligning their interests with those of the Company’s stockholders. The 2014 Equity Plan will terminate automatically on the tenth anniversary of the date it became effective. No awards will be granted under the 2014 Equity Plan after that date, but awards granted prior to that date may extend beyond that date.
Under the 2014 Equity Plan, awards of stock options, including both incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock and restricted stock units, other share-based awards and performance compensation awards, may be granted. The maximum number of shares of the Company’s common stock that is authorized and reserved for issuance under the 2014 Equity Plan is 2,350,956 shares, subject to adjustment for certain corporate events or changes in the Company’s capital structure.
In general, the Company’s employees or those reasonably expected to become the Company’s employees, consultants and directors, are eligible for awards under the 2014 Equity Plan, provided that incentive stock options may be granted only to employees. The Company has six non-employee directors and approximately 550 employees (including employees of our builders) who are eligible to receive awards under the 2014 Equity Plan. Written agreements between the Company and each participant evidence the terms of each award granted under the 2014 Equity Plan.
If any award under the 2014 Equity Plan expires or otherwise terminates, in whole or in part, without having been exercised in full, the common stock withheld from issuance under that award will become available for future issuance under the plan. If shares issued under the 2014 Equity Plan are reacquired by the Company pursuant to the terms of any forfeiture provision, those shares will become available for future awards under the plan. Awards that can only be settled in cash will not be treated as shares of common stock granted for purposes of the 2014 Equity Plan. The maximum amount that can be paid to any single participant in any one calendar year pursuant to a cash bonus award under the 2014 Equity Plan is $2.0 million. As of December 31, 2022, 1,252,096 shares remain available for future grant of awards under the 2014 Equity Plan.
Share-Based Award Activity
During the years ended December 31, 2022, 2021 and 2020 the Company granted restricted stock awards (“RSAs”) under the 2014 Equity Plan to Executive Officers (“EOs”) and non-employee members of the Board. The RSAs granted to EOs were 100% vested and non-forfeitable on the grant date. Some members of the Board elected to defer up to 100% of their annual retainer fee in the form of common stock. The RSAs granted to the Board will become fully vested on the earlier of (i) the first anniversary of the date of grant of the shares of restricted common stock or (ii) the date of the Company’s 2023 Annual Meeting of Stockholders. The fair value of the RSAs granted to EOs and non-employee members of the Board were recorded as share-based compensation expense on the grant date and over the vesting period, respectively. During the years ended December 31, 2022, 2021 and 2020, the Company withheld 46,415; 41,318, and 75,708; shares, respectively, of common stock from EOs, at a total cost of $1.1 million, $0.8 million, and $0.6 million, for the respective periods, to satisfy statutory minimum tax requirements upon grant of the RSAs.
2021 and 2022 Employee Stock Awards
On March 1, 2021, the Company’s Board of Directors approved an incentive program for eligible employees to participate in the Company’s new restricted stock award plan. This plan is being offered pursuant to the 2014 Omnibus Equity Plan. The Company incurred $0.3 million and $0.1 million share-based compensation expense related to employee awards issued during the years ended December 31, 2022 and 2021, respectively.
A summary of share-based awards activity during the years ended December 31, 2022, 2021 and 2020 is as follows: | | | | | | | | | | | |
| Number of Shares
(in thousands) | | Weighted Average Grant Date Fair Value per Share |
| Nonvested, December 31, 2019 | 59 | | | $ | 9.05 | |
| Granted | 250 | | | $ | 8.63 | |
| Vested | (264) | | | $ | 8.10 | |
| Forfeited | — | | | $ | — | |
| Nonvested, December 31, 2020 | 45 | | | $ | 12.33 | |
| Granted | 139 | | | $ | 22.10 | |
| Vested | (156) | | | $ | 19.09 | |
| Forfeited | — | | | $ | — | |
| Nonvested, December 31, 2021 | 28 | | | $ | 23.21 | |
| Granted | 171 | | | $ | 22.47 | |
| Vested | (153) | | | $ | 22.17 | |
| Forfeited | (8) | | | $ | 23.84 | |
| Nonvested, December 31, 2022 | 38 | | | $ | 23.94 | |
Stock Options
Stock options granted to date were not granted under the 2014 Equity Plan. The stock options outstanding as of December 31, 2022 vested and became exercisable in five substantially equal installments on each of the first five anniversaries of the grant date and expire 10 years after the date on which they were granted. Compensation expense related to these options was expensed on a straight-line basis over the 5 year service period. All of the stock options outstanding as of December 31, 2022 are vested. We utilized the Black-Scholes option pricing model for estimating the grant date fair value of the stock options. There were no stock options granted during the years ended December 31, 2022, 2021 and 2020.
A summary of stock option activity during the year ended December 31, 2022 is as follows: | | | | | | | | | | | | | | | | | | | | | | | |
| Number of Shares (in thousands) | | Weighted Average Exercise Price per Share | | Weighted Average Remaining Contractual Term (in years) | | Aggregate Intrinsic Value (in thousands) |
| Options outstanding, December 31, 2021 | 500 | | | $ | 7.49 | | | | | |
| Granted | — | | | — | | | | | |
| Exercised | — | | | — | | | | | |
| Forfeited | — | | | — | | | | | |
| Options outstanding, December 31, 2022 | 500 | | | $ | 7.49 | | | 1.82 | | $ | 8,370 | |
| Options exercisable, December 31, 2022 | 500 | | | $ | 7.49 | | | 1.82 | | $ | 8,370 | |
Share-Based Compensation Expense
Share-based compensation expense was $3.5 million, $3.1 million and $2.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. Recognized tax benefit related to share-based compensation expense was $0.8 million, $0.6 million and $0.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.
As of December 31, 2022, the estimated total remaining unamortized share-based compensation expense related to unvested RSAs, net of forfeitures, was $0.4 million which is expected to be recognized over a weighted-average period of 0.7 years. The total fair value of RSAs vested during the years ended December 31, 2022, 2021 and 2020 was $3.4 million, $3.0 million and $2.1 million, respectively.
As of December 31, 2022, there was no remaining unamortized share-based compensation expense related to stock options.
11. REVENUE RECOGNITION
Disaggregation of Revenue
The following reflects the disaggregation of revenue by primary geographic market, type of customer, product type, and timing of revenue recognition (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Residential units revenue | | Land and lots revenue | | Residential units revenue | | Land and lots revenue | | Residential units revenue | | Land and lots revenue |
| Primary Geographical Market | | | | | | | | | | | |
| Central | $ | 1,181,393 | | | $ | 46,479 | | | $ | 938,052 | | | $ | 66,613 | | | $ | 644,976 | | | $ | 43,788 | |
| Southeast | 522,558 | | | 7,363 | | | 371,635 | | | 26,576 | | | 285,200 | | | 2,057 | |
| Total revenues | $ | 1,703,951 | | | $ | 53,842 | | | $ | 1,309,687 | | | $ | 93,189 | | | $ | 930,176 | | | $ | 45,845 | |
| | | | | | | | | | | |
| Type of Customer | | | | | | | | | | | |
| Homebuyers | $ | 1,703,951 | | | $ | — | | | $ | 1,309,687 | | | $ | — | | | $ | 930,176 | | | $ | — | |
| Homebuilders and Multi-family Developers | — | | | 53,842 | | | — | | | 93,189 | | | — | | | 45,845 | |
| Total revenues | $ | 1,703,951 | | | $ | 53,842 | | | $ | 1,309,687 | | | $ | 93,189 | | | $ | 930,176 | | | $ | 45,845 | |
| | | | | | | | | | | |
| Product Type | | | | | | | | | | | |
| Residential units | $ | 1,703,951 | | | $ | — | | | $ | 1,309,687 | | | $ | — | | | $ | 930,176 | | | $ | — | |
| Land and lots | — | | | 53,842 | | | — | | | 93,189 | | | — | | | 45,845 | |
| Total revenues | $ | 1,703,951 | | | $ | 53,842 | | | $ | 1,309,687 | | | $ | 93,189 | | | $ | 930,176 | | | $ | 45,845 | |
| | | | | | | | | | | |
Timing of Revenue Recognition(1) | | | | | | | | | | | |
| Transferred at a point in time | $ | 1,696,911 | | | $ | 53,842 | | | $ | 1,305,620 | | | $ | 93,189 | | | $ | 923,901 | | | $ | 45,845 | |
| Transferred over time | 7,040 | | | — | | | 4,067 | | | — | | | 6,275 | | | — | |
| Total revenues | $ | 1,703,951 | | | $ | 53,842 | | | $ | 1,309,687 | | | $ | 93,189 | | | $ | 930,176 | | | $ | 45,845 | |
(1)Revenue recognized over time represents revenue from mechanic’s lien contracts.
Contract Balances
Opening and closing contract balances included in customer and builder deposits on the consolidated balance sheets are as follows (in thousands): | | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
| Customer and builder deposits | $ | 29,112 | | | $ | 64,610 | |
The difference between the opening and closing balances of customer and builder deposits results from the timing difference between the customer’s payment of a deposit and the Company’s delivery of the home, impacted slightly by terminations of contracts.
The amount of deposits on residential units and land and lots held as of the beginning of the period and recognized as revenue during the years ended December 31, 2022 and 2021 are as follows (in thousands): | | | | | | | | | | | |
| 2022 | | 2021 |
| Type of Customer | | | |
| Homebuyers | $ | 20,649 | | | $ | 29,313 | |
| Homebuilders and Multi-Family Developers | 83 | | | 2,126 | |
| Total deposits recognized as revenue | $ | 20,732 | | | $ | 31,439 | |
Performance Obligations
There was no revenue recognized during the years ended December 31, 2022, 2021 and 2020 from performance obligations satisfied in prior periods.
Transaction Price Allocated to Remaining Performance Obligations
The aggregate amount of transaction price allocated to the remaining performance obligations on our land sale and lot option contracts is $7.0 million. The Company will recognize the remaining revenue when the lots are taken down, or upon closing for the sale of a land parcel, which is expected to occur as follows (in thousands): | | | | | |
| 2023 | $ | 6,969 | |
| 2024 | — | |
| Total | $ | 6,969 | |
The timing of lot takedowns is contingent upon a number of factors, including customer needs, the number of lots being purchased, receipt of acceptance of the plat by the municipality, weather-related delays, and agreed-upon lot takedown schedules.
Our contracts with homebuyers have a duration of less than one year. As such, the Company uses the practical expedient as allowed under ASC 606, Revenue from Contracts with Customers, and has not disclosed the transaction price allocated to remaining performance obligations as of the end of the reporting period.
12. SEGMENT INFORMATION
The Company has three reportable segments - Builder operations Central, Builder operations Southeast, and Land development. Builder operations Central represents operations by our builders in Texas, whereas Builder operations Southeast represents operations by our builders in Georgia and Florida. The Land development segment acquires land for the development of residential lots that are transferred to our controlled builders or sold to third party homebuilders. The operations of the Company’s builders and land development were aggregated in three reportable segments based on similar economic characteristics, including geography, housing products, class of homebuyer, regulatory environments, and methods used to construct and sell homes.
Corporate operations are reported as a non-operating segment and include activities which support the Company’s builder operations, land development, title and mortgage operations through the centralization of certain administrative functions, such as finance, treasury, information technology and human resources, as well as development of strategic initiatives. Unallocated corporate expenses are reported in the corporate, other and unallocated segment as these activities do not share a majority of aggregation criteria with either the builder operations or land development segments.
While the operations of Challenger meet the criteria for an operating segment, they do not meet the quantitative thresholds of ASC 280, Segment Reporting (“ASC 280”) to be separately reported and disclosed. As such, Challenger’s results are included within the corporate, other and unallocated segment.
Green Brick Title, LLC (“Green Brick Title”) and BHome Mortgage operations are not economically similar to either builder operations or land development and do not meet the quantitative thresholds of ASC 280 to be separately reported and disclosed. As such, these entities’ results are included within the corporate, other and unallocated segment.
Operations of EJB River Holdings and GBTM Sendera do not meet the criteria for an operating segment, and they do not meet the quantitative thresholds of ASC 280 to be separately reported and disclosed. As such, these results are included within the corporate, other and unallocated segment.
Operational results of each reportable segment are not necessarily indicative of the results that would have been achieved had the reportable segment been an independent, stand-alone entity during the periods presented.
Financial information relating to the Company’s reportable segments is as follows (in thousands): | | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
Revenues: (1) | | | | | |
| Builder operations | | | | | |
| Central | $ | 1,181,393 | | | $ | 940,021 | | | $ | 645,475 | |
| Southeast | 529,921 | | | 398,211 | | | 287,257 | |
| Total builder operations | 1,711,314 | | | 1,338,232 | | | 932,732 | |
| Land development | 46,479 | | | 64,644 | | | 43,289 | |
| Total revenues | $ | 1,757,793 | | | $ | 1,402,876 | | | $ | 976,021 | |
| | | | | |
| Gross profit: | | | | | |
| Builder operations | | | | | |
| Central | $ | 393,697 | | | $ | 271,799 | | | $ | 172,341 | |
| Southeast | 156,840 | | | 110,181 | | | 77,121 | |
| Total builder operations | 550,537 | | | 381,980 | | | 249,462 | |
| Land development | 13,393 | | | 9,385 | | | 10,877 | |
Corporate, other and unallocated (2) | (40,905) | | | (29,306) | | | (25,735) | |
| Total gross profit | $ | 523,025 | | | $ | 362,059 | | | $ | 234,604 | |
| | | | | |
Interest expense: (3) | | | | | |
| Builder operations | | | | | |
| Central | $ | — | | | $ | — | | | $ | — | |
| Southeast | 32,323 | | | 15,719 | | | 15,635 | |
| Total builder operations | 32,323 | | | 15,719 | | | 15,635 | |
| Corporate, other and unallocated | (32,323) | | | (15,719) | | | (15,635) | |
| Total interest expense | $ | — | | | $ | — | | | $ | — | |
| | | | | |
| Income before income taxes: | | | | | |
| Builder operations | | | | | |
| Central | $ | 281,793 | | | $ | 178,760 | | | $ | 99,624 | |
| Southeast | 107,669 | | | 69,606 | | | 41,061 | |
| Total builder operations | 389,462 | | | 248,366 | | | 140,685 | |
| Land development | 13,062 | | | 8,767 | | | 9,512 | |
Corporate, other and unallocated (4) | (6,059) | | | (147) | | | (7,384) | |
| Income before income taxes | $ | 396,465 | | | $ | 256,986 | | | $ | 142,813 | |
| | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
| Inventory: | | | |
| Builder operations | | | |
| Central | $ | 515,981 | | | $ | 460,796 | |
| Southeast | 293,787 | | | 258,759 | |
| Total builder operations | 809,768 | | | 719,555 | |
| Land development | 570,065 | | | 449,654 | |
Corporate, other and unallocated (5) | 42,847 | | | 34,534 | |
| Total inventory | $ | 1,422,680 | | | $ | 1,203,743 | |
| | | |
Goodwill: | | | |
| Builder operations - Southeast | $ | 680 | | | $ | 680 | |
(1)The sum of Builder operations Central and Southeast segments’ revenues does not equal residential units revenue included in the consolidated statements of income in periods when our builders have revenues from land or lot closings, which for the years ended December 31, 2022, 2021 and 2020 were $7.4 million, $28.5 million and $2.6 million, respectively.
(2)Corporate, other and unallocated gross loss is comprised of capitalized overhead and capitalized interest adjustments that are not allocated to builder operations and land development segments.
(3)Interest expense of Builder operations Central and Southeast segments represents an interest expense charged by Corporate, other and unallocated segment in relation to financing purchases of land and construction of some of the Company’s Dallas and Atlanta builders. Intercompany interest revenue of the Corporate, other and unallocated segment is eliminated in consolidation.
(4)Corporate, other and unallocated loss before income taxes includes results from Green Brick Title, Ventana Insurance, and investments in unconsolidated subsidiaries, in addition to capitalized cost adjustments that are not allocated to operating segments.
(5)Corporate, other and unallocated inventory consists of capitalized overhead and interest related to work in process and land under development.
13. INCOME TAXES
Income Tax Expense
The components of current and deferred income tax expense are as follows (in thousands): | | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Current income tax expense (benefit): | | | | | |
| Federal | $ | 73,747 | | | $ | 47,688 | | | $ | 20,968 | |
| State | 9,428 | | | 5,282 | | | 4,162 | |
| Total current income tax expense | 83,175 | | | 52,970 | | | 25,130 | |
| Deferred income tax expense (benefit): | | | | | |
| Federal | (630) | | | (604) | | | (354) | |
| State | (77) | | | 239 | | | 240 | |
| Total deferred income tax expense | (707) | | | (365) | | | (114) | |
| Total income tax expense | $ | 82,468 | | | $ | 52,605 | | | $ | 25,016 | |
Effective Income Tax Rate Reconciliation
The income tax expense differs from the amount that would be computed by applying the statutory federal income tax rates of 21% for each of the years ended December 31, 2022, 2021 and 2020, respectively, to income before income taxes as a result of the following (amounts in thousands): | | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Tax on pre-tax book income (before reduction of noncontrolling interests) | $ | 83,258 | | | $ | 53,967 | | | $ | 29,991 | |
| Tax effect of non-controlled earnings | (4,640) | | | (2,976) | | | (862) | |
| State income tax expense, net of federal benefit | 7,353 | | | 4,425 | | | 3,606 | |
| Tax credits | (5,861) | | | (3,629) | | | (8,088) | |
| Other | 2,358 | | | 818 | | | 369 | |
| Total income tax expense | $ | 82,468 | | | $ | 52,605 | | | $ | 25,016 | |
| Effective income tax rate | 20.8 | % | | 20.5 | % | | 17.5 | % |
The change in the effective tax rate for year ended December 31, 2022 relates primarily to a decreased rate benefit in the Energy Efficient Homes Tax credit as compared to the increase in pre-tax book income. Additionally the effective tax rate includes impacts of state tax rate changes for the year ended December 31, 2022 for both Florida and Colorado.
Deferred Income Taxes
The primary differences between the financial statement and tax bases of assets and liabilities are as follows (in thousands): | | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
| Deferred tax assets: | | | |
| Basis in partnerships | $ | 5,672 | | | $ | 6,867 | |
| Accrued expenses | 6,563 | | | 4,404 | |
| Inventory | 2,966 | | | 2,956 | |
| Change in fair value of contingent consideration | 1,122 | | | 1,240 | |
| Lease liabilities - operating leases | 826 | | | 1,078 | |
| Stock-based compensation | 418 | | | 404 | |
| Other | 229 | | | 218 | |
| Deferred tax assets, gross | 17,796 | | | 17,167 | |
| Valuation allowance | — | | | — | |
| Deferred tax assets, net | $ | 17,796 | | | $ | 17,167 | |
| | | |
| Deferred tax liabilities: | | | |
| Right-of-use assets - operating leases | $ | (810) | | | $ | (1,060) | |
| Prepaid insurance | (108) | | | (97) | |
| Other | (430) | | | (269) | |
| Deferred tax liabilities | $ | (1,348) | | | $ | (1,426) | |
| Total deferred income tax assets, net | $ | 16,448 | | | $ | 15,741 | |
Uncertain Tax Positions
The Company establishes accruals for uncertain tax positions that reflect management’s best estimate of deductions and credits that may not be sustained on a more-likely-than-not basis. In accordance with ASC 740, Income Taxes, the Company recognizes the effect of income tax positions only if those positions have a more-likely-than-not chance of being sustained by the Company. Recognized income tax positions are measured at the largest amount that is considered greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. There were no uncertain tax positions as of December 31, 2022.
There were no expenses for interest and penalties related to uncertain tax positions for the years ended December 31, 2022, 2021, and 2020. There were no accrued liabilities related to uncertain tax positions as of December 31, 2022 and 2021, respectively.
Statutes of Limitations
The U.S. federal statute of limitations remains open for our 2019 and subsequent tax years.
The Company and its subsidiaries file returns in Texas, Georgia, Florida and Colorado.
The Texas statute of limitations remains open for the 2018 and subsequent tax years. Any adjustments relating to returns filed by the subsidiary partnerships would be borne by the subsidiary partnership entities.
The Georgia and Florida statute of limitations remains open for 2019 and subsequent tax years. Any adjustments relating to returns filed by the subsidiary partnerships would be borne by the partner.
The Company is not presently under examination by the Internal Revenue Service or state tax authority.
14. EMPLOYEE BENEFITS
We have a qualifying 401(k) defined contribution plan that covers all employees of the Company. Each year, we may make discretionary matching contributions equal to a percentage of the employees’ contributions. The Company contributed $1.3 million, $1.0 million and $0.9 million of matching contributions to the 401(k) plan during the years ended December 31, 2022, 2021 and 2020.
15. EARNINGS PER COMMON SHARE
The computation of basic and diluted net income attributable to Green Brick Partners, Inc. per common share is as follows (in thousands, except per share amounts): | | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| | | | | |
| Net income attributable to Green Brick Partners, Inc. | $ | 291,900 | | | $ | 190,210 | | | $ | 113,693 | |
| Cumulative preferred stock dividends | (2,875) | | | (71) | | | — | |
| Net income applicable to common stockholders | 289,025 | | | 190,139 | | | 113,693 | |
| | | | | |
| Weighted-average number of common shares outstanding - basic | 47,648 | | | 50,700 | | | 50,568 | |
| Basic net income attributable to Green Brick Partners, Inc. per common share | $ | 6.07 | | | $ | 3.75 | | | $ | 2.25 | |
| | | | | |
| Weighted-average number of common shares outstanding - basic | 47,648 | | | 50,700 | | | 50,568 | |
| Dilutive effect of stock options and restricted stock awards | 339 | | | 360 | | | 227 | |
| Weighted-average number of common shares outstanding - diluted | 47,987 | | | 51,060 | | | 50,795 | |
| Diluted net income attributable to Green Brick Partners, Inc. per common share | $ | 6.02 | | | $ | 3.72 | | | $ | 2.24 | |
The following shares that could potentially dilute earnings per share in the future are not included in the determination of diluted net income attributable to Green Brick Partners, Inc. per common share (in thousands): | | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Antidilutive options to purchase common stock and restricted stock awards | (17) | | | — | | | 10 | |
16. FAIR VALUE MEASUREMENTS
Fair Value of Financial Instruments
The Company’s financial instruments, none of which are held for trading purposes, include cash, restricted cash, receivables, earnest money deposits, other assets, accounts payable, accrued expenses, customer and builder deposits, borrowings on lines of credit, senior unsecured notes, and notes payable.
Per the fair value hierarchy, level 1 financial instruments include: cash, restricted cash, receivables, earnest money deposits, other assets, accounts payable, accrued expenses, and customer and builder deposits due to their short-term nature. The Company estimates that, due to the short-term nature of the underlying financial instruments or the proximity of the underlying transaction to the applicable reporting date, the fair value of level 1 financial instruments does not differ materially from the aggregate carrying values recorded in the consolidated financial statements as of December 31, 2022 and 2021.
Level 2 financial instruments include borrowings on lines of credit, senior unsecured notes, and notes payable. Due to the short-term nature and floating interest rate terms, the carrying amounts of borrowings on lines of credit are deemed to approximate fair value. The estimated fair value of the senior unsecured notes as of December 31, 2022 and 2021, was $306.1 million and $352.3 million, respectively.
Certain assets are required to be recorded at fair value on a non-recurring basis when events and circumstances indicate that the carrying value may not be recoverable. The Company recorded inventory impairments, which are included in the in cost of residential units in our consolidated statements of income and deducted from inventory of $6.0 million for the year ended December 31, 2022 (See Note 4). Level 3 measurements based on third-party broker quotes were used in estimating the fair value of these assets.
There were no transfers between the levels of the fair value hierarchy for any of our financial instruments as of December 31, 2022 when compared to December 31, 2021.
17. RELATED PARTY TRANSACTIONS
During 2022, 2021 and 2020, the Company had the following related party transactions through the normal course of business.
Corporate Officers
Trevor Brickman, the son of Green Brick’s Chief Executive Officer, is the President of Centre Living. Green Brick’s ownership interest in Centre Living is 90% and Trevor Brickman’s ownership interest is 10%. Green Brick has 90% voting control over the operations of Centre Living. As such, 100% of Centre Living’s operations are included within our consolidated financial statements. During the years ended December 31, 2022 and 2021, Trevor Brickman made no cash contributions to Centre Living. Trevor Brickman made a $0.4 million cash contribution during the year ended December 31, 2020.
GRBK GHO
GRBK GHO leases office space from entities affiliated with the president of GRBK GHO. During the years ended December 31, 2022, 2021, and 2020, GRBK GHO incurred lease costs of $0.2 million, $0.2 million, and $0.1 million in each period, under such lease agreements. As of December 31, 2022, there were no amounts due to the affiliated entities related to such lease agreements.
GRBK GHO receives title closing services on the purchase of land and third-party lots from an entity affiliated with the president of GRBK GHO. During the years ended December 31, 2022, 2021, and 2020, GRBK GHO incurred de minimis fees related to such title closing services. As of December 31, 2022, no amounts were due to the title company affiliate.
18. COMMITMENTS AND CONTINGENCIES
Letters of Credit and Performance Bonds
During the ordinary course of business, certain regulatory agencies and municipalities require the Company to post letters of credit or performance bonds related to development projects. As of December 31, 2022 and 2021, letters of credit and performance bonds outstanding were $5.0 million and $1.7 million respectively. The Company does not believe that it is likely that any material claims will be made under a letter of credit or performance bond in the foreseeable future.
Operating Leases
We have leases associated with office and design center space in Georgia, Texas, and Florida that, at the commencement date, each have a lease term of more than 12 months and are classified as operating leases. The exercise of any extension options available in such operating lease contracts is not reasonably certain.
The operating lease cost of $1.6 million, $1.4 million, and $1.3 million for these leases for the years ended December 31, 2022, 2021, and 2020, respectively, is included in selling, general and administrative expense in the consolidated statements of income. For the years ended December 31, 2022 and 2021, cash paid for amounts included in the measurement of operating lease liabilities was $1.6 million and $1.3 million, respectively.
As of December 31, 2022, the weighted-average remaining lease term and the weighted-average discount rate used in calculating our lease liabilities were 4.3 years and 4.04%, respectively.
The future annual undiscounted cash flows in relation to the operating leases and a reconciliation of such undiscounted cash flows to the operating lease liabilities recognized in the consolidated balance sheet as of December 31, 2022 are presented below (in thousands):
| | | | | |
| 2023 | $ | 1,459 | |
| 2024 | 590 | |
| 2025 | 565 | |
| 2026 | 504 | |
| 2027 | 447 | |
| Thereafter | 417 | |
| Total future lease payments | 3,982 | |
| Less: Interest | 400 | |
| Present value of lease liabilities | $ | 3,582 | |
The Company elected the short-term lease recognition exemption for all leases that, at the commencement date, have a lease term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. For such leases, the Company does not recognize right-of-use assets or lease liabilities and instead recognizes lease payments in the consolidated income statements on a straight-line basis. Short-term lease costs of $1.3 million, $0.7 million, and $0.4 million for each of the years ended December 31, 2022, 2021, and 2020, related to such lease contracts are included in selling, general and administrative expense in the consolidated statements of income.
New Headquarters Lease
In October 2022, we entered into a lease agreement for a new corporate headquarters facility in Plano, Teas. The lease term is 94 months beginning on the lease commencement date. The lease commencement is expected to be in April 2023 when the office space is available for our use. The future lease payments related to this agreement are summarized below (in thousands):
| | | | | |
| 2023 | $ | — | |
| 2024 | 753 | |
| 2025 | 843 | |
| 2026 | 867 | |
| 2027 | 891 | |
| Thereafter | 2,894 | |
| Total future lease payments | $ | 6,248 | |
Legal Matters
Lawsuits, claims and proceedings may be instituted or asserted against us in the normal course of business. The Company is also subject to local, state and federal laws and regulations related to land development activities, house construction standards, sales practices, title company regulations, employment practices and environmental protection. As a result, the Company may be subject to periodic examinations or inquiry by agencies administering these laws and regulations.
The Company records an accrual for legal claims and regulatory matters when they are probable of occurring and a potential loss is reasonably estimable. The Company accrues for these matters based on facts and circumstances specific to each matter and revises these estimates when necessary.
In view of the inherent difficulty of predicting outcomes of legal claims and related contingencies, the Company generally cannot predict their ultimate resolution, related timing or eventual loss. If evaluations indicate loss contingencies that could be material are not probable, but are reasonably possible, the Company will disclose their nature with an estimate of the possible range of losses or a statement that such loss is not reasonably estimable. We believe that the disposition of legal claims and related contingencies will not have a material adverse effect on our results of operations and cash flows or on our financial condition.
19. SUBSEQUENT EVENTS
None.
