UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-Q
___________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2025
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number: 001-33530
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (IRS Employer Identification Number) | |||||||||||||||||||
| , | ||||||||||||||||||||
| (Address of principal executive offices, including Zip Code) | (Registrant’s telephone number, including area code) | |||||||||||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The number of shares of the Registrant's common stock outstanding as of April 25, 2025 was 43,926,290 .
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GREEN BRICK PARTNERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data) (Unaudited)
| March 31, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Receivables | |||||||||||
| Real estate inventory: | |||||||||||
| Inventory owned | |||||||||||
| Consolidated inventory related to VIE | |||||||||||
| Total real estate inventory | |||||||||||
| Investments in unconsolidated entities | |||||||||||
| Right-of-use assets - operating leases | |||||||||||
| Property and equipment, net | |||||||||||
| Earnest money deposits | |||||||||||
| Deferred income tax assets, net | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Customer and builder deposits | |||||||||||
| Lease liabilities - operating leases | |||||||||||
| Borrowings on lines of credit, net | ( | ||||||||||
| Senior unsecured notes, net | |||||||||||
| Notes payable | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Redeemable noncontrolling interest in equity of consolidated subsidiary | |||||||||||
| Equity: | |||||||||||
| Green Brick Partners, Inc. stockholders’ equity | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
Treasury stock, at cost: | ( | ||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Total Green Brick Partners, Inc. stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
GREEN BRICK PARTNERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
| Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Residential units revenue | $ | $ | ||||||||||||
| Land and lots revenue | ||||||||||||||
| Total revenues | ||||||||||||||
| Cost of residential units | ||||||||||||||
| Cost of land and lots | ||||||||||||||
| Total cost of revenues | ||||||||||||||
| Total gross profit | ||||||||||||||
| Selling, general and administrative expenses | ( | ( | ||||||||||||
| Equity in income of unconsolidated entities | ||||||||||||||
| Other income, net | ||||||||||||||
| Income before income taxes | ||||||||||||||
| Income tax expense | ||||||||||||||
| Net income | ||||||||||||||
| Less: Net income attributable to noncontrolling interests | ||||||||||||||
| Net income attributable to Green Brick Partners, Inc. | $ | $ | ||||||||||||
| Net income attributable to Green Brick Partners, Inc. per common share: | ||||||||||||||
| Basic | $ | $ | ||||||||||||
| Diluted | $ | $ | ||||||||||||
| Weighted average common shares used in the calculation of net income attributable to Green Brick Partners, Inc. per common share: | ||||||||||||||
| Basic | ||||||||||||||
| Diluted | ||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
GREEN BRICK PARTNERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except share data) (Unaudited)
For the three months ended March 31, 2025 and 2024:
| Common Stock | Preferred Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Total GRBK Stockholders’ Equity | Non controlling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under 2024 Omnibus Equity Incentive Plan, net of forfeitures | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Withholdings from vesting of restricted stock awards | ( | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Amortization of deferred share-based compensation | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Stock repurchases | — | — | — | ( | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of redeemable noncontrolling interest | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | ( | $ | ( | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Preferred Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Total GRBK Stockholders’ Equity | Non controlling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under the 2014 Omnibus Equity Incentive Plan, net of forfeitures | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Withholdings from vesting of restricted stock awards | ( | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of deferred share-based compensation | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Stock repurchases | — | — | — | — | ( | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of redeemable noncontrolling interest | — | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | ( | $ | ( | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
GREEN BRICK PARTNERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization expense | |||||||||||
| (Gain) loss on disposal of property and equipment, net | ( | ||||||||||
| Share-based compensation expense | |||||||||||
| Equity in income of unconsolidated entities | ( | ( | |||||||||
| Gain on sale of investment in unconsolidated entity | ( | ||||||||||
| Distributions of income from unconsolidated entities | |||||||||||
| Allowances for option deposits and pre-acquisition costs | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Decrease in receivables | |||||||||||
| Increase in inventory | ( | ( | |||||||||
| (Increase) decrease in earnest money deposits | ( | ||||||||||
| Decrease in other assets | |||||||||||
| Increase (decrease) in accounts payable | ( | ||||||||||
| (Decrease) increase in accrued expenses | ( | ||||||||||
| Increase in customer and builder deposits | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Investments in unconsolidated entities | ( | ( | |||||||||
| Proceeds from sale of investment in unconsolidated entity | |||||||||||
| Purchase of property and equipment, net of disposals | ( | ( | |||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
| Cash flows from financing activities: | |||||||||||
| Borrowings from lines of credit | |||||||||||
| Repayments of lines of credit | ( | ||||||||||
| Repayments of senior unsecured notes | ( | ( | |||||||||
| Repayments of notes payable | ( | ||||||||||
| Payments of withholding tax on vesting of restricted stock awards and stock option exercises | ( | ( | |||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Distributions to noncontrolling interests | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | ( | ||||||||||
| Cash and cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash and cash equivalents and restricted cash, end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
GREEN BRICK PARTNERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed 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 (“SEC”), but do not include all of the information and footnotes required for complete financial statements. The condensed consolidated balance sheet as of December 31, 2024 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. In the opinion of management, the accompanying unaudited condensed consolidated financial statements for the periods presented reflect all adjustments of a normal, recurring nature necessary to fairly state our financial position, results of operations and cash flows. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025 or subsequent periods due to seasonal variations and other factors.
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of Green Brick Partners, Inc., its controlled subsidiaries, (together, the “Company”, “we”, “our” or “Green Brick”) and variable interest entities (“VIEs”) in which Green Brick Partners, Inc. or one of its controlled subsidiaries is deemed to be the primary beneficiary.
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, if any, is included in the condensed consolidated statements of income.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management of the Company to make estimates and assumptions that affect the amounts reported in the condensed 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 condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
Reclassifications
Recent Accounting Pronouncements
Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standard Updates (“ASUs”) to the FASB Accounting Standards Codification (“ASC”). We consider the applicability and impact of all ASUs and any not listed below were assessed and determined to be not applicable or are not expected to have a material impact on our consolidated financial statements.
5
In November 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the CODM and included within the segment measure of profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM. ASU 2023-07 will be applied retrospectively and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted the new guidance on a retrospective basis on January 1, 2024.
In December, 2023, the FASB issued ASU 2023-09 (“ASU 2023-09”) Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires public companies to annually disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 will be effective for the annual reporting periods in fiscal years beginning after December 15, 2024. The Company is currently evaluating ASU 2023-09 and does not expect it to have a material effect on the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024-03”), which requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements on an interim and annual basis. ASU 2024-03 will be effective for the annual reporting periods in fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its consolidated financial statements.
2. REAL ESTATE INVENTORY
A summary of our inventory is as follows (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Homes completed or under construction | $ | $ | |||||||||
| Land and lots - developed and under development | |||||||||||
Land held for future development(1) | |||||||||||
| Land held for sale | |||||||||||
| Total inventory | $ | $ | |||||||||
(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.
As of March 31, 2025, the Company reviewed the performance and outlook for all of its communities for indicators of potential impairment and performed detailed impairment analysis when such indicators were identified. For the three months ended March 31, 2025 and 2024, the Company did not record an impairment adjustment to reduce the carrying value of communities or land inventory to fair value.
Capitalized interest
A summary of interest costs incurred, capitalized, and expensed is as follows (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Interest capitalized at beginning of period | $ | $ | |||||||||
| Interest incurred | |||||||||||
| Interest charged to cost of revenues | ( | ( | |||||||||
| Interest capitalized at end of period | $ | $ | |||||||||
| Capitalized interest as a percentage of inventory | % | % | |||||||||
6
3. INVESTMENTS IN CONSOLIDATED AND UNCONSOLIDATED ENTITIES
Unconsolidated Entities
A summary of the Company’s investments in unconsolidated entities is as follows (in thousands):
| March 31, 2025 | December 31, 2024 | |||||||||||||
| Rainwater Crossing Single-Family, LLC | $ | $ | ||||||||||||
| GBTM Sendera, LLC | ||||||||||||||
| EJB River Holdings, LLC | ||||||||||||||
| TMGB Magnolia Ridge, LLC | ||||||||||||||
| BHome Mortgage, LLC | ||||||||||||||
| Total investment in unconsolidated entities | $ | $ | ||||||||||||
As of March 31, 2025 and December 31, 2024, the Company’s maximum exposure to loss from its investments in unconsolidated entities was $106.7 million and $95.1 million, respectively. The Company’s maximum exposure to loss was limited to its investments in the unconsolidated entities, except with regard to the Company’s remaining commitment to fund capital in Rainwater Crossing Single-Family, LLC of $11.9 million and $12.0 million as of March 31, 2025 and December 31, 2024, respectively. In addition, the Company has a completion guarantee up to $22.5 million on a revolving loan to fund the development activities of TMGB Magnolia Ridge, LLC.
A summary of the unaudited condensed financial information of the unconsolidated entities that are accounted for by the equity method is as follows (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Assets: | |||||||||||
| Cash | $ | $ | |||||||||
| Accounts receivable | |||||||||||
| Bonds and notes receivable | |||||||||||
| Inventory | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other liabilities | |||||||||||
| Notes payable | |||||||||||
| Total liabilities | $ | $ | |||||||||
| Owners’ equity: | |||||||||||
| Green Brick | $ | $ | |||||||||
| Others | |||||||||||
| Total owners’ equity | $ | $ | |||||||||
| Total liabilities and owners’ equity | $ | $ | |||||||||
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenues | $ | $ | |||||||||
| Costs and expenses | |||||||||||
| Net earnings of unconsolidated entities | $ | $ | |||||||||
| Company’s share in net earnings of unconsolidated entities | $ | $ | |||||||||
7
Consolidated Entities
4. ACCRUED EXPENSES
A summary of the Company’s accrued expenses is as follows (in thousands):
| March 31, 2025 | December 31, 2024 | |||||||||||||
Real estate development reserve to complete(1) | $ | $ | ||||||||||||
| Warranty reserve | ||||||||||||||
| Federal income tax payable | 14,709 | 3,749 | ||||||||||||
| Accrued compensation | ||||||||||||||
| Accrued property tax payable | ||||||||||||||
| Other accrued expenses | ||||||||||||||
| Total accrued expenses | $ | $ | 110,068 | |||||||||||
(1)Our real estate development reserve to complete consists of budgeted costs to complete the development of our communities.
Warranties
Warranty accruals are included within accrued expenses on the condensed consolidated balance sheets. Warranty activity during the three months ended March 31, 2025 and 2024 consisted of the following (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Warranty reserve, beginning of period | $ | $ | |||||||||
| Warranties issued | |||||||||||
| Changes in liability for existing warranties | ( | ||||||||||
| Payments made | ( | ( | |||||||||
| Warranty reserve, end of period | $ | $ | |||||||||
5. DEBT
Lines of Credit
Borrowings on lines of credit outstanding, net of debt issuance costs, as of March 31, 2025 and December 31, 2024 consisted of the following (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Secured Revolving Credit Facility | $ | $ | |||||||||
| Unsecured Revolving Credit Facility | |||||||||||
| Warehouse Facilities | 570 | — | |||||||||
| Debt issuance costs, net of amortization | ( | ( | |||||||||
| Total borrowings on lines of credit, net | $ | ( | $ | ||||||||
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 of $35.0 million. The Secured Revolving Credit Facility matures on May 1, 2025
8
and it carries a minimum interest rate of 3.15 %. The entire unpaid principal balance and any accrued but unpaid interest is due and payable on the maturity date.
As of March 31, 2025, there were no letters of credit outstanding and a net available commitment of $35.0 million under the Secured Revolving Credit Facility.
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 13, 2024, the Company entered into the Twelfth Amendment (the “Twelfth Amendment”) to the Unsecured Revolving Credit Facility which adopted a leverage-based pricing grid for a reduction in both interest rate and non-use fee and other administrative changes. The Twelfth Amendment removed one lender with a $25 million prior commitment and added $30.0 million in new commitments, thereby increasing total commitments to $330.0 million. The maturity of all commitments under the Unsecured Revolving Credit Facility were extended to December 14, 2027.
Outstanding advances under the Unsecured Revolving Credit Facility accrue interest at the benchmark rate plus the Applicable Rate (as defined in the Unsecured Revolving Credit Facility). The Applicable Rate is based upon the leverage ratio of the last day of the most recently ended fiscal quarter. 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 the Commitment Fee Rate (as defined in the Unsecured Revolving Credit Facility). The Commitment Fee Rate is based upon the leverage ratio of the most recently ended fiscal quarter.
The Unsecured Revolving Credit Facility is guaranteed on an unsecured senior basis by the Company’s significant subsidiaries and certain other subsidiaries.
Warehouse Facilities
GRBK Mortgage, a wholly owned subsidiary of the Company, is party to warehouse facilities to fund its origination of mortgage loans as follows (in thousands):
| Outstanding Balance As of | ||||||||||||||
| Maturity Date | Maximum Aggregate Commitment | March 31, 2025 | ||||||||||||
October 31, 2025 | $ | 40,000 | $ | — | ||||||||||
| December 18, 2025 | 40,000 | 570 | ||||||||||||
| $ | $ | |||||||||||||
During the year ended December 31, 2024, GRBK Mortgage entered into two uncommitted warehouse facility agreements (the “Warehouse Facilities”) to finance its origination of mortgage loans. The Warehouse Facilities provide for an aggregate uncommitted amount of $80.0 million. The Warehouse Facilities are (i) secured by the underlying mortgage loans and bear interest at a variable rate based on SOFR plus a margin ranging from 1.75% to 2% and (ii) guaranteed by Green Brick. The facilities are subject to annual renewal and contain customary covenants and conditions regarding minimum net worth, leverage, profitability and liquidity. The Company was in compliance with the financial covenants under the Warehouse Facilities as of March 31, 2025.
Under the warehouse facilities, the banks purchase a participation interest in individual mortgage loans, with GRBK Mortgage providing the remainder of the principal of the mortgage, typically up to 2% depending on the loan product. The mortgage loans, with the servicing rights, are then sold, typically within 30 to 75 days, to a third party investor and the bank is repaid its participation interest plus interest and the remainder is remitted to GRBK Mortgage. If a third party investor has not purchased the mortgage loan within the anticipated timeframes then GRBK Mortgage is required to repurchase the mortgage loan for the full amount of the participation interest plus interest.
De minimis fees or other debt issuance costs were incurred during the three months ended March 31, 2025 associated with the Warehouse Facilities.
9
Senior Unsecured Notes
Senior unsecured notes, net of debt issuance costs, as of March 31, 2025 and December 31, 2024 consisted of the following (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| 4.00% senior unsecured notes due in 2026 (“2026 Notes”) | $ | $ | |||||||||
| 3.35% senior unsecured notes due in 2027 (“2027 Notes”) | |||||||||||
| 3.25% senior unsecured notes due in 2028 (“2028 Notes”) | |||||||||||
| 3.25% senior unsecured notes due in 2029 (“2029 Notes”) | |||||||||||
| Debt issuance costs, net of amortization | ( | ( | |||||||||
| Total senior unsecured notes, net | $ | $ | |||||||||
The senior unsecured notes are guaranteed on an unsecured senior basis by the Company’s significant subsidiaries and certain other subsidiaries. Optional prepayment of each of the Notes is allowed with a payment of a “make-whole” penalty which fluctuates depending on market interest rates. Interest is payable quarterly in arrears.
2026 Notes
Principal on the 2026 Notes of $12.5 million is due on August 8, 2025 and the remaining principal amount of $50.0 million is due on August 8, 2026.
2027 Notes
The aggregate principal amount of the 2027 Notes is due on August 26, 2027.
2028 Notes
Principal on the 2028 Notes is due in increments of $25.0 million annually on February 25 in each of 2026, 2027, and 2028.
2029 Notes
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 28, 2029.
Our debt instruments require us to maintain specific financial covenants, each of which we were in compliance with as of March 31, 2025.
6. REDEEMABLE NONCONTROLLING INTEREST
Redeemable Noncontrolling Interest in Equity of Consolidated Subsidiaries
The Company has a noncontrolling interest attributable to the 20 % minority interest in GRBK GHO Homes, LLC (“GRBK GHO”) owned by our Florida-based partner that is included as redeemable noncontrolling interest in equity of consolidated subsidiary in the Company’s condensed consolidated financial statements.
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As amended, the operating agreement of GRBK GHO contains put and purchase options beginning in April 2027. Refer to Note 2 in the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for details on the put/call structure of this agreement.
The following table shows the changes in redeemable noncontrolling interest in equity of GRBK GHO during the three months ended March 31, 2025 and 2024 (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Redeemable noncontrolling interest, beginning of period | $ | $ | |||||||||
| Net income attributable to redeemable noncontrolling interest partner | |||||||||||
| Change in fair value of redeemable noncontrolling interest | ( | ||||||||||
| Redeemable noncontrolling interest, end of period | $ | $ | |||||||||
7. STOCKHOLDERS’ EQUITY
2025 Share Repurchase Plan
On February 17, 2025, the Company’s Board of Directors (the “Board”) approved and authorized a new $100.0 million stock repurchase program (the “2025 Repurchase Plan”), replacing the prior plan authorized on April 27, 2023, which had a remaining authorization of $55.9 million. This new plan authorizes the Company to purchase, from time to time, up to $100.0 million of our outstanding Common Stock through open market repurchases in compliance with Rule 10b-18 under the Securities and Exchange Act of 1934, as amended (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. Shares repurchased will be retired. The 2025 Repurchase Plan has no time deadline and will continue until otherwise modified or terminated by the Board. During the three months ended March 31, 2025, the Company completed open market repurchases under the 2025 Share Repurchase Plan of 282,821 shares for approximately $16.7 million, excluding excise tax.
As of March 31, 2025, the remaining dollar value of shares that may be repurchased under the 2025 Repurchase Plan was $83.3 million, excluding excise tax. The repurchased shares will be retired.
Preferred Stock
The table below presents a summary of the perpetual preferred stock outstanding at March 31, 2025 and December 31, 2024.
| Series | Description | Initial date of issuance | Total Shares Outstanding | Liquidation Preference per Share (in dollars) | Carrying Value (in thousands) | 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 were $0.7 million for each of the three months ended March 31, 2025 and 2024, respectively.
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8. SHARE-BASED COMPENSATION
The Company’s 2024 Omnibus Equity Incentive Plan is administered by the Board and allows for the grant of stock awards (“SAs”), restricted stock awards (“RSAs”), performance restricted stock units (“PRSUs”), restricted stock units (“RSUs”), stock options and other stock based awards.
Share-Based Award Activity
During the three months ended March 31, 2025, the Company granted SAs and RSUs to executive officers, RSAs to non-employee members of the Board, and PRSUs to executive officers and employees. The SAs granted to the executive officers were 100 % vested and non-forfeitable on the grant date. Non-vested stock awards are generally granted with a one-year vesting for non-employee directors, three-year cliff vesting for employee PRSUs, and various vesting schedules for executive officer PRSUs. The fair value of all share awards were recorded as share-based compensation expense on the grant date and over the vesting period, respectively. The Company withheld 51,408 shares of common stock from executive officers and employees at a total cost of $3.1 million, to satisfy statutory minimum tax requirements upon vesting of the awards.
A summary of share-based awards activity during the three months ended March 31, 2025 is as follows:
| Number of Shares (in thousands) | Weighted Average Grant Date Fair Value per Share | ||||||||||
| Unvested, December 31, 2024 | $ | ||||||||||
| Granted | $ | ||||||||||
| Vested | ( | $ | |||||||||
| Forfeited | ( | $ | |||||||||
| Unvested, March 31, 2025 | $ | ||||||||||
Share-Based Compensation Expense
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9. 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 for the three months ended March 31, 2025 and 2024 (in thousands):
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||||||||||||||
| Residential units revenue | Land and lots revenue | Residential units revenue | Land and lots revenue | ||||||||||||||||||||
| Primary Geographical Market | |||||||||||||||||||||||
| Central | $ | $ | $ | $ | |||||||||||||||||||
| Southeast | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Type of Customer | |||||||||||||||||||||||
| Homebuyers | $ | $ | $ | $ | |||||||||||||||||||
| Homebuilders and Multi-family Developers | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Product Type | |||||||||||||||||||||||
| Residential units | $ | $ | $ | $ | |||||||||||||||||||
| Land and lots | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Timing of Revenue Recognition | |||||||||||||||||||||||
| Transferred at a point in time | $ | $ | $ | $ | |||||||||||||||||||
Transferred over time(1) | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
(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 condensed consolidated balance sheets are as follows (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Customer and builder deposits | $ | $ | |||||||||
The difference between the opening and closing balances of customer and builder deposits results from the timing difference between the customers’ payments of deposits and the Company’s delivery of the home, impacted slightly by cancellations of contracts.
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The deposits on residential units and land and lots held as of the beginning of the period and recognized as revenue during the three months ended March 31, 2025 and 2024 are as follows (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Type of Customer | |||||||||||
| Homebuyers | $ | $ | |||||||||
| Homebuilders and Multi-Family Developers | |||||||||||
| Total deposits recognized as revenue | $ | $ | |||||||||
Transaction Price Allocated to the Remaining Performance Obligations
The aggregate amount of transaction price allocated to the remaining performance obligations on our land sale and lot option contracts is $9.0 million. The Company will recognize the remaining revenue when the lots are taken down, or upon closing for the sale of a land parcel, $5.2 million of which is expected to occur in the remainder of 2025 and $3.8 million in 2026.
The timing of lot takedowns is contingent upon a number of factors, including customer and business 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.
10. SEGMENT INFORMATION
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.
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
Revenues: (1) | |||||||||||
| Builder operations | |||||||||||
| Central | $ | $ | |||||||||
| Southeast | |||||||||||
| Total builder operations | |||||||||||
| Land development | |||||||||||
| Total revenues | $ | $ | |||||||||
| Gross profit: | |||||||||||
| Builder operations | |||||||||||
| Central | $ | $ | |||||||||
| Southeast | |||||||||||
| Total builder operations | |||||||||||
| Land development | |||||||||||
Corporate, other and unallocated (2) | ( | ( | |||||||||
| Total gross profit | $ | $ | |||||||||
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| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Segment expenses: | |||||||||||
| Commissions | |||||||||||
| Builder operations | |||||||||||
| Central | $ | 17,575 | $ | 15,742 | |||||||
| Southeast | 4,434 | 4,566 | |||||||||
| Total builder operations | 22,009 | 20,308 | |||||||||
| Land development | — | — | |||||||||
| Corporate, other and unallocated | 240 | — | |||||||||
| Total commissions | $ | 22,249 | $ | 20,308 | |||||||
| Salaries | |||||||||||
| Builder operations | |||||||||||
| Central | $ | 11,777 | $ | 11,022 | |||||||
| Southeast | 6,158 | 6,095 | |||||||||
| Total builder operations | 17,935 | 17,117 | |||||||||
| Land development | — | — | |||||||||
| Corporate, other and unallocated | (7,187) | (5,253) | |||||||||
| Total salaries | $ | 10,748 | $ | 11,864 | |||||||
| Other expenses | |||||||||||
| Builder operations | |||||||||||
| Central | $ | 9,455 | $ | 8,090 | |||||||
| Southeast | 4,018 | 3,689 | |||||||||
| Total builder operations | 13,473 | 11,779 | |||||||||
| Land development | 147 | 64 | |||||||||
| Corporate, other and unallocated | 8,278 | 6,555 | |||||||||
| Total other expenses | $ | 21,898 | $ | 18,398 | |||||||
| Interest expense/(income): | |||||||||||
| Builder operations | |||||||||||
| Central | $ | (72) | $ | (10) | |||||||
| Southeast | 4,840 | 9,802 | |||||||||
| Total builder operations | 4,768 | 9,792 | |||||||||
| Corporate, other and unallocated | (4,768) | (9,792) | |||||||||
| Land development | — | — | |||||||||
| Total interest expense/(income), net | $ | — | $ | — | |||||||
| Total segment expenses | |||||||||||
| Builder operations | |||||||||||
| Central | $ | 38,807 | $ | 34,854 | |||||||
| Southeast | 14,610 | 14,350 | |||||||||
| Total builder operations | 53,417 | 49,204 | |||||||||
| Land development | 147 | 64 | |||||||||
| Corporate, other and unallocated | 1,331 | 1,302 | |||||||||
| Total segment expenses | $ | 54,895 | $ | 50,570 | |||||||
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| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Income before income taxes: | |||||||||||
| Builder operations | |||||||||||
| Central | $ | $ | |||||||||
| Southeast | |||||||||||
| Total builder operations | |||||||||||
| Land development | |||||||||||
Corporate, other and unallocated (3) | ( | ||||||||||
| Income before income taxes | $ | $ | |||||||||
| March 31, 2025 | December 31, 2024 | ||||||||||
| Inventory: | |||||||||||
| Builder operations | |||||||||||
| Central | $ | $ | |||||||||
| Southeast | |||||||||||
| Total builder operations | |||||||||||
| Land development | |||||||||||
Corporate, other and unallocated (4) | |||||||||||
| Total inventory | $ | $ | |||||||||
Goodwill: | |||||||||||
| Builder operations - Southeast | $ | $ | |||||||||
(1)The sum of Builder operations Central and Southeast segments’ revenues does not equal residential units revenue included in the condensed consolidated statements of income in periods when our builders have revenues from land or lot closings. For the three months ended March 31, 2025, Builders had no revenues from land or lot closings and $ 0.1 million revenues for the three months ended March 31, 2024.
(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)Corporate, other and unallocated income (loss) before income taxes includes results from Green Brick Title, LLC, Ventana Insurance, LLC, GRBK Mortgage, LLC, Green Brick Insurance Services, LLC and investments in unconsolidated subsidiaries, in addition to capitalized cost adjustments that are not allocated to operating segments.
(4)Corporate, other and unallocated inventory consists of capitalized overhead and interest related to work in process and land under development.
11. INCOME TAXES
The Company’s income tax expense for the three months ended March 31, 2025 and 2024 was $22.2 million and $24.8 million, respectively. The effective tax rate was 20.9 % for the three months ended March 31, 2025, compared to 21.5 % in the comparable prior year period. The change in the effective tax rate for the three months ended March 31, 2025 relates primarily to a discrete tax event from the sale of our investment in GB Challenger during the three months ended March 31, 2024.
12. EARNINGS PER SHARE
The Company’s RSAs have the right to receive forfeitable dividends on an equal basis with common stock and its PRSUs do not participate in dividends with common stock. As such, these stock awards are not considered participating securities that must be included in the calculation of net income per share using the two-class method.
16
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 RSAs and PRSUs during each period. Net income applicable 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, RSAs, RSUs and PRSUs.
The computation of basic and diluted net income attributable to Green Brick Partners, Inc. per share is as follows (in thousands, except per share amounts):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net income attributable to Green Brick Partners, Inc. | $ | $ | |||||||||
| Cumulative preferred stock dividends | (719) | (719) | |||||||||
| Net income applicable to common stockholders | $ | 74,340 | $ | 82,582 | |||||||
| Weighted-average number of common shares outstanding - basic | |||||||||||
| Basic net income attributable to Green Brick Partners, Inc. per common share | $ | $ | |||||||||
| Weighted-average number of common shares outstanding - basic | |||||||||||
| Dilutive effect of stock options and restricted stock awards | |||||||||||
| Weighted-average number of common shares outstanding - diluted | |||||||||||
| Diluted net income attributable to Green Brick Partners, Inc. per common share | $ | $ | |||||||||
The following shares which 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):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Antidilutive options to purchase common stock and restricted stock awards | ( | ( | |||||||||
13. FAIR VALUE MEASUREMENTS
Fair Value of Financial Instruments
The Company’s financial instruments, none of which are held for trading purposes, include cash and cash equivalents, 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 and cash equivalents, 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 condensed consolidated financial statements as of March 31, 2025 and December 31, 2024.
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 March 31, 2025 and December 31, 2024 was $264.4 million and $287.2 million, respectively. The aggregate principal balance of the senior unsecured notes was $275.0 million and $300.0 million as of March 31, 2025 and December 31, 2024, respectively.
There were no transfers between the levels of the fair value hierarchy for any of our financial instruments during the three months ended March 31, 2025 and 2024.
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14. RELATED PARTY TRANSACTIONS
During the three months ended March 31, 2025 and 2024, the Company had the following related party transactions in the normal course of business.
Corporate Officers
Trevor Brickman, the son of Green Brick’s Chief Executive Officer, is the President of CLH20, LLC (“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 condensed consolidated financial statements.
GRBK GHO
GRBK GHO leases office space from entities affiliated with the president of GRBK GHO. During each of the three months ended March 31, 2025 and 2024, GRBK GHO incurred de minimis rent expense under such lease agreements. As of March 31, 2025, there were no amounts due to the affiliated entities related to such lease agreements.
15. 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 March 31, 2025 and December 31, 2024, letters of credit and performance bonds outstanding were $2.6 million and $20 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
The Company has leases associated with office and design center space in Georgia, Texas, and Florida that, at the commencement date, 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.
Operating lease cost of $0.4 0.4
As of March 31, 2025, the weighted-average remaining lease term and the weighted-average discount rate used in calculating our lease liabilities were 5.5 years and 7.4 %, 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 condensed consolidated balance sheet as of March 31, 2025 are presented below (in thousands):
| Remainder of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total future lease payments | $ | ||||
| Less: Interest | |||||
| Present value of lease liabilities | $ | ||||
18
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 condensed consolidated income statements on a straight-line basis. Short-term lease cost of $0.2
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 liquidity or on our financial condition.
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FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts and typically include the words “anticipate,” “believe,” “consider,” “estimate,” “expect,” “feel,” “forecast,” “intend,” “objective,” “plan,” “predict,” “projection,” “seek,” “strategy,” “target,” “will” or other words of similar meaning. Forward-looking statements in this Quarterly Report include statements concerning, (a) our balance sheet strategies, operational strength and margin performance; (b) our operational goals and strategies and their anticipated benefits, including expansion into new markets; (c) our land and lot acquisition and development strategies and their expected impact on our results; (d) the sufficiency of our capital resources to support our business strategy and to service our debt; (e) our strategies to utilize leverage to invest in our business; (f) our target debt to total capitalization ratio and its expected benefits; (g) our expectations regarding future cash needs and access to additional growth capital; (h) seasonal factors and the impact of seasonality in future quarters and (i) beliefs regarding the impact of accounting standards and legal claims and related contingencies. These forward-looking statements reflect our current views about future events and involve estimates and assumptions which may be affected by risks and uncertainties in our business, as well as other external factors, which could cause future results to materially differ from those expressed or implied in any forward-looking statement. These risks include, but are not limited to: (1) general economic conditions, seasonality, cyclicality and competition in the homebuilding industry; (2) changes in macroeconomic conditions, including increasing interest rates and inflation that could adversely impact demand for new homes or the ability of potential buyers to qualify; (3) shortages, delays or increased costs of raw materials and increased demand for materials, or increases in other operating costs, including costs related to labor, real estate taxes and insurance, which in each case exceed our ability to increase prices; (4) significant periods of inflation or deflation; (5) a shortage of labor; (6) an inability to acquire land in our markets at anticipated prices or difficulty in obtaining land-use entitlements; (7) our inability to successfully execute our strategies, including the successful development of our communities within expected time frames and the growth and expansion of our Trophy brand; (8) a failure to recruit, retain or develop highly skilled and competent employees; (9) the geographic concentration of our operations; (10) government regulation risks; (11) adverse changes in the availability or volatility of mortgage financing; (12) severe weather events or natural disasters; (13) difficulty in obtaining sufficient capital to fund our growth; (14) our ability to meet our debt service obligations; (15) a decline in the value of our inventories and resulting write-downs of the carrying value of our real estate assets; (16) our ability to adequately self-insure; and (17) changes in accounting standards that adversely affect our reported earnings or financial condition.
Please see “Risk Factors” located in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2024 for a further discussion of these and other risks and uncertainties which could affect our future results. We undertake no obligation to revise any forward-looking statements to reflect events or circumstances after the date of those statements or to reflect the occurrence of anticipated or unanticipated events, except to the extent we are legally required to disclose certain matters in SEC filings or otherwise.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on February 26, 2025 and our condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q.
Overview and Outlook
Our key financial and operating metrics are home deliveries, home closings revenue, average sales price of homes delivered, net new home orders, which refers to sales contracts executed reduced by the number of sales contracts canceled during the relevant period, and homebuilding gross margin. Our results for each key financial and operating metric, as compared to the same period in 2024, are provided below:
| Three Months Ended March 31, 2025 | ||||||||
| Home deliveries | Increased by 10.8% | |||||||
| Home closings revenue | Increased by 11.8% | |||||||
| Average sales price of homes delivered | Increased by 0.9% | |||||||
| Net new home orders | Increased by 3.3% | |||||||
| Homebuilding gross margin percentage | Decreased by 215 basis points | |||||||
During the first quarter of 2025, our steady operating results continued to be driven by our superior infill and infill-adjacent locations in high-growth markets, our reduced cycle times, and strong demand for our new homes. Our average active selling communities increased 10.6% while the average sales price of homes delivered increased marginally year over year.
Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024
Residential Units Revenue and New Homes Delivered
The table below represents residential units revenue and new homes delivered for the three months ended March 31, 2025 and 2024 (dollars in thousands):
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | Change | % | |||||||||||||||||||||||
| Home closings revenue | $ | 495,317 | $ | 443,094 | $ | 52,223 | 11.8 | % | ||||||||||||||||||
| Mechanic’s lien contracts revenue | — | 190 | (190) | (100.0) | % | |||||||||||||||||||||
| Residential units revenue | $ | 495,317 | $ | 443,284 | $ | 52,033 | 11.7 | % | ||||||||||||||||||
| New homes delivered | 910 | 821 | 89 | 10.8 | % | |||||||||||||||||||||
| Average sales price of homes delivered | $ | 544.3 | $ | 539.7 | $ | 4.6 | 0.9 | % | ||||||||||||||||||
The $52.0 million or 11.7% increase in residential units revenue was primarily driven by a 10.8% increase in new homes delivered for the three months ended March 31, 2025. The increase in new homes delivered was primarily driven by increased levels of finished and finishing spec home inventory entering the quarter coupled with a 10.6% increase in average active selling communities. The average sales price of homes delivered for the three months ended March 31, 2025 increased to $544.3 compared to $539.7 in the previous year primarily due to product mix.
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New Home Orders and Backlog
The table below represents new home orders and backlog related to our builder operations segments, excluding mechanic’s lien contracts (dollars in thousands):
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | Change | % | |||||||||||||||||||||||
| Net new home orders | 1,106 | 1,071 | 35 | 3.3 | % | |||||||||||||||||||||
| Revenue from net new home orders | $ | 593,605 | $ | 613,384 | $ | (19,779) | (3.2) | % | ||||||||||||||||||
| Average selling price of net new home orders | $ | 536.7 | $ | 572.7 | $ | (36.0) | (6.3) | % | ||||||||||||||||||
| Cancellation rate | 6.1 | % | 4.1 | % | 2.0 | % | 48.8 | % | ||||||||||||||||||
| Absorption rate per average active selling community per quarter | 10.6 | 11.4 | (0.8) | (7.0) | % | |||||||||||||||||||||
| Average active selling communities | 104 | 94 | 10 | 10.6 | % | |||||||||||||||||||||
| Active selling communities at end of period | 103 | 98 | 5 | 5.1 | % | |||||||||||||||||||||
| Backlog revenue | $ | 594,171 | $ | 725,489 | $ | (131,318) | (18.1) | % | ||||||||||||||||||
| Backlog units | 864 | 1,020 | (156) | (15.3) | % | |||||||||||||||||||||
| Average sales price of backlog | $ | 687.7 | $ | 711.3 | $ | (23.6) | (3.3) | % | ||||||||||||||||||
Net new home orders increased 3.3% year over year and 26.0% sequentially from Q4 2024, and our average active selling communities increased by 10.6% due to the opening of new communities. As a result, our absorption rate per average active selling community decreased 7.0% year over year, which was attributable to the impact of high mortgage rates. The 3.2% decrease in revenue from net new home orders is primarily attributable to a higher mix of sales from newer, in-fill adjacent communities and fewer sales from closed-out, infill communities and an increase in sales incentives and discounts compared to the prior year.
Backlog units refer to homes under sales contracts that have not yet closed at the end of the respective period, and absorption rate refers to the rate at which net new home orders are contracted per average active selling community during the respective period. Sales contracts may be canceled prior to closing for a number of reasons, including the inability of the homebuyer to obtain suitable mortgage financing. Accordingly, backlog may not be indicative of our future revenue.
Backlog revenue decreased by 18.1% year-over-year. As of March 31, 2025, backlog revenue increased 19.8% compared to December 31, 2024 and our spec units under construction as a percentage of total units under construction decreased from 75.6% as of December 31, 2024 to 64.1% as of March 31, 2025, due to the record closings in the first quarter.
Our cancellation rate, which refers to sales contracts canceled divided by sales contracts executed during the relevant period, was 6.1% for the three months ended March 31, 2025, compared to 4.1% for the three months ended March 31, 2024. Our cancellation rate remained in a historically low range under 10.0% since December 31, 2022.
Residential Units Gross Margin
The table below represents the components of residential units gross margin (dollars in thousands):
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Residential units revenue | $ | 495,317 | 100.0 | % | $ | 443,284 | 100.0 | % | ||||||||||||||||||
| Cost of residential units | 340,621 | 68.8 | % | 295,313 | 66.6 | % | ||||||||||||||||||||
| Residential units gross margin | $ | 154,696 | 31.2 | % | $ | 147,971 | 33.4 | % | ||||||||||||||||||
Residential units revenue increased by $52.0 million or 11.7% for the three months ended March 31, 2025 mainly due to a 10.8% increase in homes delivered. Cost of residential units as a percent of residential units revenue for the three months ended March 31, 2025 increased to 68.8%, compared to 66.6% in the previous year due to a combination of product mix and a focus on higher incentives and discounts to combat high interest rates.
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Residential units gross margin for the three months ended March 31, 2025 was 31.2%, compared to 33.4% for the three months ended March 31, 2024. The decrease in residential units gross margin is attributable to higher labor, material, and selling costs.
Lots Revenue
The table below represents lots revenue and lots closed (dollars in thousands):
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | Change | % | |||||||||||||||||||||||
| Lots revenue | $ | 2,304 | $ | 4,054 | $ | (1,750) | (43.2) | % | ||||||||||||||||||
| Lots closed | 24 | 63 | (39) | (61.9) | % | |||||||||||||||||||||
| Average sales price of lots closed | $ | 96.0 | $ | 64.3 | $ | 31.7 | 49.3 | % | ||||||||||||||||||
From time to time we will opportunistically sell finished lots to other homebuilders when we determine that we have excess capacity in specific neighborhoods or submarkets. Lots revenue decreased by $1.8 million or 43.2% during the three months ended March 31, 2025, driven by a 61.9% decrease in the number of lots closed partially offset by a 49.3% increase in the average lot price.
Selling, General and Administrative Expenses
The table below represents the components of selling, general and administrative expenses (dollars in thousands):
| Three Months Ended March 31, | As Percentage of Segment Revenue | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Builder operations | $ | 53,417 | $ | 49,203 | ||||||||||||||||||||||
| Corporate, other and unallocated (income) expense | 1,331 | 1,302 | ||||||||||||||||||||||||
| Net builder operations | 54,748 | 50,505 | 11.1 | % | 11.4 | % | ||||||||||||||||||||
| Land development | 147 | 65 | 6.4 | % | 1.6 | % | ||||||||||||||||||||
| Total selling, general and administrative expenses | $ | 54,895 | $ | 50,570 | 11.0 | % | 11.3 | % | ||||||||||||||||||
Selling, general and administrative expenses as a percentage of revenue decreased by 0.3% for the three months ended March 31, 2025.
Builder Operations
Selling, general and administrative expenses as a percentage of revenue for builder operations decreased from 11.4% in the three months ended March 31, 2024 to 11.1% in the three months ended March 31, 2025 due to an increase in builder operations revenues and better leveraging of overhead costs. Builder operations expenditures include salary expenses, sales commissions, and community costs such as advertising and marketing expenses, rent, professional fees, and non-capitalized property taxes.
Corporate, Other and Unallocated
Selling, general and administrative expenses for the corporate, other and unallocated non-operating segment were $1.3 million, for each of three months ended March 31, 2025 and 2024. Corporate, other and unallocated expenses generally include capitalized overhead adjustments that are not allocated to builder operations segments.
Equity in Income of Unconsolidated Entities
Equity in income of unconsolidated entities decreased to $0.5 million, or 81.8%, for the three months ended March 31, 2025, compared to $2.6 million for the three months ended March 31, 2024. See Note 3 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a summary of Green Brick’s share in net earnings by unconsolidated entity.
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Other Income, Net
Other income, net, decreased to $4.8 million for the three months ended March 31, 2025, compared to $15.4 million for the three months ended March 31, 2024. The decrease was primarily due to a $10.7 million gain in the sale of our investment in GB Challenger during the three months ended March 31, 2024.
Income Tax Expense
Income tax expense was $22.2 million for the three months ended March 31, 2025 compared to $24.8 million for the three months ended March 31, 2024. The decrease was substantially due to a higher taxable income from the sale of our investment in GB Challenger during the three months ended March 31, 2024.
Lots Owned and Controlled
The following table presents the lots we owned or controlled, including lot option contracts, as of March 31, 2025 and December 31, 2024. Owned lots are those for which we hold title, while controlled lots are lots past feasibility studies for which we do not hold title but have the contractual right to acquire title.
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Central | Southeast | Total | Central | Southeast | Total | ||||||||||||||||||||||||||||||
| Lots owned | |||||||||||||||||||||||||||||||||||
| Finished lots | 3,631 | 802 | 4,433 | 3,932 | 790 | 4,722 | |||||||||||||||||||||||||||||
| Lots in communities under development | 24,685 | 1,794 | 26,479 | 22,524 | 1,670 | 24,194 | |||||||||||||||||||||||||||||
Land held for future development(1) | 3,808 | — | 3,808 | 3,800 | — | 3,800 | |||||||||||||||||||||||||||||
| Total lots owned | 32,124 | 2,596 | 34,720 | 30,256 | 2,460 | 32,716 | |||||||||||||||||||||||||||||
Lots controlled | |||||||||||||||||||||||||||||||||||
| Lots under third party option contracts | 653 | — | 653 | 806 | — | 806 | |||||||||||||||||||||||||||||
| Land under option for future acquisition and development | 2,083 | 189 | 2,272 | 1,091 | 349 | 1,440 | |||||||||||||||||||||||||||||
| Lots under option through unconsolidated development joint ventures | 2,614 | 266 | 2,880 | 2,614 | 255 | 2,869 | |||||||||||||||||||||||||||||
| Total lots controlled | 5,350 | 455 | 5,805 | 4,511 | 604 | 5,115 | |||||||||||||||||||||||||||||
Total lots owned and controlled (2) | 37,474 | 3,051 | 40,525 | 34,767 | 3,064 | 37,831 | |||||||||||||||||||||||||||||
| Percentage of lots owned | 85.7 | % | 85.1 | % | 85.7 | % | 87.0 | % | 80.3 | % | 86.5 | % | |||||||||||||||||||||||
(1) Land held for future development consist of raw land parcels where development activities have been postponed due to market conditions or other factors.
(2) Total lots excludes lots with homes under construction.
The following table presents additional information on the lots we owned as of March 31, 2025 and December 31, 2024.
| March 31, 2025 | December 31, 2024 | ||||||||||
Total lots owned(1) | 34,720 | 32,716 | |||||||||
| Land under option for future acquisition and development | 2,272 | 1,440 | |||||||||
| Lots under option through unconsolidated development joint ventures | 2,880 | 2,869 | |||||||||
| Total lots self-developed | 39,872 | 37,025 | |||||||||
Self-developed lots as a percentage of total lots owned and controlled(1) | 98.4 | % | 97.9 | % | |||||||
(1) Total lots owned includes finished lot purchases, which were less than 1.1% of total lots self-developed as of March 31, 2025.
Liquidity and Capital Resources Overview
As of March 31, 2025 and December 31, 2024, we had $103.0 million and $141.5 million of unrestricted cash and cash equivalents, respectively. Our historical cash management strategy includes redeploying net cash from the sale of home
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inventory to acquire and develop land and lots that represent opportunities to generate desired margins and returns, and using cash to make additional investments in business acquisitions, joint ventures, share repurchases or other strategic activities.
Our principal uses of capital for the three months ended March 31, 2025 were home construction, land purchases, land development, repayments of debt, operating expenses, share repurchases, and payment of routine liabilities. Historically, we have used funds generated by operations and available borrowings to meet our short-term working capital requirements. We remain focused on generating positive margins in our homebuilding operations and acquiring desirable land positions in order to maintain a strong balance sheet and remain poised for continued growth.
Cash flows for each of our communities depend on the community’s stage in the development cycle. Early stages of development or expansion require significant cash outlays for land acquisitions, entitlements and other approvals, roads, utilities, general landscaping and other amenities, and home construction. These costs are a component of our inventory and are not recognized in our statement of income until a home closes. In the later stages of community life cycle, cash inflows may significantly exceed earnings reported for financial statement purposes, as the cash outflows associated with home construction and land development previously occurred.
Our debt to total capitalization ratio, which is calculated as the sum of borrowings on lines of credit, the senior unsecured notes, and notes payable, net of debt issuance costs (“total debt”), divided by the total capitalization, which equals the sum of Green Brick Partners, Inc. stockholders’ equity and total debt, was approximately 14.5% as of March 31, 2025.
Additionally, as of March 31, 2025, our net debt to total capitalization ratio, which is a non-GAAP financial measure, remained low at 9.8%. It is our intent to prudently employ leverage to continue to invest in our land acquisition, development and homebuilding activities. We target a debt to total capitalization ratio of up to approximately 20%, which we expect will provide us with significant additional growth capital.
Key Sources of Liquidity
Our key sources of liquidity were funds generated by operations and provided by borrowings during the three months ended March 31, 2025.
Cash Flows
The following summarizes our primary sources and uses of cash during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024:
•Operating activities. Net cash provided by operating activities for the three months ended March 31, 2025 was $68.7 million, compared to $1.0 million during the three months ended March 31, 2024. The net cash inflows for the three months ended March 31, 2025 were primarily driven by cash generated from business operations of $93.2 million and a decrease in other assets of $13.3 million, offset primarily by a $48.5 million increase in inventory.
•Investing activities. Net cash used for investing activities for the three months ended March 31, 2025 was $12.0 million, compared to net cash provided by investing activities of $61.3 million for the three months ended March 31, 2024. The cash outflows for the three months ended March 31, 2025, were primarily used for investments in unconsolidated entities of $11.2 million.
•Financing activities. Net cash used by financing activities for the three months ended March 31, 2025 was $81.6 million, compared to $51.3 million during the three months ended March 31, 2024. The cash outflows were primarily related to repayments of senior unsecured notes of $25.0 million, net repayments of our lines of credit of $24.4 million and repurchases of common stock of $16.9 million.
Debt Instruments
Secured Revolving Credit Facility – As of March 31, 2025 and December 31, 2024, we had no amounts outstanding under our Secured Revolving Credit Facility. Borrowings under the Secured Revolving Credit Facility bear interest at a floating rate per annum equal to the rate announced by Bank of America, N.A. as its “Prime Rate” less 0.25%, subject to a minimum rate. As amended, this credit agreement matures on May 1, 2025 and carries a minimum interest rate of 3.15%.
Unsecured Revolving Credit Facility – As of March 31, 2025, we had no amounts outstanding under our Unsecured Revolving Credit Facility and $25.0 million outstanding as of December 31, 2024. On December 13, 2024, the Company entered into the Twelfth Amendment (the “Twelfth Amendment”) to this credit agreement which adopted a leverage-based pricing grid for a reduction in both interest rate and non-use fee and other administrative changes. The Twelfth Amendment
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removed one lender with a $25 million prior commitment and added $30 million in new commitments, thereby increasing total commitments to $330 million. The maturity of all commitments under the Unsecured Revolving Credit Facility were extended to December 14, 2027.
Senior Unsecured Notes - As of March 31, 2025, we had four series of senior unsecured notes outstanding that were each issued pursuant to a note purchase agreement. The aggregate amount of senior unsecured notes outstanding was $274.2 million as of March 31, 2025 compared to $299.1 million as of December 31, 2024, net of issuance costs.
•In August 2019, we issued $75.0 million of senior unsecured notes (the “2026 Notes”). Interest accrues at an annual rate of 4.0% and is payable quarterly. Principal on the 2026 Notes is required to be paid in increments of $12.5 million on each of August 8, 2024 and August 8, 2025 with a final principal payment of $50.0 million on August 8, 2026.
•In August 2020, we issued $37.5 million of senior unsecured notes (the “2027 Notes”). Interest accrues at an annual rate of 3.35% and is payable quarterly. Principal on the 2027 Notes is due on August 26, 2027.
•In February 2021, we issued $125.0 million of senior unsecured notes (the “2028 Notes”) of which $75.0 million is outstanding as of March 31, 2025. Interest accrues at an annual rate of 3.25% and is payable quarterly. Principal on the 2028 Notes is due in increments of $25.0 million annually on February 25 in each of 2026, 2027, and 2028.
•In December 2021, we issued $100.0 million of senior unsecured notes (the “2029 Notes”). Interest accrues at an annual rate of 3.25% and is payable quarterly. A required principal prepayment of $30.0 million is due on December 28, 2028. The remaining unpaid principal balance is due on December 28, 2029.
Optional prepayment is allowed with payment of a “make-whole” premium that fluctuates depending on market interest rates. Interest is payable quarterly in arrears.
Our debt instruments require us to maintain specific financial covenants, each of which we were in compliance with as of March 31, 2025. Specifically, under the most restrictive covenants, we are required to maintain the following:
•a minimum interest coverage (consolidated EBITDA to interest incurred) of no less than 2.0 to 1.0. As of March 31, 2025, our interest coverage on a last 12 months’ basis was 33.96 to 1.0;
•a Consolidated Tangible Net Worth of no less than approximately $1,049.5 million. As of March 31, 2025, our Consolidated Tangible Net Worth was $1,690.0 million; and
•a maximum debt to total capitalization rolling average ratio of no more than 40.0%. As of March 31, 2025, we had a rolling average ratio of 16.4%.
As of March 31, 2025, we believe that our cash on hand, capacity available under our lines of credit and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months and fund our operations. For additional information on our lines of credit, senior unsecured notes, and notes payable, refer to Note 5 to the condensed consolidated financial statements located in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Warehouse Facilities
GRBK Mortgage, a wholly owned subsidiary of the Company, is party to warehouse facilities to fund its origination of mortgage loans as follows (in thousands):
| Outstanding Balance As of | ||||||||||||||
| Maturity Date | Maximum Aggregate Commitment | March 31, 2025 | ||||||||||||
October 31, 2025 | $ | 40,000 | $ | — | ||||||||||
| December 18, 2025 | 40,000 | 570 | ||||||||||||
| $ | 80,000 | $ | 570 | |||||||||||
During the year ended December 31, 2024, GRBK Mortgage entered into two uncommitted warehouse facility agreements (the “Warehouse Facilities”) to finance its origination of mortgage loans. The Warehouse Facilities provide for an aggregate uncommitted amount of $80.0 million. The Warehouse Facilities are (i) secured by the underlying mortgage loans and bear interest at a variable rate based on SOFR plus a margin ranging from 1.75% to 2% and (ii) guaranteed by Green Brick. The facilities are subject to annual renewal and contain customary covenants and conditions regarding minimum net worth,
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leverage, profitability and liquidity. The Company was in compliance with the financial covenants under the Warehouse Facilities as of March 31, 2025.
Under the warehouse facilities, the banks purchase a participation interest in individual mortgage loans, with GRBK Mortgage providing the remainder of the principal of the mortgage, typically up to 2% depending on the loan product. The mortgage loans, with the servicing rights, are then sold, typically within 30 to 75 days, to a third party investor and the bank is repaid its participation interest plus interest and the remainder is remitted to GRBK Mortgage. If a third party investor has not purchased the mortgage loan within the anticipated timeframes then GRBK Mortgage is required to repurchase the mortgage loan for the full amount of the participation interest plus interest.
De minimis fees or other debt issuance costs were incurred during the three months ended March 31, 2025 associated with the Warehouse Facilities.
Preferred Equity
As of March 31, 2025 and December 31, 2024, was had 2,000,000 Depositary Shares issued and outstanding, each representing 1/1000 of a share of our 5.75% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”). We will pay cumulative cash dividends on our Series A Preferred Stock, when and as declared by the Board, at the rate of 5.75% of the $25,000 liquidation preference per share. Dividends payable quarterly in arrears. During the three months ended March 31, 2025 and 2024, we paid dividends of $0.7 million on our Series A Preferred Stock. On April 24, 2025, the Board declared a quarterly cash dividend of $0.359 per depositary share on our Series A Preferred Stock. The dividend is payable on June 13, 2025 to stockholders of record as of June 1, 2025.
Registration Statements
In September 2023, we filed with the SEC an automatic shelf registration statement on Form S-3 which enables us to issue shares of common stock, preferred stock or debt securities either separately or represented by warrants, or depositary shares as well as units that include any of these securities. Under the rules governing shelf registration statements, we will file a prospectus supplement and advise the SEC of the amount and type of securities each time we issue securities under this registration statement. We have not issued any securities under this registration statement through the date of this filing.
Reconciliation of a Non-GAAP Financial Measure
In this Quarterly Report on Form 10-Q, we utilize a financial measure of net debt to total capitalization ratio that is a non-GAAP financial measure as defined by the SEC. Net debt to total capitalization is calculated as total debt less cash and cash equivalents, divided by the sum of total Green Brick Partners, Inc. stockholders’ equity and total debt less cash and cash equivalents. We present this measure because we believe it is useful to management and investors in evaluating the Company’s financing structure. We also believe this measure facilitates the comparison of our financing structure with other companies in our industry. Because this measure is not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), it may not be comparable to other similarly titled measures of other companies and should not be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP.
The closest GAAP financial measure to the net debt to total capitalization ratio is the debt to total capitalization ratio. The following table represents a reconciliation of the net debt to total capitalization ratio as of March 31, 2025 (dollars in thousands):
| Gross | Cash and cash equivalents | Net | |||||||||||||||
| Total debt, net of debt issuance costs | $ | 287,479 | $ | (103,003) | $ | 184,476 | |||||||||||
| Total Green Brick Partners, Inc. stockholders’ equity | 1,690,912 | — | 1,690,912 | ||||||||||||||
| Total capitalization | $ | 1,978,391 | $ | (103,003) | $ | 1,875,388 | |||||||||||
| Debt to total capitalization ratio | 14.5 | % | |||||||||||||||
| Net debt to total capitalization ratio | 9.8 | % | |||||||||||||||
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Off-Balance Sheet Arrangements and Contractual Obligations
Land and Lot Option Contracts
In the ordinary course of business, we enter into land purchase contracts in order to procure lots for the construction of our homes in the future. We are subject to customary obligations associated with such contracts. These purchase contracts typically require an earnest money deposit, and the purchase of properties under these contracts is generally contingent upon satisfaction of certain requirements, including obtaining applicable property and development entitlements.
To a much lesser extent due to limited availability in our market of true lot developers, we also utilize option contracts with lot sellers as a method of acquiring lots in staged takedowns, which are the schedules that dictate when lots must be purchased to help manage the financial and market risk associated with land holdings, and to reduce the use of funds from our corporate financing sources. Lot option contracts generally require us to pay a non-refundable deposit for the right to acquire lots over a specified period of time at pre-determined prices that typically include escalations in lot prices over time.
Our utilization of lot option contracts is dependent on, among other things, the availability of land sellers willing to enter into these arrangements, the availability of capital to finance the development of optioned lots, general housing market conditions and local market dynamics. Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions.
We generally have the right, at our discretion, to terminate our obligations under both purchase contracts and option contracts by forfeiting the earnest money deposit with no further financial responsibility to the seller.
As of March 31, 2025, we had earnest money deposits of $12.9 million at risk associated with contracts to purchase 3,665 lots past feasibility studies with an aggregate purchase price of approximately $171.0 million.
Seasonality
The homebuilding industry experiences seasonal fluctuations in quarterly operating results and capital requirements. We typically experience the highest new home order activity in spring and summer, although this activity is highly dependent on the number of active selling communities, timing of new community openings, interest rates and other market factors. Since it typically takes four to seven months to construct a new home, we normally deliver more homes in the second half of the year as spring and summer home orders are delivered. Because of this seasonality, home starts, construction costs and related cash outflows have historically been highest in the second and third quarters, and the majority of cash receipts from home deliveries occur typically during the second half of the year.
Critical Accounting Policies
Our critical accounting policies are described in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2024.
Recent Accounting Pronouncements
See Note 1 in the Notes to the Condensed Consolidated Financial Statement included in Part I, Item 1 of this Quarterly Report on Form 10-Q for recent accounting pronouncements.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer ( “CEO”) and principal financial officer (“CFO”), we conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2025 in providing reasonable assurance that information required to be disclosed in the reports we file, furnish, submit or otherwise provide to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed in reports filed by us under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, in such a manner as to allow timely decisions regarding the required disclosures.
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Changes in Internal Control over Financial Reporting
During the three months ended March 31, 2025, there were no changes in our internal controls that have materially affected or are reasonably likely to have a material effect on our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
Since December 31, 2024, there have been no material changes to the Company's Risk Factors, except as noted below:
Adverse changes in general economic conditions, including impacts from the tariffs that have been or may be enacted, may adversely affect the cost of, and demand for, our homes.
The residential homebuilding industry is highly sensitive to changes in local and general economic conditions and adverse changes in general economic conditions, including impacts from the tariffs that have been or may be enacted, may adversely affect the cost of, and demand for, our homes. In the first quarter of 2025, the United States imposed tariffs on specific goods imported from certain trading partners and suggested the potential for additional widespread tariffs in the near term. Subsequently, on April 2, 2025, the President implemented additional tariffs on 180 countries and territories, which currently range from 10% to 145%, with limited exceptions. Although many of these tariffs were subsequently paused in part for 90 days, it is uncertain whether and to what extent they may become effective following this period. We currently obtain much of our building products, finishes and appliances from U.S. vendors, however we cannot currently quantify the extent to which these products incorporate parts acquired from countries that are, or may in the future, be subject to tariffs. Furthermore, while Canadian lumber is currently exempt from these tariffs, the U.S. Department of Commerce has indicated that it will more than double duties imposed on Canadian softwood lumber imports by September 2025, which may increase the cost of lumber available in the U.S. To the extent that the cost of building products, finishes and appliances increases, our cost to produce a home would increase and we may not be able to increase the prices of our homes to fully offset these increased expenses which could adversely impact our margins. More broadly, various countries have implemented, or threatened to implement, countervailing trade restrictions and tariffs. In the first four months of the year, these collective actions have introduced volatility in the markets and adversely affected consumer confidence and, if they continue, may adversely affect general economic conditions, by increasing inflation, decreasing consumer spending or increasing unemployment. Any material decline in the general economic conditions could have a material adverse effect on our business and results of operations.
Demand for our homes is dependent on the cost and availability of mortgage financing.
Our business depends on the ability of our homebuyers to obtain financing for the purchase of their homes. Increased interest rates, decreased availability of mortgage financing or of certain mortgage programs, higher down payment requirements or increased monthly mortgage costs may lead to reduced demand for our homes. The federal government has a significant role in supporting mortgage lending through its conservatorship of Federal National Mortgage Association (“Fannie Mae”) and Federal Home Loan Mortgage Corporation (“Freddie Mac”), both of which purchase home mortgages and mortgage-backed securities originated by mortgage lenders, and its insurance of mortgages originated by lenders through the Federal Housing Administration (the “FHA”) and the Veterans Administration (“VA”). The availability and affordability of mortgage loans, including consumer interest rates for such loans, could be adversely affected by a curtailment or cessation of the federal government’s mortgage-related programs or policies. To align with recent executive actions by the current administration, the U.S. Department of Housing and Urban Development (“HUD”) recently updated the residency requirements applicable to FHA or VA insured mortgages and now only permanent U.S. residents are eligible for these mortgages. More stringent residency requirements, including any similar changes to Fannie-Mae- or Freddie-Mac-backed mortgage financing eligibility requirements, could adversely impact the ability of some of our homebuyers, which include many homebuyers who are working in the U.S. market on H-1B visas or are otherwise non-permanent legal residents, to qualify for government-insured loan programs. The FHA may continue to impose stricter loan qualification standards, raise minimum down payment requirements, impose higher mortgage insurance premiums and other costs and/or limit the number of mortgages it insures which could further impact the availability of these mortgages. Due to growing federal budget deficits, the U.S. Treasury may not be able to continue supporting the mortgage-related activities of Fannie Mae, Freddie Mac, the FHA and the VA at present levels, or it may significantly revise the federal government’s participation in and support of the residential mortgage market. Because the availability of Fannie Mae, Freddie Mac, FHA- and VA-backed mortgage financing is an important factor in marketing and selling many of our homes, any limitations, restrictions or changes in the availability of such government-backed financing could reduce our home sales, which could have a material adverse effect on our business and results of operations.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of equity securities by the issuer
The following table provides information about repurchases of our common stock during the three months ended March 31, 2025:
| Period | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | Approximate dollar value of shares that may yet be purchased under the plans or programs (1) | ||||||||||||||||||||||
| January 1 - January 31, 2025 | — | $ | — | — | $ | 100,000,000 | ||||||||||||||||||||
| February 1 - February 28, 2025 | — | — | — | 100,000,000 | ||||||||||||||||||||||
| March 1 - March 31, 2025 | 282,821 | 59.23 | 282,821 | 83,257,000 | ||||||||||||||||||||||
| Total | 282,821 | — | 282,821 | |||||||||||||||||||||||
(1) On February 17, 2025, the Board approved and authorized a new $100 million stock repurchase program (the “2025 Repurchase Plan”), replacing the prior plan authorized on April 27, 2023, which had a remaining authorization of $55.9 million. This new plan authorizes the Company to purchase, from time to time, up to $100 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. Shares repurchased will be retired. The 2025 Repurchase Plan has no time deadline and will continue until otherwise modified or terminated by the Board. During the three months ended March 31, 2025, the Company completed open market repurchases under the 2025 Share Repurchase Plan of 282,821 shares for approximately $16.7 million, excluding excise tax.
ITEM 5. OTHER INFORMATION
Insider trading arrangements and policies
During the three months ended March 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Long-term Incentive Plan
On March 1, 2025, the Company adopted a long-term incentive plan (“LTIP”) in order to provide additional alignment between the Company’s Executive Officers and its stockholders. The LTIP provides that certain executive officers receive Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”) based on the Company’s (i) TSR performance and (ii) Return on Assets over the three-year period commencing on January 1, 2025 and ending on December 31, 2027 unless earlier terminated due to a Change in Control (as defined in the LTIP). The Compensation committee granted each of James R. Brickman, the Company’s Chief Executive Officer, Jed Dolson, the Company’s Chief Operating Officer, Neal Suit, the Company’s General Counsel and Chief Risk and Compliance Officer, and Bobby Samuel, the Company’s Executive Vice President of Land, an LTIP award, in each case, under the Company’s 2024 Omnibus Incentive Plan (as amended, the “Plan”) and, in connection therewith, entered into an RSU/PSU Award Agreement (each an “Agreement” and collectively, the “Agreements”), which Agreements establish the terms and conditions of those awards, including the performance period and the applicable performance measures to be used in determining whether and to what extent, if any, the award is earned and amounts payable thereunder, if any.
Annual Incentive Plan
On February 12, 2025, the Company amended the Annual Incentive Plan (“AIP”) in order to remove EPS Performance as a performance metric. All other material terms of the AIP remained unchanged.
CFO Compensation
As previously disclosed, effective March 17, 2025, Jeffery Cox was appointed to serve as the Company’s Interim Chief Financial Officer and Principal Accounting Officer. In connection with his appointment to Interim Chief Financial
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Officer and Principal Accounting Officer, the Compensation Committee has agreed to increase Mr. Cox’s base salary to $500,000. Mr. Cox is eligible to participate in the AIP with a target opportunity of 50% of his base salary based on the achievement of strategic objectives, 25% based on the Company’s relative performance and 25% on the Company’s TSR performance. Additionally, the Company will grant Mr. Cox a LTIP award equal to 100% of his base salary.
ITEM 6. EXHIBITS
| Number | Description | |||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1* | ||||||||
| 32.2* | ||||||||
| 101.INS** | XBRL Instance Document. The Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH** | XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB** | XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104** | Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101). | |||||||
* Filed with this Form 10-Q.
** Submitted electronically herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GREEN BRICK PARTNERS, INC. | |||||
| /s/ James R. Brickman | |||||
| By: James R. Brickman | |||||
| Its: Chief Executive Officer | |||||
| /s/ Jeffery D. Cox | |||||
| By: Jeffery D. Cox | |||||
| Its: Interim Chief Financial Officer | |||||
Date: April 30, 2025
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