UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2024
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: 001-41917
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(770 ) 213-8067
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||||||
☒ | Smaller reporting company | |||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ☒
As of November 5, 2024, the number of shares of the registrant’s Class A common stock outstanding was approximately 8,846,154 , and the number of shares of the registrant’s Class B common stock outstanding was approximately 42,435,897 .
TABLE OF CONTENTS
| Page | ||||||||
Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 (unaudited) | ||||||||
Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited) | ||||||||
Condensed Consolidated Statements of Stockholders’/Members’ Equity for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited) | ||||||||
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (unaudited) | ||||||||
1
BASIS OF PRESENTATION
Certain Definitions
As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, references to:
•“Average sales price” or “ASP” refers to the average sales price of either our homes closed, our new home orders, or our backlog homes (at period end).
•“Basis Adjustments” refers to an allocable share (and increases thereto) of existing tax basis, in Smith Douglas Holdings LLC’s assets and tax basis adjustments with respect to such assets resulting from (a) Smith Douglas Homes Corp.’s purchase of LLC Interests from Smith Douglas Holdings LLC and each Continuing Equity Owner in connection with the Transactions, (b) any future redemptions or exchanges of LLC Interests from the Continuing Equity Owners, (c) certain distributions (or deemed distributions) by Smith Douglas Holdings LLC, and (d) payments made under the Tax Receivable Agreement.
•“Construction cycle time” refers, unless stated otherwise, to the number of business days between the start of the construction of foundations in a home and quality acceptance.
•“Continuing Equity Owners” refers collectively to the owners of LLC Interests in Smith Douglas Holdings LLC prior to the consummation of the Transactions, who are also holders of LLC Interests and our Class B common stock following consummation of the Transactions, including the Founder Fund and GSB Holdings, who may exchange at each of their respective options, in whole or in part from time to time, their LLC Interests, as applicable, for, at our election (determined solely by our independent directors (within the meaning of the Exchange rules) who are disinterested), cash or newly-issued shares of our Class A common stock as described under Part III, Item 13. Certain Relationships and Related Transactions and Director Independence—Smith Douglas LLC Agreement of our Annual Report on Form 10-K for the year ended December 31, 2023 (our “Annual Report”). In connection with an exchange of LLC Interests, a corresponding number of shares of Class B common stock shall be immediately and automatically transferred to Smith Douglas Homes Corp. for no consideration and canceled.
•“Controlled lots” refers to lots that are either owned or held under an option to be acquired for the relevant time frame set forth in the option contracts.
•“Devon Street Homes” refers to Devon Street Homes, L.P.
•“Devon Street Homes Acquisition” refers to the transaction consummated on July 31, 2023, pursuant to which we acquired substantially all of the assets of Devon Street Homes pursuant to an asset purchase agreement (the “APA”). The purchase price equaled the net assets of Devon Street Homes on a cash-free, debt-free basis, plus an agreed upon premium which is comprised primarily of real estate inventory, subject to purchase price adjustments. We funded the purchase price of $83.9 million, primarily from cash on hand, $72.0 million of draws on our Prior Credit Facility, a three-year promissory note in the principal amount of $5.0 million payable to the seller, and approximately $3.0 million contingent consideration to the seller. The contingent consideration will be paid to the seller upon the achievement of certain gross margin targets. Our unaudited financial statements as of September 30, 2024, include the results of operations of Devon Street Homes and may not be directly comparable to the prior period.
•“Exchange” refers to the New York Stock Exchange.
•“Founder Fund” refers to The Bradbury Family Trust II A U/A/D December 29, 2015, for which our founder and Executive Chairman, Tom Bradbury, is co-trustee.
•“GSB Holdings” refers to GSB Holdings LLC, for which our Chief Executive Officer, President, and Vice Chairman, Greg Bennett, is the sole member and manager.
•“IPO” refers to our initial public offering, which we completed on January 16, 2024, and through which we offered 8,846,154 shares of our Class A common stock at a price to the public of $21.00 per share, which includes the exercise in full by the underwriters of their option to purchase an additional 1,153,846 shares of our Class A
2
common stock. The gross proceeds to us from the IPO were $185.8 million, before deducting underwriting discounts.
•“LLC Interests” refers to the membership units of Smith Douglas Holdings LLC, including those that we purchase with the net proceeds from the IPO.
•“Refinancing” refers to (i) concurrently with the consummation of our IPO, the entry by Smith Douglas Holdings LLC and certain of our wholly-owned subsidiaries into an amended and restated revolving credit facility (the “Amended Credit Facility”) which replaced the $175.0 million unsecured revolving credit facility with Wells Fargo Bank, National Association, as administrative agent for the lenders party thereto (the “Lenders”), and the Lenders, dated as of October 28, 2021, as amended to date (the “Prior Credit Facility,” as amended and restated, the “Amended Credit Facility”), and (ii) the repayment, using a portion of the net proceeds from the IPO, of the $84.0 million outstanding under our Prior Credit Facility (the “Debt Repayment”).
•“Section 704(c) Allocations” refers to disproportionate allocations (if any) of income and gain from inventory property held by Smith Douglas Holdings LLC as of the date of the IPO under Section 704(c) of the Internal Revenue Code of 1986, as amended (the “Code”), resulting from our acquisition of LLC Interests from Smith Douglas Holdings LLC including in connection with the Transactions.
•“Sunset Date” refers to the date upon which the aggregate number of shares of Class B common stock then outstanding is less than 10% of the aggregate number of shares of Class A common stock and Class B common stock then outstanding.
•“Smith Douglas LLC Agreement” refers, as applicable, to Smith Douglas Holdings LLC’s amended and restated limited liability company agreement, as in effect prior to the IPO, or to the amended and restated limited liability company agreement dated as of January 10, 2024, and as such agreement may thereafter be amended and/or restated.
•“Tax Receivable Agreement” refers to the Tax Receivable Agreement entered into by and among Smith Douglas Homes Corp., Smith Douglas Holdings LLC and the Continuing Equity Owners in connection with the IPO, pursuant to which, among other things, Smith Douglas Homes Corp. is required to pay to each Continuing Equity Owner 85% of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of the tax benefits provided by Basis Adjustments, Section 704(c) Allocations, and certain other tax benefits (such as interest deductions) covered by the Tax Receivable Agreement as described in Part III, Item 13. Certain Relationships and Related Transactions, and Director Independence—Tax Receivable Agreement of our Annual Report.
•“Transactions” refers to the organizational transactions described in Basis of Presentation—The Transactions below and the IPO, and the application of the net proceeds therefrom.
•“We,” “us,” “our,” the “Company,” “Smith Douglas,” and similar references refer: (i) following the consummation of the Transactions, including the IPO, to Smith Douglas Homes Corp., and, unless otherwise stated, all of its direct and indirect subsidiaries, including Smith Douglas Holdings LLC, and (ii) prior to the completion of the Transactions, including the IPO, to Smith Douglas Holdings LLC.
The Transactions
Smith Douglas Homes Corp., a Delaware corporation, was formed on June 20, 2023. Smith Douglas Homes Corp. is a holding company and the sole managing member of Smith Douglas Holdings LLC, and its principal asset consists of LLC Interests. Prior to our IPO and the Transactions, all of our business operations were conducted through Smith Douglas Holdings LLC, and the Continuing Equity Owners were the only members of Smith Douglas Holdings LLC. In connection with the consummation of the IPO, we undertook certain organizational transactions, described further below, to reorganize our corporate structure:
•we amended the Smith Douglas LLC Agreement to, among other things, (i) recapitalize all existing ownership interests in Smith Douglas Holdings LLC into 44,871,794 LLC Interests (before giving effect to the use of proceeds from the IPO, as described below), (ii) appoint Smith Douglas Homes Corp. as the sole managing member of Smith Douglas Holdings LLC upon its acquisition of LLC Interests in connection with the IPO, and (iii) provide certain redemption rights to the Continuing Equity Owners;
3
•we amended and restated Smith Douglas Homes Corp.’s certificate of incorporation to, among other things, provide (i) for Class A common stock, with each share of our Class A common stock entitling its holder to one vote per share on all matters presented to our stockholders generally; (ii) for Class B common stock, with each share of our Class B common stock entitling its holder to ten votes per share on all matters presented to our stockholders generally prior to the Sunset Date and from and after the occurrence of the Sunset Date each share of our Class B common stock will entitle its holder to one vote per share on all matters presented to our stockholders generally; (iii) that shares of our Class B common stock may only be held by the Continuing Equity Owners and their respective permitted transferees; and (iv) for preferred stock, which can be issued by our board of directors in one or more series without stockholder approval;
•we issued 42,435,897 shares of our Class B common stock (after giving effect to the use of net proceeds from our IPO as described below and taking into account the exercise in full of the underwriters’ option to purchase an additional 1,153,846 shares of our Class A common stock in the IPO) to the Continuing Equity Owners at the time of such issuance of Class B common stock, which is equal to the number of LLC Interests held by such Continuing Equity Owners, for nominal consideration;
•we issued 8,846,154 shares of our Class A common stock to the purchasers in the IPO in exchange for gross proceeds of approximately $185.8 million based upon the IPO price of $21.00 per share, before deducting the underwriting discount;
•we used the net proceeds from the IPO (i) to purchase 6,410,257 newly issued LLC Interests for approximately $125.2 million directly from Smith Douglas Holdings LLC at the IPO price less the underwriting discount; and (ii) to purchase 2,435,897 LLC Interests from the Continuing Equity Owners on a pro rata basis for $47.6 million at a price per unit equal to the initial public offering price per share of Class A common stock less the underwriting discount;
•Smith Douglas Holdings LLC used the net proceeds from the sale of LLC Interests to Smith Douglas Homes Corp. (i) to repay approximately $84.0 million of borrowings outstanding under the Prior Credit Facility as part of the Refinancing, (ii) to redeem all outstanding Class C Units and Class D Units of Smith Douglas Holdings LLC at par in aggregate for $2.6 million, (iii) to repay $0.9 million in notes payable to certain related parties, and (iv) for general corporate purposes as described under Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources of this Quarterly Report on Form 10-Q, and Part III, Item 13. Certain Relationships and Related Transactions, and Director Independence of our Annual Report;
•Smith Douglas Homes Corp. entered into (i) the Registration Rights Agreement with certain of the Continuing Equity Owners and (ii) the Tax Receivable Agreement with Smith Douglas Holdings LLC and the Continuing Equity Owners. For a description of the terms of the Registration Rights Agreement and the Tax Receivable Agreement, see Part III, Item 13. Certain Relationships and Related Transactions, and Director Independence of our Annual Report.
Following the Transactions:
•Smith Douglas Homes Corp. is a holding company, and its principal asset consists of LLC Interests it acquired directly from Smith Douglas Holdings LLC and from each Continuing Equity Owner;
•Smith Douglas Homes Corp. is the sole managing member of Smith Douglas Holdings LLC and controls the business and affairs of Smith Douglas Holdings LLC;
•Smith Douglas Homes Corp. owns, directly or indirectly, 8,846,154 LLC Interests, representing approximately 17.3% of the economic interest in Smith Douglas Holdings LLC;
•the Continuing Equity Owners own (i) 42,435,897 LLC Interests, representing approximately 82.7% of the economic interest in Smith Douglas Holdings LLC and (ii) 42,435,897 shares of Class B common stock of Smith Douglas Homes Corp.;
•the purchasers in the IPO own (i) 8,846,154 shares of Class A common stock of Smith Douglas Homes Corp., representing approximately 2.0% of the combined voting power of all of Smith Douglas Homes Corp.’s common
4
stock and approximately 100% of the economic interest in Smith Douglas Homes Corp., and (ii) through Smith Douglas Homes Corp.’s ownership of LLC Interests, indirectly hold approximately 17.3% of the economic interest in Smith Douglas Holdings LLC; and
•our Class A common stock and Class B common stock have what is commonly referred to as a “high/low vote structure,” which means that shares of our Class B common stock initially have ten votes per share and our Class A common stock have one vote per share. Upon the occurrence of the Sunset Date, each share of Class B common stock will then be entitled to one vote per share. This high/low vote structure enables the Continuing Equity Owners to control the outcome of matters submitted to our stockholders for approval, including the election of our directors, as well as the overall management and direction of our company. Furthermore, the Continuing Equity Owners exert a significant degree of influence, or actual control, over matters requiring stockholder approval. We believe that maintaining this control by the Continuing Equity Owners will help enable them to successfully guide the implementation of our growth strategies and strategic vision.
Our corporate structure following the IPO is commonly referred to as an umbrella partnership-C corporation (“Up-C”) structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering of their business. The Up-C structure allows the Continuing Equity Owners to retain their equity ownership in Smith Douglas Holdings LLC and to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “flow-through” entity, for U.S. federal income tax purposes. Investors in and after our IPO, by contrast, hold their equity ownership in Smith Douglas Homes Corp., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A common stock. One of the tax benefits to the Continuing Equity Owners associated with this structure is that future taxable income of Smith Douglas Holdings LLC that is allocated to the Continuing Equity Owners will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the entity level. Additionally, because the Continuing Equity Owners may have their LLC Interests redeemed by Smith Douglas Holdings LLC (or at our option, directly exchanged by Smith Douglas Homes Corp.) for newly issued shares of our Class A common stock on a one-for-one basis (subject to customary adjustments, including for stock splits, stock dividends, and reclassifications) or, at our option, for cash, the Up-C structure also provides the Continuing Equity Owners with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. In connection with any such redemption or exchange of LLC Interests, a corresponding number of shares of Class B common stock held by the relevant Continuing Equity Owner will automatically be transferred to Smith Douglas Homes Corp. for no consideration and be canceled. The Continuing Equity Owners and Smith Douglas Homes Corp. also each expect to benefit from the Up-C structure as a result of certain cash tax savings arising from redemptions or exchanges of the Continuing Equity Owner’s LLC Interests for Class A common stock or cash, and certain other tax benefits covered by the Tax Receivable Agreement discussed under Part III, Item 13. Certain Relationships and Related Transactions, and Director Independence—Tax Receivable Agreement. See Part I, Item 1A. Risk Factors—Risks Related to our Organizational Structure of our Annual Report. In general, the Continuing Equity Owners expect to receive payments under the Tax Receivable Agreement of 85% of the amount of certain tax benefits, as described below, and Smith Douglas Homes Corp. expects to benefit in the form of cash tax savings in amounts equal to 15% of certain tax benefits, as described below. Any payments made by us to the Continuing Equity Owners under the Tax Receivable Agreement will reduce cash otherwise arising from such tax savings. We expect such payments will be substantial.
As described under Part III, Item 13. Certain Relationships and Related Transactions, and Director Independence—Tax Receivable Agreement of our Annual Report, prior to the completion of the IPO, we entered into the Tax Receivable Agreement with Smith Douglas Holdings LLC and the Continuing Equity Owners that provides for the payment by Smith Douglas Homes Corp. to the Continuing Equity Owners of 85% of the amount of tax benefits, if any, that Smith Douglas Homes Corp. actually realizes (or in some circumstances is deemed to realize) as a result of (i) Basis Adjustments, (ii) Section 704(c) Allocations, and (iii) certain tax benefits (such as interest deductions) arising from payments made under the Tax Receivable Agreement.
Presentation of Financial Information
Smith Douglas Holdings LLC is the accounting predecessor of Smith Douglas Homes Corp. for financial reporting purposes. As a result, the unaudited condensed consolidated financial statements of the combined entity represent a continuation of the financial position and results of operations of Smith Douglas Holdings LLC.
Certain monetary amounts, percentages, and other figures included in this Quarterly Report on Form 10-Q have been subject to rounding adjustments. Percentage amounts included in this Quarterly Report on Form 10-Q have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this
5
reason, percentage amounts in this Quarterly Report on Form 10-Q may vary from those obtained by performing the same calculations using the figures in our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Certain other amounts that appear in this Quarterly Report on Form 10-Q may not sum due to rounding.
Key Terms and Performance Indicators used in this Quarterly Report on Form 10-Q; Non-GAAP Financial Measures
Throughout this Quarterly Report on Form 10-Q, we use a number of key terms and provide a number of key performance indicators and non-GAAP financial measures used by management. Please see Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics and Non-GAAP Financial Measures for definitions and further information about why and how we calculate key performance indicators and non-GAAP financial measures, including a reconciliation of the following:
•adjusted home closing gross profit, defined as home closing revenue less cost of home closings, excluding capitalized interest charged to cost of home closings, impairment charges and adjustments resulting from the application of purchase accounting included in cost of sales, if applicable;
•adjusted home closing gross margin, defined as adjusted home closing gross profit as a percentage of home closing revenue;
•adjusted net income, defined as net income adjusted for the tax impact using a 24.5% federal and state blended tax rate (assuming 100% public ownership to adjust for the impact of taxes on earnings attributable to Smith Douglas Holdings LLC as if Smith Douglas Holdings LLC was a subchapter C corporation in the periods presented);
•EBITDA, defined as net income before (i) interest income, (ii) capitalized interest charged to cost of home closings, (iii) interest expense, (iv) income tax expense, and (v) depreciation;
•EBITDA margin, defined as EBITDA as a percentage of home closing revenue;
•adjusted EBITDA, defined as net income before (i) interest income, (ii) capitalized interest charged to cost of home closings, (iii) interest expense, (iv) income tax expense, (v) depreciation, (vi) adjustments resulting from the application of purchase accounting included in cost of sales, and (vii) adjustments resulting from the application of purchase accounting included in other (income) expense, net;
•adjusted EBITDA margin, defined as adjusted EBITDA as a percentage of home closing revenue; and
•net debt-to-net book capitalization, defined as (i) total debt, less cash and cash equivalents, divided by (ii) total debt, less cash and cash equivalents, plus stockholders’ equity.
We use non-GAAP financial measures, such as adjusted home closing gross profit, adjusted home closing gross margin, adjusted net income, EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, and net debt-to-net book capitalization, to supplement financial information presented in accordance with generally accepted accounting principles in the U.S. (“GAAP”). We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance from period to period and better project our future consolidated financial performance, as applicable, as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results and make more meaningful period to period comparisons. There are limitations to the use of the non-GAAP financial measures presented in this Quarterly Report on Form 10-Q. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes. See Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics and Non-GAAP Financial Measures.
6
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward‑looking statements. We intend such forward‑looking statements to be covered by the safe harbor provisions for forward‑looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q may be forward‑looking statements. Statements regarding our future results of operations and financial position, business strategy, and plans and objectives of management for future operations, including, among others, statements regarding the Transactions, expected growth, future capital expenditures, and debt service obligations are forward-looking statements. In some cases, you can identify forward‑looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions.
The forward‑looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward‑looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward‑looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward‑looking statements. We believe that these factors include:
•our inability to successfully identify, secure, and control an adequate inventory of lots at reasonable prices;
•the tightening of mortgage lending standards and mortgage financing requirements;
•the housing market may not continue to grow at the same rate, or may decline;
•the availability, skill, and performance of trade partners;
•a shortage or increase in the costs of building materials could delay or increase the cost of home construction;
•efforts to impose joint employer liability on us for labor, safety, or worker’s compensation law violations committed by our trade partners;
•volatility in the credit and capital markets may impact our cost of capital and our ability to access necessary financing and the difficulty in obtaining sufficient capital could prevent us from acquiring lots for our development or increase costs and delays in the completion of our homebuilding expenditures;
•an active, liquid trading market for our Class A common stock may not continue, which may make it difficult for you to sell your shares of Class A common stock;
•we cannot predict the effect our dual class structure may have on the market price of our Class A common stock;
•the Tax Receivable Agreement requires us to make cash payments to the Continuing Equity Owners in respect of certain tax benefits to which we may become entitled, and we expect that such payments will be substantial;
•our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the Continuing Equity Owners that will not benefit holders of our Class A common stock to the same extent that it will benefit the Continuing Equity Owners;
•the significant influence the Continuing Equity Owners have over us, including control over decisions that require the approval of stockholders; and
•the factors set forth under Part I, Item 1A. Risk Factors of our Annual Report.
Because forward‑looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward‑looking statements as predictions of future events. The events and circumstances reflected in our forward‑looking statements may not be achieved or occur and actual results could differ
7
materially from those projected in the forward‑looking statements. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward‑looking statements by these cautionary statements.
These forward‑looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by applicable law, we do not plan to publicly update or revise any forward‑looking statements contained in this Quarterly Report on Form 10-Q, whether as a result of any new information, future events or otherwise.
8
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
SMITH DOUGLAS HOMES CORP.
Condensed Consolidated Balance Sheets
(Unaudited, in thousands except share and per share amounts)
| September 30, 2024 | December 31, 2023 | |||||||||||||
| Assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Real estate inventory | ||||||||||||||
| Deposits on real estate under option or contract | ||||||||||||||
| Real estate not owned | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Goodwill | ||||||||||||||
| Deferred tax asset, net | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and Stockholders’/Members’ Equity | ||||||||||||||
| Liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Customer deposits | ||||||||||||||
| Notes payable | ||||||||||||||
| Liabilities related to real estate not owned | ||||||||||||||
| Accrued expenses and other liabilities | ||||||||||||||
| Tax receivable agreement liability | ||||||||||||||
| Total liabilities | ||||||||||||||
| Commitments and contingencies (Note 9) | ||||||||||||||
| Members’ equity: | ||||||||||||||
| Class A units | — | |||||||||||||
| Class C units | — | |||||||||||||
| Class D units | — | |||||||||||||
| Total members’ equity | — | |||||||||||||
| Stockholders’ equity: | ||||||||||||||
Preferred stock, $ | — | |||||||||||||
Class A common stock, $ | — | |||||||||||||
Class B common stock, $ | — | |||||||||||||
| Additional paid-in capital | — | |||||||||||||
| Retained earnings | — | |||||||||||||
| Total stockholders’ equity attributable to Smith Douglas Homes Corp. | — | |||||||||||||
| Non-controlling interests attributable to Smith Douglas Holdings LLC | — | |||||||||||||
| Total stockholders’/members’ equity | ||||||||||||||
| Total liabilities and stockholders’/members’ equity | $ | $ | ||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
9
SMITH DOUGLAS HOMES CORP.
Condensed Consolidated Statements of Income
(Unaudited, in thousands except share and per share amounts)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Home closing revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of home closings | ||||||||||||||||||||||||||
| Home closing gross profit | ||||||||||||||||||||||||||
| Selling, general and administrative costs | ||||||||||||||||||||||||||
| Equity in income from unconsolidated entities | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Other (income) expense, net | ( | ( | ( | |||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||
| Provision for income taxes | ||||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
| Net income attributable to non-controlling interests and LLC members prior to IPO | ||||||||||||||||||||||||||
| Net income attributable to Smith Douglas Homes Corp. | $ | $ | ||||||||||||||||||||||||
| Three months ended September 30, 2024 | Period from January 11, 2024 to September 30, 2024 | |||||||||||||
| Earnings per share: | ||||||||||||||
| Basic | $ | $ | ||||||||||||
| Diluted | $ | $ | ||||||||||||
| Weighted average shares of common stock outstanding: | ||||||||||||||
| Basic | ||||||||||||||
| Diluted | ||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
10
SMITH DOUGLAS HOMES CORP.
Condensed Consolidated Statements of Stockholders’/Members’ Equity
(Unaudited and in thousands, except unit and share amounts)
| Smith Douglas Holdings LLC Members’ Equity (prior to Reorganization Transactions) Note 1 | Smith Douglas Homes Corp. Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Units | Class C Units | Class D Units | Class A Common Stock | Class B Common Stock | Non- Controlling Interests | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Units | Amount | Units | Amount | Units | Amount | Shares | Amount | Shares | Amount | Additional Paid-in Capital | Retained Earnings | Stockholders’ Equity | Amounts | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance June 30, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax distributions | — | — | — | — | — | — | — | — | — | — | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance December 31, 2023 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss prior to Reorganization Transactions and IPO | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reorganization Transactions | ( | ( | — | — | — | — | — | $ | — | $ | $ | — | $ | — | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| IPO and Related Transactions | — | — | ( | ( | ( | ( | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Increase in deferred tax asset from IPO and Related Transactions | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax distributions | — | — | — | — | — | — | — | — | — | — | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income subsequent to Reorganization Transactions and IPO | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
11
SMITH DOUGLAS HOMES CORP.
Condensed Consolidated Statements of Stockholders’/Members’ Equity - Continued
(Unaudited and in thousands, except unit and share amounts)
| Smith Douglas Holdings LLC Members’ Equity (prior to Reorganization Transactions) Note 1 | ||||||||||||||||||||||||||||||||||||||||||||
| Class A Units | Class C Units | Class D Units | ||||||||||||||||||||||||||||||||||||||||||
| Units | Amount | Units | Amount | Units | Amount | Total Equity | ||||||||||||||||||||||||||||||||||||||
| Balance June 30, 2023 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Distributions | — | ( | — | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2023 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Balance December 31, 2022 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Distributions | — | ( | — | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2023 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
12
SMITH DOUGLAS HOMES CORP.
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)
| Nine months ended September 30, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation | ||||||||||||||
| Accrued incentive compensation expense | ||||||||||||||
| Share-based payment expense | ||||||||||||||
| Amortization of debt issuance costs | ||||||||||||||
| Equity in earnings from unconsolidated entities | ( | ( | ||||||||||||
| Distributions of income from unconsolidated entities | ||||||||||||||
| Non-cash lease expense | ||||||||||||||
| Provision for deferred income taxes | ||||||||||||||
| Other | ||||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Real estate inventory | ( | ( | ||||||||||||
| Deposits on real estate under option or contract | ( | ( | ||||||||||||
| Other assets | ( | ( | ||||||||||||
| Accounts payable | ||||||||||||||
| Customer deposits | ( | |||||||||||||
| Accrued expenses and other liabilities | ( | |||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Purchases of property and equipment | ( | ( | ||||||||||||
| Investments in unconsolidated entities | ( | |||||||||||||
| Distributions of capital from unconsolidated entities | ||||||||||||||
| Acquisition of Devon Street | ( | |||||||||||||
| Other | ||||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Issuance of Class A common stock in IPO, net of underwriting discount | ||||||||||||||
| Issuance of Class B common stock | ||||||||||||||
| Payment of offering costs | ( | |||||||||||||
| Redemption of Class C and D units | ( | |||||||||||||
| Purchase of LLC interests from Continuing Equity Owners | ( | |||||||||||||
| Borrowings under revolving credit facility | ||||||||||||||
| Repayments under revolving credit facility | ( | ( | ||||||||||||
| Payments on notes payable | ( | ( | ||||||||||||
| Payments on notes payable - related party | ( | ( | ||||||||||||
13
| Proceeds from sales of real estate not owned | ||||||||||||||
| Payments related to repurchases of real estate not owned | ( | ( | ||||||||||||
| Distributions | ( | ( | ||||||||||||
| Payment of debt issuance costs | ( | |||||||||||||
| Net cash (used in) provided by financing activities | ( | |||||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | |||||||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
14
SMITH DOUGLAS HOMES CORP.
Condensed Consolidated Statements of Cash Flows - Continued
(Unaudited, in thousands)
| Nine months ended September 30, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||||||||
| Cash paid for interest, net of amounts capitalized | $ | $ | ||||||||||||
| Cash paid for income taxes | $ | $ | ||||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | $ | ||||||||||||
| Seller note payable and contingent consideration related to acquisition of Devon Street | $ | $ | ||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
15
SMITH DOUGLAS HOMES CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1 - Description of business and summary of significant accounting policies:
Nature of business
Smith Douglas Homes Corp. (the Company) was incorporated in the state of Delaware on June 20, 2023 (Date of Formation) for the purpose of facilitating an initial public offering (IPO) of its common stock and executing other related transactions in order to carry on the business of Smith Douglas Holdings LLC and its consolidated subsidiaries as a publicly-traded entity.
The Company is a builder of single-family homes in communities in certain markets in the southeastern and southern United States. The Company’s homes and communities are primarily targeted to first-time and empty-nest homebuyers. The Company currently operates in metropolitan Atlanta, Birmingham, Charlotte, Huntsville, Nashville, Raleigh and Houston. The Company operates a land-light business model whereby the Company typically purchases finished lots via lot-option contracts from various third-party land developers or land bankers. Additionally, the Company offers title insurance services through an unconsolidated title company.
Initial Public Offering and Reorganization Transactions
The Company successfully closed an IPO of 8,846,154 shares of Class A common stock at a public offering price of $21.00 per share on January 16, 2024, which included 1,153,846 shares of Class A common stock issued pursuant to the underwriters’ option to purchase additional shares of Class A common stock. The net proceeds from the IPO aggregated approximately $172.8 million. Shares of Class A common stock began trading on the New York Stock Exchange under the ticker symbol "SDHC" on January 11, 2024.
In connection with the IPO, Smith Douglas Holdings LLC amended and restated its existing limited liability company agreement to, among other things, (i) recapitalize all existing ownership interests in Smith Douglas Holdings LLC into 44,871,794 LLC Interests (before giving effect to the use of proceeds from the IPO, as described below), (ii) appoint Smith Douglas Homes Corp. as the sole managing member of Smith Douglas Holdings LLC upon its acquisition of LLC Interests in connection with the IPO, and (iii) provide certain redemption rights to the owners of the LLC Interests in Smith Douglas Holdings LLC, exclusive of the Company (the Continuing Equity Owners).
Simultaneously, Smith Douglas Homes Corp. amended and restated its certificate of incorporation to, among other things, provide (i) for Class A common stock, with each share of Class A common stock entitling its holder to one vote per share on all matters presented to the stockholders generally; (ii) for Class B common stock, with each share of Class B common stock entitling its holder to ten votes per share on all matters presented to the stockholders generally, until the aggregate number of shares of Class B common stock then outstanding is less than 10 % of the aggregate number of shares of Class A common stock and Class B common stock then outstanding (Sunset Date), and from and after the occurrence of the Sunset Date, each share of Class B common stock will entitle its holder to one vote per share on all matters presented to the stockholders generally; (iii) that shares of Class B common stock may only be held by the Continuing Equity Owners and their respective permitted transferees; and (iv) for preferred stock, which can be issued by the board of directors in one or more series without stockholder approval. As a result, Smith Douglas Homes Corp. became a holding company and the sole managing member of Smith Douglas Holdings LLC and controls the business and affairs of Smith Douglas Holdings LLC. After giving effect to the use of net proceeds as described below, Smith Douglas Homes Corp. issued 42,435,897 shares of Class B common stock to the Continuing Equity Owners, which is equal to the number of LLC Interests held by such Continuing Equity Owners, for nominal consideration.
Subsequent to the IPO, Smith Douglas Homes Corp. used the net proceeds to: (i) purchase 6,410,257 newly issued LLC Interests for approximately $125.2 million directly from Smith Douglas Holdings LLC at a price per unit equal to $21.00 per share (IPO price) of Class A common stock less the underwriting discount; and (ii) purchase 2,435,897 LLC Interests from the Continuing Equity Owners on a pro rata basis for $47.6 million in aggregate at a price per unit equal to the IPO price per share of Class A common stock less the underwriting discount.
16
Basis of presentation
In accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), since the Continuing Equity Owners continue to hold a controlling interest in Smith Douglas Holdings LLC after the IPO (i.e., there was no change in control of Smith Douglas Holdings LLC), the financial statements of the combined entity represent a continuation of the financial position and results of operations of Smith Douglas Holdings LLC. Accordingly, the historical cost basis of assets, liabilities, and equity of Smith Douglas Holdings LLC are carried over to the unaudited condensed consolidated financial statements of the combined company as a common control transaction.
The accompanying unaudited condensed consolidated financial statements for the periods prior to the Reorganization Transactions and IPO have been presented to combine the previously separate entities. These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and the applicable rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. As such, these unaudited financial statements do not include all information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position, results of operations and cash flows as of the dates and for the periods presented. A reclassification to the unaudited condensed consolidated financial statements and notes has been made to the prior year amount to conform to the current year presentation, which is not material.
These unaudited interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2023, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Historically, the homebuilding industry has experienced seasonal fluctuations; therefore, interim results are not necessarily indicative of results for the full fiscal year.
Principles of consolidation and non-controlling interests
The accompanying unaudited condensed consolidated financial statements include the accounts of Smith Douglas Homes Corp. and Smith Douglas Holdings LLC and its wholly-owned subsidiaries. Smith Douglas Holdings LLC is considered a variable interest entity and Smith Douglas Homes Corp. is the primary beneficiary and sole managing member of Smith Douglas Holdings LLC and has decision making authority that significantly affects the performance of the entity. Accordingly, the Company consolidates Smith Douglas Holdings LLC and reports non-controlling interests representing the economic interest in Smith Douglas Holdings LLC held by the Continuing Equity Owners.
All intercompany balances and transactions have been eliminated in consolidation. Investments in unconsolidated entities in which the Company has less than a controlling financial interest are accounted for using the equity method.
The non-controlling interests in the unaudited condensed consolidated statements of income for the three and nine months ended September 30, 2024 represent the portion of earnings attributable to the economic interest in Smith Douglas Holdings LLC held by the Continuing Equity Owners. The non-controlling interests in the unaudited condensed consolidated balance sheet as of September 30, 2024 represent the portion of the net assets of the Company attributable to the Continuing Equity Owners, based on the portion of the LLC Interests owned by such unit holders. As of September 30, 2024, the non-controlling interests were 82.7 %.
Use of estimates in the preparation of unaudited condensed consolidated financial statements
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Revenue recognition
The Company recognizes revenue when a home closes with a homebuyer, which is the time at which title and possession of the property are transferred to that homebuyer and all cash consideration due from the homebuyer is received. The Company’s performance obligation, to deliver the home, is generally satisfied in less than one year from the original contract date.
17
When the Company executes sales contracts with its homebuyers, or when it requires advance payment from homebuyers for custom changes, upgrades or options related to their homes, the cash deposits received are recorded as contract liabilities until the homes are closed or the contracts are canceled. The Company either retains or refunds to the customer deposits on canceled sales contracts, depending upon the applicable provisions of the contract or other circumstances. As of September 30, 2024 and December 31, 2023, customer deposits totaled $7.6 million and $7.2 million, respectively. Substantially all customer deposits are recognized in revenue within one year of being received from homebuyers.
Share-based payments
Share-based compensation is accounted for as an expense in accordance with the fair value recognition and measurement provisions of U.S. GAAP which requires compensation cost for the grant-date fair value of equity-based awards to be recognized over the requisite service period. The Company accounts for forfeitures when they occur, and any compensation expense previously recognized on unvested equity-based awards will be reversed when forfeited. The fair value of restricted stock units (RSUs) is based on the fair value of the Class A common stock at the time of grant.
Income taxes
After consummation of the IPO, Smith Douglas Homes Corp. became subject to U.S. federal, state, and local income taxes with respect to its allocable share of taxable income of Smith Douglas Holdings LLC assessed at the prevailing corporate tax rates. Smith Douglas Holdings LLC operates as a limited liability company and is treated as a partnership for income tax purposes. Accordingly, it incurs no significant liability for federal or state income taxes since the taxable income or loss is passed through to its members. Smith Douglas Holdings LLC incurs liabilities for certain state taxes payable directly by it, which are not significant and for which the expense is included in the provision for income taxes in the accompanying unaudited condensed consolidated statements of income for the three and nine months ended September 30, 2024 and in selling, general and administrative costs in the accompanying unaudited condensed consolidated statements of income for the three and nine months ended September 30, 2023.
In calculating the provision for interim income taxes, in accordance with ASC Topic 740, Income Taxes, an estimated annual effective tax rate is applied to year-to-date ordinary income. At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year. This differs from the method utilized at the end of an annual period.
For annual periods, income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authority, based on the technical merits of the position. As of September 30, 2024 and December 31, 2023, there were no
In connection with the IPO and related transactions, the Company entered into a Tax Receivable Agreement (TRA) with Smith Douglas Holdings LLC and the Continuing Equity Owners that will provide for the payment by Smith Douglas Homes Corp. to the Continuing Equity Owners of 85 % of the amount of tax benefits, if any, that Smith Douglas Homes Corp. realizes (or in some circumstances is deemed to realize) related to the tax basis adjustments described in Note 12 as such savings are realized.
In addition to tax expenses, the Company will also make payments under the TRA, which are expected to be significant. The Company will account for the income tax effects and corresponding TRA’s effects resulting from future taxable purchases or redemptions of LLC Interests of the Continuing Equity Owners by recognizing an increase in deferred tax assets, based on enacted tax rates at the date of the purchase or redemption. Further, the Company will evaluate the likelihood that it will realize the benefit represented by the deferred tax asset and, to the extent that management estimates
18
that it is more likely than not that the Company will not realize the benefit, the Company will reduce the carrying amount of the deferred tax asset with a valuation allowance. The amounts to be recorded for both the deferred tax assets and the liability for obligations under the TRA will be estimated at the time of any purchase or redemption as a reduction to stockholders’ equity, and the effects of changes in any estimates after this date will be included in net income. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income. Judgement is required in assessing the future tax consequences of events that have been recognized in the Company’s financial statements. A change in the Company’s assessment of such consequences, such as realization of deferred tax assets, changes in tax laws or interpretations thereof could materially impact results.
Recent rules and accounting pronouncements
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" (ASU 2023-07), which requires expanded disclosure of significant segment expenses and other segment items on an annual and interim basis. ASU 2023-07 is effective for the Company for annual periods beginning after January 1, 2024 and interim periods beginning after January 1, 2025. The Company is currently evaluating the impact ASU 2023-07 will have on its financial statement disclosures.
In December 2023, FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (ASU 2023-09), which requires expanded disclosure of the Company’s income rate reconciliation and income taxes paid. ASU 2023-09 is effective for the Company for annual periods beginning after January 1, 2025. The Company is currently evaluating the impact ASU 2023-09 will have on its financial statement disclosures.
Note 2 ‑ Real estate inventory and capitalized interest:
A summary of real estate inventory is as follows as of September 30, 2024 and December 31, 2023 (in thousands):
| September 30, 2024 | December 31, 2023 | |||||||||||||
| Lots held for construction | $ | $ | ||||||||||||
| Homes under construction, completed homes and model homes | ||||||||||||||
| Total real estate inventory | $ | $ | ||||||||||||
The Company capitalizes into real estate inventory interest costs incurred on homes under construction during the construction period until substantial completion. The Company does not capitalize interest on homes where construction has been suspended.
A summary of capitalized interest is as follows (in thousands):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Capitalized interest, beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest incurred | ||||||||||||||||||||||||||
| Interest expensed | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest charged to cost of home closings | ( | ( | ( | ( | ||||||||||||||||||||||
| Capitalized interest, end of period | $ | $ | $ | $ | ||||||||||||||||||||||
Note 3 ‑ Variable interest entities:
The Company enters into lot option agreements to procure finished lots for the construction of homes in the future. Pursuant to these option agreements, the Company generally provides a deposit to the seller as consideration for the right to purchase lots at different times in the future at predetermined prices. Such contracts enable the Company to defer acquiring portions of properties owned by third parties or unconsolidated entities until the Company has determined whether and when to exercise the option, which may serve to reduce the Company’s financial risks associated with long‑term land holdings.
19
Based on the provisions of the relevant accounting guidance, the Company has concluded that when it enters into an option or purchase agreement to acquire lots from an entity, a variable interest entity (VIE) may be created. The Company evaluates all option and purchase agreements and amendments for land to determine if the related entity is a VIE. As required by ASC Topic 810, Consolidation, the Company assesses whether it is the primary beneficiary for each VIE. In order to determine if the Company is the primary beneficiary, the Company must first assess whether it has the ability to control the activities of the VIE that most significantly impact its economic performance. Such activities include, but are not limited to, the ability to determine the budget and scope of land development work, if any; the ability to control financing decisions for the VIE; the ability to acquire additional land into the VIE or dispose of land in the VIE not under contract with the Company; and the ability to change or amend the existing option contract with the VIE. If the Company does not control such activities, the Company is not considered the primary beneficiary of the VIE. If the Company has the ability to control such activities, the Company will continue its analysis by determining if the Company is also expected to absorb a potentially significant amount of the VIE’s losses or, if no party absorbs the majority of such losses, if the Company will benefit from a potentially significant amount of the VIE’s expected gains. As of September 30, 2024 and December 31, 2023, the Company was not identified as the primary beneficiary of any VIEs associated with option and purchase agreements. Therefore, no such VIEs required consolidation under ASC Topic 810.
In all cases, creditors of the entities with which the Company has option agreements have no recourse against the Company and the maximum exposure to loss in option agreements is limited to the Company’s option deposits and any capitalized pre‑acquisition costs.
In certain instances where the Company has entered into option agreements to purchase finished lots from a land banker, the Company may also enter into an agreement to complete the development of the lots on behalf of the land banker at a fixed cost. The Company may be at risk for items over budget related to the development of the property under option. Any unpaid amounts under these development agreements are recorded as development reimbursement receivables from land bankers and are included within other assets in the accompanying unaudited condensed consolidated balance sheets.
As of September 30, 2024, the Company had deposits of $80.2 million related to land option agreements with an aggregate remaining purchase price of $979.1 million. As of December 31, 2023, the Company had deposits of $57.1 million related to land option agreements with an aggregate remaining purchase price of $652.1 million.
For lot option contracts where the lot seller entity is not required to be consolidated under the variable interest model, the Company considers whether such contracts should be accounted for as financing arrangements. Lot option contracts that may be considered financing arrangements include those entered into with third‑party land banks or developers in conjunction with such third parties acquiring a specific land parcel(s) on the Company’s behalf, at the Company’s direction, and those with other landowners where the Company or its designee makes improvements to the optioned land parcel(s) during the applicable option period. For these lot option contracts, the Company records the remaining purchase price of the associated land parcel(s) in inventory in its consolidated balance sheets with a corresponding financing obligation if the Company determines that it is effectively compelled to exercise the option to purchase the land parcel(s). In making this determination with respect to a land option contracts, the Company considers the non‑refundable deposit(s), any capitalized pre‑acquisition costs and additional costs associated with abandoning the contract. As a result of such evaluations of lot option contracts, no lot option contracts were determined to be financing arrangements for which the remaining purchase price should be recorded as a financing obligation in the accompanying unaudited condensed consolidated balance sheets.
Note 4 ‑ Investments in unconsolidated entities:
20
Note 5 – Notes payable:
As of September 30, 2024, the Company has a $250.0 million unsecured revolving credit facility that was entered into concurrently with the IPO (the Amended Credit Facility), which replaced the previous $175.0 million unsecured revolving credit facility. The Amended Credit Facility matures in January 2027, except that the Company may request a one-year extension of such maturity date. The Amended Credit Facility also includes a $100.0 million accordion feature, subject to additional commitments, and provides that up to $20.0 million may be used for letters of credit.
The borrowings and letters of credit outstanding under the Amended Credit Facility may not exceed the borrowing base as defined in the Amended Credit Facility. The borrowing base primarily consists of a percentage of commercial land, land held for development, lots under development and finished lots held by the Company.
Borrowings under the Amended Credit Facility bear interest, at the borrower’s option, at either a base rate or Secured Overnight Financing Rate (which may be a daily simple rate or based on 1-, 3- or 6-month interest periods, in each case at the borrower’s option), plus an applicable margin. The applicable margin ranges from 2.35 % to 3.00 % based on the Company’s leverage ratio as determined in accordance with a pricing grid defined in the Amended Credit Facility. Interest is payable in arrears on the last business day of each month or at the end of each 1-, 3- or 6-month interest period, as applicable. As of September 30, 2024, the interest rate on outstanding borrowings under the Amended Credit Facility was 7.78 %. Borrowings under the previous credit facility bore interest at the Prime Rate, as defined, plus an applicable margin ranging from minus 25 basis points to 20 basis points based on the Company’s leverage ratio as determined in accordance with a pricing grid. As of December 31, 2023, the interest rate on outstanding borrowings was 8.25 %.
The Amended Credit Facility contains certain financial covenants, including requirements to maintain (i) a minimum tangible net worth equal to the sum of (a) $130.0 million, (b) 32.5 % of pre‑tax income earned in any fiscal quarter after June 30, 2023, (c) 75 % of the equity proceeds of Smith Douglas Homes Corp. from the IPO and (d) 50 % of any new equity proceeds of Smith Douglas Homes Corp. and its subsidiaries after the IPO, (ii) a maximum leverage ratio of 60 %, (iii) a minimum ratio of EBITDA to interest incurred of 2.00 to 1.00, and (iv) a minimum liquidity requirement of $15.0 million. The Amended Credit Facility also contains various covenants that, among other restrictions, limit the ability of Smith Douglas Homes LLC and the other borrowers to incur additional debt and to make certain investments and distributions. Additionally, the Amended Credit Facility contains certain covenants that restricts certain activities of Smith Douglas Homes Corp. The Amended Credit Facility also contains customary events of default relating to, among other things, failure to make payments, breach of covenants and breach of representations. If an event of default occurs and is continuing, the borrowers may be required to immediately repay all amounts outstanding under the Amended Credit Facility. As of September 30, 2024, the Company was in compliance with all covenants related to the Amended Credit Facility.
As of September 30, 2024, there were no outstanding borrowings under the Amended Credit Facility. As of December 31, 2023, outstanding borrowings under the previous credit facility totaled $71.0 million. As of September 30, 2024 and December 31, 2023, there were no 229.2 million as of September 30, 2024.
On July 31, 2023, the Company entered into a three-year seller note payable of $5.0 million as part of the consideration for the acquisition of Devon Street which bears interest at 8 % per annum. The seller note is payable in quarterly installments of principal and accrued interest beginning September 30, 2023 through maturity on September 30, 2026 . The seller is currently employed as the division president of the Houston division. As of September 30, 2024 and December 31, 2023, the balance on the seller note payable was $3.5 million and $4.6 million, respectively, which is included in notes payable in the accompanying unaudited condensed consolidated balance sheets.
Future maturities of notes payable to third parties, including borrowings under the Amended Credit Facility, are as follows as of September 30, 2024 (in thousands):
| Year ending December 31, | ||||||||
2024 (1) | $ | |||||||
| 2025 | ||||||||
| 2026 | ||||||||
| $ | ||||||||
21
(1)Remaining payments are for the three months ending December 31, 2024.
Note 6 ‑ Fair value of financial instruments:
ASC Topic 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value and disclosing fair value measurements. ASC Topic 820 establishes a three‑level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs in measuring fair value. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date.
•Level 1 ‑ Valuation is based on quoted prices in active markets for identical assets and liabilities;
•Level 2 ‑ Valuation is determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active, or by model‑based techniques in which all significant inputs are observable in the market;
•Level 3 ‑ Valuation is derived from model‑based techniques in which at least one significant input is unobservable and based on the Company’s own estimates about the assumptions that market participants would use to value the asset or liability.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s assessment of the significance of particular inputs to those fair value measurements requires judgment and considers factors specific to each asset or liability.
The Company’s financial instruments measured or disclosed at fair value are summarized below. The summary excludes cash and cash equivalents, receivables and accounts payable, all of which had fair values approximating their carrying values due to the liquid nature and short maturities of these instruments.
| Fair Value (In Thousands) | |||||||||||||||||||||||
| Asset or Liability | Fair Value Hierarchy | September 30, 2024 | December 31, 2023 | ||||||||||||||||||||
| Measured at fair value on a recurring basis: | |||||||||||||||||||||||
| Contingent consideration | Level 3 | $ | $ | ||||||||||||||||||||
| Disclosed at fair value: | |||||||||||||||||||||||
| Borrowings under Credit Facility | Level 2 | $ | $ | ||||||||||||||||||||
| Seller note payable | Level 2 | $ | $ | ||||||||||||||||||||
The carrying value of the borrowings under the Credit Facility approximates fair value due to variable rate terms that approximate market rates.
The carrying value of the seller note payable approximates fair value because the interest rate on the note approximates market rates as of September 30, 2024 and December 31, 2023.
The fair value of the contingent consideration related to the Devon Street acquisition as of the acquisition date was estimated using a Monte Carlo simulation to model the likelihood of achieving the agreed‑upon gross margin target based on available information as of the acquisition date. The valuation methodology includes assumptions and judgments regarding the gross margin discount rate, gross margin volatility, drift rate, and cost of debt, which are primarily Level 3 assumptions. The contingent consideration liability is remeasured at fair value on a quarterly basis. As of September 30, 2024 and December 31, 2023, the Company remeasured the fair value of contingent consideration related to the Devon Street acquisition and adjusted the liability to $4.6 million and $3.3 million, respectively, based on actual results achieved, revised gross margin forecasts, and accretion of the liability. The Company recorded contingent consideration adjustments resulting in zero and $1.3 million of expense for the three and nine months ended September 30, 2024, respectively, which is included in other (income) expense, net in the accompanying unaudited condensed consolidated statement of income. As of September 30, 2024, there were approximately 5 months remaining under the contingent consideration agreement.
22
Note 7 ‑ Warranty reserves:
A summary of the activity in the Company’s warranty liability account is as follows (in thousands):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||
| Additions to reserves from new home closings | ||||||||||||||||||||||||||
| Estimated fair value of warranty liability assumed in Devon Street acquisition | ||||||||||||||||||||||||||
| Warranty claims | ( | ( | ( | ( | ||||||||||||||||||||||
| Adjustments to pre‑existing reserves | ( | ( | ( | |||||||||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||||||||||||
Note 8 ‑ Leases:
The Company leases certain office space and equipment for use in its operations. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Some leases contain renewal options and, in accordance with ASC Topic 842, Leases, the lease term includes those renewals only to the extent that they are reasonably certain to be exercised.
Lease cost included in the accompanying unaudited condensed consolidated statements of income as a component of selling, general and administrative costs is presented in the table below (in thousands).
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Operating leases costs | $ | $ | $ | $ | ||||||||||||||||||||||
| Variable lease costs - operating | $ | $ | $ | $ | ||||||||||||||||||||||
The following table presents additional information about the Company’s leases (dollars in thousands):
| September 30, 2024 | December 31, 2023 | |||||||||||||
| $ | $ | |||||||||||||
| $ | $ | |||||||||||||
ROU assets are included within other assets and lease liabilities are included within accrued expenses and other liabilities in the accompanying unaudited condensed consolidated balance sheets.
As of September 30, 2024, the Company had an additional operating lease for division office space that had not yet commenced with undiscounted fixed lease payments of approximately $0.2 million. The operating lease will commence in 2024 with a lease term of approximately 3 years.
Note 9 ‑ Commitments and contingencies:
The Company is subject to certain contingent liabilities resulting from litigation, claims, and other commitments which arise in the ordinary course of business. Management and legal counsel believe that the probable resolution of such contingencies will not materially affect the financial position, results of operations, or cash flows of the Company. In the normal course of business, the Company posts letters of credit and performance and other surety bonds related to certain development obligations with local municipalities, government agencies and developers. As of September 30, 2024 and December 31, 2023, performance and surety bonds totaled $32.7 million and $26.1 million, respectively. As of September 30, 2024 and December 31, 2023, there were no
23
Note 10 - Stockholders’/ Members’ equity:
The following table summarizes the capitalization and voting rights of the Company’s classes of stock as of September 30, 2024:
| Authorized | Issued & Outstanding | Votes per share | Economic Rights | |||||||||||||||||||||||
| Preferred stock | ||||||||||||||||||||||||||
| Common stock: | ||||||||||||||||||||||||||
| Class A | Yes | |||||||||||||||||||||||||
| Class B | No | |||||||||||||||||||||||||
(1)Each share of Class B common stock entitles its holders to ten votes per share on all matters presented to the stockholders and on which the holders of the Class B common stock are entitled to vote; provided, that each share of Class B common stock will only be entitled to one vote per share on all matters presented to the stockholders generally upon the Sunset Date.
The following table summarizes Class A common stock reserved for issuances as of September 30, 2024:
| Conversion of LLC Interests held by Continuing Equity Owners | ||||||||
| RSUs | ||||||||
| Total | ||||||||
The Company’s board of directors is authorized to direct the Company to issue shares of preferred stock in one or more series and the discretion to determine the number and designation of such series and the powers, rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. Through September 30, 2024, no series of preferred stock have been issued.
Holders of shares of Class A common stock are entitled to receive dividends when and if declared by the board of directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A common stock will be entitled to receive pro rata the remaining assets available for distribution. Holders of shares of Class A common stock do not have preemptive, subscription, redemption, or conversion rights. There are no redemption or sinking fund provisions applicable to the Class A common stock.
Except in certain limited circumstances, holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon dissolution or liquidation. Additionally, holders of shares of Class B common stock do not have preemptive, subscription or redemption rights. There are no redemption or sinking fund provisions applicable to the Class B common stock. Any amendment of the Company’s amended and restated certificate of incorporation that gives holders of Class B common stock (1) any rights to receive dividends or any other kind of distribution, (2) any right to convert into or be exchanged for shares of Class A common stock, or (3) any other economic rights (except for payments in cash in lieu of receipt of fractional stock) will require, in addition to any stockholder approval required by applicable law, the affirmative vote of holders of a majority of the voting power of the outstanding shares of Class A common stock voting separately as a class. The Company must, at all times, maintain (i) a one -to-one ratio between the number of shares of Class A common stock issued by Smith Douglas Homes Corp. and the number of LLC Interests owned by Smith Douglas Homes Corp., and (ii) maintain a one -to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and the number of LLC Interests owned by them.
Shares of Class B common stock will be issued in the future only to the extent necessary to maintain a one -to-one ratio between the number of LLC Interests held by the Continuing Equity Owners and the number of shares of Class B common stock issued to the Continuing Equity Owners. Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Only permitted transferees of LLC Interests held by the Continuing Equity Owners will be permitted transferees of Class B common stock. Shares of Class B common stock automatically transferred to Smith
24
Douglas Homes Corp. upon the redemption or exchange of their LLC Interests pursuant to the terms of the Smith Douglas LLC Agreement will be canceled and may not be reissued.
As of September 30, 2024, Smith Douglas Homes Corp. holds a 17.3 % economic interest in Smith Douglas Holdings LLC through its ownership of 8,846,154 LLC Interests but consolidates Smith Douglas Holdings LLC as sole managing member. The remaining 42,435,897 LLC Interests representing an 82.7 % interest are held by the Continuing Equity Owners and presented in the unaudited condensed consolidated financial statements as non-controlling interests.
The LLC Interests held by Continuing Equity Owners include a redemption right which may be settled by the Company, at the Company’s election, through the (1) issuance of a new share of Class A Common Stock for each LLC Interest redeemed or (2) settled by cash proceeds received from a qualifying offering of Class A Common Stock. The LLC Interests are not classified as temporary equity as the cash settlement is limited to the proceeds from a new offering of Class A Common Stock which is equity-classified.
Distributions to Members Related to Their Income Tax Liabilities
As a limited liability company treated as a partnership for income tax purposes, Smith Douglas Holdings LLC does not incur significant federal, state or local income taxes, as these taxes are primarily the obligations of its members. Under the LLC Agreement, Smith Douglas Holdings LLC is required to distribute cash, to the extent that Smith Douglas Holdings LLC has cash available, on a pro rata basis to its members to the extent necessary to cover the members’ tax liabilities, if any, with respect to each member’s share of Smith Douglas Holdings LLC taxable earnings. Smith Douglas Holdings LLC makes such tax distributions to its members quarterly, based on an estimated tax rate and projected year-to-date taxable income, with a final accounting once actual taxable income or loss has been determined. Smith Douglas Holdings LLC made tax distributions to the Continuing Equity Owners totaling approximately $11.3 million and $37.7 million for the three and nine months ended September 30, 2024, respectively.
Redemption of Class C & Class D Units
On January 16, 2024, after the IPO, Smith Douglas Holdings LLC redeemed all of its Class C and Class D Units at an aggregate redemption price of $2.6 million.
Note 11 - Share-based payments:
In connection with the IPO, the stockholders approved the 2024 Incentive Award Plan (the 2024 Plan), which became effective on January 10, 2024. The 2024 Plan generally is administered by the board of directors with respect to awards to non-employee directors and by the compensation committee with respect to other participants and authorizes the Company to grant incentive stock-based awards.
Under the 2024 Plan, 2,051,282 shares of Class A common stock were initially reserved for issuance, which shares may be granted pursuant to a variety of equity-based compensation awards, including stock options, stock appreciation rights, RSUs, and other equity-based awards. The number of shares initially reserved for issuance pursuant to awards under the 2024 Plan includes an annual increase on the first day of each calendar year beginning on January 1, 2025 and ending on January 1, 2034, equal to (a) a number of shares of Class A common stock equal to 1 % of the aggregate number of shares of Class A and Class B common stock outstanding on the last day of the immediately preceding calendar year or (b) such smaller number of shares of Class A common stock as determined by the board of directors. No more than 10,000,000 shares of Class A common stock may be issued upon the exercise of incentive stock options. As of September 30, 2024, 1,578,681 shares of Class A common stock are available for future grant under the 2024 Plan.
In January 2024, the Company granted an aggregate of 440,727 RSUs to certain of the Company’s executives, directors, and employees under the 2024 Plan with an aggregate grant date fair value of $9.3 million. The awards vest in full upon the one-year anniversary of the closing date of the IPO, subject to the employee’s continued employment or the director’s continued service, with the exception of one executive’s award that will vest in six equal installments on each of the first anniversaries of the closing date of the IPO, subject to the employee’s continued employment through the applicable vesting date. Additionally, vesting is subject to certain change in control and qualifying termination provisions as provided in the award agreements.
During the nine months ended September 30, 2024, the Company granted an aggregate of 36,054 RSUs to certain of the Company's executives and directors under the 2024 Plan with an aggregate grant date fair value of $0.9 million. The
25
awards vest in equal installments over terms ranging from to three years , subject to certain change in control and qualifying termination provisions as provided in the award agreements.
During the nine months ended September 30, 2024, the Company recognized forfeitures of 4,180 RSUs. As of September 30, 2024, 472,601 RSUs are outstanding and remain unvested with a weighted-average grant date fair value of $21.33 . Total compensation expense for RSUs was approximately $1.2 million and $3.2 million for the three and nine months ended September 30, 2024, respectively, and is included in selling, general and administrative costs in the accompanying unaudited condensed consolidated statements of income for the three and nine months ended September 30, 2024.
The unamortized compensation cost related to RSUs of approximately $6.9 million as of September 30, 2024 is expected to be recognized over a weighted-average period of approximately 1.87 years.
Note 12 - Income taxes and tax receivable agreement:
Smith Douglas Homes Corp. is taxed as a subchapter C corporation and is subject to federal and state income taxes. Smith Douglas Homes Corp.’s sole material asset is its ownership interest in Smith Douglas Holdings LLC, which is a limited liability company that is taxed as a partnership for U.S. federal and certain state and local income tax purposes. Smith Douglas Holdings LLC’s net taxable income and related tax credits, if any, are passed through to its members and included in the members’ tax returns. The income tax burden on the earnings taxed to the non-controlling interest holders is not reported by the Company in its unaudited condensed consolidated financial statements under U.S. GAAP.
The estimated annual effective tax rate for the year ending December 31, 2024 is 4.4 %. The difference between the estimated annual effective income tax rate and the U.S. federal statutory rate is primarily due to: (1) income attributable to non-controlling interests which is not taxable to Smith Douglas Homes Corp., (2) Smith Douglas Holdings LLC’s election to be taxed at the entity level, and (3) state income taxes.
The Company’s income tax provision was $1.8 million for the three months ended September 30, 2024 and $3.8 million for the period from January 11, 2024 to September 30, 2024. As the IPO occurred during the nine months ended September 30, 2024, and the Company had no business transactions or activities prior to the IPO, no amounts related to the provision for income taxes were incurred for the period from January 1, 2024 to January 10, 2024.
The Company recorded a deferred tax asset of $10.5 million resulting from the step-up in basis allowed under Section 743(b) and 197 of the Internal Revenue Code related to the purchase of 2,435,897 LLC Interests from the Continuing Equity Owners discussed in Note 1, Description of business and summary of significant accounting policies, which is expected to be amortized over the useful lives of the underlying assets. The Company also recorded a deferred tax asset of $15.1 million resulting from the outside basis difference related to its investment in Smith Douglas Holdings LLC by applying the look-through method to record the Company's proportionate share of inside basis differences within Smith Douglas Holdings LLC. The Company recognizes deferred tax assets to the extent it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. After considering all those factors, management has recorded a valuation allowance of $14.3 million for certain deferred tax assets the Company has determined are not more likely than not to be realized. The initial deferred tax asset of $15.1 million for the investment in Smith Douglas Holdings LLC and the related valuation allowance of $14.3 million were recorded against additional paid-in capital and included within increase in deferred tax asset from IPO and related transactions in the unaudited condensed consolidated statements of stockholders’/members’ equity.
As each of the Continuing Equity Owners elects to convert their LLC Interests into Class A common stock, Smith Douglas Homes Corp. will succeed to their aggregate historical tax basis which will create a net tax benefit to the Company. These tax benefits are expected to be amortized over 15.0 years pursuant to Sections 743(b) and 197 of the Code. The Company will only recognize a deferred tax asset for financial reporting purposes when it is more likely than not that the tax benefit will be realized.
In connection with the IPO and related transactions, the Company entered into a TRA with Smith Douglas Holdings LLC and the Continuing Equity Owners that will provide for the payment by Smith Douglas Homes Corp. to the Continuing Equity Owners of 85 % of the amount of tax benefits, if any, that Smith Douglas Homes Corp. realizes (or in some circumstances is deemed to realize) related to the tax basis adjustments as such savings are realized.
26
The purchase of 2,435,897 LLC Interests from the Continuing Equity Owners triggered a tax basis increase subject to the provisions of the TRA. The Company recognized (i) a deferred tax asset in the amount of $10.5 million, (ii) a corresponding estimated liability of $10.4 million to the Continuing Equity Owners representing 85 % of the projected tax benefits, and (iii) $0.1 million of additional paid-in capital.
Note 13 ‑ Transactions with related parties:
The Company rents office space under a lease with JBB Cherokee Holdings LLC, an entity affiliated by common ownership. Related party lease cost included in the accompanying unaudited condensed consolidated statements of income as a component of selling, general and administrative costs is presented in the table below (in thousands).
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Operating leases costs (related party) | $ | $ | $ | $ | ||||||||||||||||||||||
| Variable lease costs – operating (related party) | $ | $ | $ | $ | ||||||||||||||||||||||
Payments under the office lease agreement, along with costs associated with the office space, totaled approximately $0.1 million and $0.3 million during the three and nine months ended September 30, 2024, respectively, and approximately $0.1 million and $0.3 million during the three and nine months ended September 30, 2023, respectively.
During the three and nine months ended September 30, 2024, the Company incurred fees of $16,000 and $0.4 million, respectively, in the aggregate from certain entities affiliated by common ownership for use of facilities related to business development and vendor relations, which is included in selling, general and administrative costs in the accompanying unaudited condensed consolidated statements of income. During the three and nine months ended September 30, 2023, the Company incurred fees of zero and $0.4 million for the use of these facilities. The Company paid fees for use of these facilities of $0.1 million and $0.4 million during the nine months ended September 30, 2024 and 2023, respectively. No
While the Company typically enters into lot option agreements whereby a deposit is provided to the seller, the Company has in the past, in lieu of providing a deposit, invested a minority interest in certain of the land banking entities with which it contracts. During the three and nine months ended September 30, 2023, the Company purchased 5 and 40 lots totaling approximately $0.4 million and $3.4 million, respectively, under lot option agreements with unconsolidated land bank entities in which the Company had a non‑controlling ownership interest. There was no such activity during the nine months ended September 30, 2024. The Company has identified these entities as VIEs; however, the Company has not been identified as the primary beneficiary of the VIEs and the entities are not consolidated in the accompanying unaudited condensed consolidated financial statements (see Note 3 for information related to VIEs).
The Company has entered into lot option transactions with a former member of Smith Douglas Holdings LLC’s Board of Managers. During the three and nine months ended September 30, 2023, the Company sold zero and 62 finished lots at cost for approximately zero and $3.7 million, respectively, to the then member of Smith Douglas Holdings LLC’s Board of Managers. During the three and nine months ended September 30, 2023, the Company purchased 1 and 160 lots totaling $0.1 million and $10.2 million, respectively, related to these lot option agreements. The member was no longer on Smith Douglas Holdings LLC’s Board of Managers as of July 2023.
The Company has entered into an agreement to purchase 11 finished lots for approximately $0.8 million from an entity affiliated with the Company through common ownership. As of September 30, 2024, the Company has paid a deposit totaling $5,000 related to the agreement.
The Company charters aircraft services from companies that are controlled by a related entity of the Company’s managing member. Expenses incurred and paid to these companies under a dry lease agreement for the use of the aircraft for business travel totaled approximately $8,000 and $86,000 for the three and nine months ended September 30, 2024, respectively, and approximately $39,000 and $90,000 for the three and nine months ended September 30, 2023, respectively, which are included in selling, general and administrative costs in the accompanying unaudited condensed consolidated statements of income.
Historically, since August 2016, one of the former members of Smith Douglas Holdings LLC’s Board of Managers was party to a consulting agreement with Smith Douglas Holdings LLC pursuant to which he provided services to Smith
27
Douglas Holdings LLC in exchange for (i) an annual fee equal to approximately $0.6 million plus (ii) eligibility to earn an annual bonus, subject to the terms and conditions therein. During the three and nine months ended September 30, 2023, the then member of Smith Douglas Holdings LLC’s Board of Managers earned fees under the consulting agreement of approximately $0.1 million and $0.4 million, respectively, which are included in selling, general and administrative costs in the accompanying unaudited condensed consolidated statements of income. The member was no longer on Smith Douglas Holdings LLC’s Board of Managers as of September 2023.
The Company had two uncollateralized notes payable bearing interest at 2.12 % and 2.56 %, respectively, and other payables to certain related parties for the purchase of airplanes totaling approximately $0.9 million as of December 31, 2023, which are included in accrued expenses and other liabilities in the accompanying unaudited condensed consolidated balance sheets. The notes payable were repaid during the nine months ended September 30, 2024.
The Company has related party receivables totaling approximately $0.1
As of December 31, 2023, the Company had a balance due to related parties of $11,000 for various expenses paid by the related parties on behalf of the Company, which is included in accrued expenses and other liabilities in the accompanying 2023 unaudited condensed consolidated balance sheet. There was no such balance outstanding as of September 30, 2024.
Note 14 ‑ Segment information:
The Company operates one principal homebuilding business that is organized, managed and reported by geographic division. Management of the geographic divisions report to the Company’s chief operating decision maker (CODM), which consists of the Chief Executive Officer and Chief Financial Officer of the Company. The CODM reviews the results of operations, including, among other things, total revenue and net income to assess profitability and allocate resources. Accordingly, the Company has presented its operations for the following six reportable segments: Alabama, Atlanta, Charlotte, Houston, Nashville, and Raleigh. The remaining operating segments, Greenville and Central Georgia, have no material operations as of September 30, 2024 and are combined into the “Other” category, along with the corporate component, which is not considered an operating segment. Each reportable segment follows the accounting policies described in Note 1.
The following tables summarize financial information by segment (in thousands):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Home closing revenue: | ||||||||||||||||||||||||||
| Alabama | $ | $ | $ | $ | ||||||||||||||||||||||
| Atlanta | ||||||||||||||||||||||||||
| Charlotte | ||||||||||||||||||||||||||
| Houston | ||||||||||||||||||||||||||
| Nashville | ||||||||||||||||||||||||||
| Raleigh | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
28
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||
| Net income (loss): | |||||||||||||||||||||||||||||
| Alabama | $ | $ | $ | $ | |||||||||||||||||||||||||
| Atlanta | |||||||||||||||||||||||||||||
| Charlotte | |||||||||||||||||||||||||||||
| Houston | |||||||||||||||||||||||||||||
| Nashville | |||||||||||||||||||||||||||||
| Raleigh | |||||||||||||||||||||||||||||
| Segment total | |||||||||||||||||||||||||||||
Other (1) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||
(1)Other primarily includes homebuilding operations in non-reportable segments, corporate overhead costs, such as payroll and benefits, business insurance, information technology, office costs, outside professional services and travel costs, and certain other amounts that are not allocated to the reportable segments.
| September 30, 2024 | December 31, 2023 | |||||||||||||
| Assets: | ||||||||||||||
| Alabama | $ | $ | ||||||||||||
| Atlanta | ||||||||||||||
| Charlotte | ||||||||||||||
Houston (1) | ||||||||||||||
| Nashville | ||||||||||||||
| Raleigh | ||||||||||||||
| Segment total | ||||||||||||||
Other (2) | ||||||||||||||
| Total | $ | $ | ||||||||||||
(1)Balance includes goodwill of approximately $25.7 million resulting from the acquisition of Devon Street Homes, L.P.
(2)Other primarily includes homebuilding operations in non-reportable segments, cash and cash equivalents, property and equipment, and other assets that are not allocated to the segments.
Note 15 - Earnings per share:
Basic earnings per share is computed by dividing net income attributable to Smith Douglas Homes Corp. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share is computed by adjusting the net income available to Smith Douglas Homes Corp. and the weighted average shares outstanding to give effect to potentially dilutive securities. Shares of Class B common stock are not entitled to receive any distributions or dividends and are therefore excluded from this presentation since they are not participating securities.
All earnings prior to January 11, 2024, the date of the IPO, were entirely allocable to the non-controlling interests and, as a result, earnings per share information is not applicable for reporting periods prior to this date. Consequently, only earnings per share for net income for periods subsequent to January 10, 2024 are presented.
29
Basic and diluted earnings per share of common stock have been computed as follows (in thousands, except share and per share amounts):
| For the three months ended September 30, 2024 | For the period from January 11, 2024 to September 30, 2024 | |||||||||||||
| Numerator: | ||||||||||||||
| Net income attributable to Smith Douglas Homes Corp., Basic | $ | $ | ||||||||||||
| Add: Net income impact from assumed redemption of all LLC Interests to common stock | ||||||||||||||
| Less: Income tax expense on net income attributable to NCI | ( | ( | ||||||||||||
| Net income attributable to Smith Douglas Homes Corp., after adjustment for assumed redemption, Diluted | $ | $ | ||||||||||||
| Denominator: | ||||||||||||||
| Weighted average shares of common stock outstanding, Basic | ||||||||||||||
| Dilutive effects of: | ||||||||||||||
| LLC Interests that are exchangeable for common stock | ||||||||||||||
| Unvested RSUs | ||||||||||||||
| Weighted average shares of common stock outstanding, Diluted | ||||||||||||||
| Basic earnings per share | $ | $ | ||||||||||||
| Diluted earnings per share | $ | $ | ||||||||||||
Net income attributable to the non-controlling interests added back to net income in the fully dilutive computation has been adjusted for income taxes which would have been expensed had the income been recognized by Smith Douglas Homes Corp., a taxable entity. The weighted average common shares outstanding in the diluted computation per share assumes all outstanding LLC Interests are redeemed and the Company elects to issue Class A shares of common stock upon redemption rather than cash-settle.
The dilutive impact of LLC Interests assumed to be redeemed in exchange for the issuance of Class A common stock was included in the computation of diluted earnings per share under the if-converted method. The dilutive impact of unvested RSUs was included using the treasury stock method.
30
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results of operations and financial condition. You should read this analysis in conjunction with our unaudited condensed consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical financial information, this discussion and analysis contains statements of a forward-looking nature relating to future events or our future financial performance, based upon our current plans, expectations and beliefs involving risks and uncertainties. These statements are only predictions, and actual events or results may differ materially. In evaluating such statements, you should carefully consider the various factors identified in the Annual Report, as updated by this Quarterly Report on Form 10-Q, which could cause actual results to differ materially from those expressed in, or implied by, any forward-looking statements, including those set forth in Part I, Item 1A. Risk Factors of our Annual Report.
Company Overview
Prior to our IPO, we were one of the nation’s fastest growing private homebuilders by number of closings and are engaged in the design, construction, and sale of single-family homes in some of the highest growth and most desirable markets in the Southeastern and Southern United States. We employ an efficient land-light, production focused, and conservatively leveraged business model, which we believe results in a compelling combination of strong home closing gross margins, construction cycle times, and returns. Our communities are primarily targeted to entry-level and empty-nest homebuyers. We offer our homebuyers an attractive value proposition by providing a personalized home buying experience at affordable price points. With the goal of becoming one of the most dominant homebuilders in the Southeastern and Southern United States, we intend to grow operations within our existing footprint and to expand into new markets where we can most effectively implement our business strategy and maximize our profit and returns.
Despite continued uncertainty in the mortgage interest rate environment, we achieved strong results with 812 homes closed for a total of $277.8 million in home closing revenue for the three months ended September 30, 2024, which reflect increases of 39% in the number of homes closed and 41% in home closing revenue over the same period of the prior year. Our net new home orders and contract value of net new home orders increased by 6%.
During the nine months ended September 30, 2024 compared to the same period of the prior year, the number of homes closed increased 24%, and home closing revenue increased 26%. Our net new home orders increased 13% and contract value of net new home orders increased by 15%.
We construct most of our homes on a pre-sold basis, where our homebuyers choose their homes based on a select number of value-engineered floor plans and are offered flexibility on the selection of home options. Our SMART Builder enterprise resource planning system and efficient construction process, which we call Rteam, allows us to provide this optionality for homebuyers based on just-in-time modifications. As a result of our differentiated value proposition and efficient construction cycle times, we believe we typically achieve a high level of homebuyer satisfaction and experience low cancellation rates, which remained steady at 11% for both the three months ended September 30, 2024 and 2023.
At the core of our land-light operating strategy lies the principle and discipline of primarily acquiring finished lots from a diverse pool of third-party land developers or land bankers through the effective utilization of lot-option contracts. Our lot acquisition strategy reduces our upfront capital requirements and generally seeks to provide for “just-in-time” lot delivery, better aligning our pace of home orders and home starts. While using land bankers and third-party developers comes at an additional cost, we believe our lot acquisition strategy reduces our operational and financial risk relative to other homebuilders that own a higher percentage of their land supply. As of September 30, 2024, we had 611 owned unstarted lots in real estate inventory on our balance sheet which represented only 3.4% of our total controlled lot supply.
We believe the geographic markets in which we operate demonstrate strong population and employment growth trends, favorable migration patterns, and desirable lifestyle and weather conditions. Our operations are currently organized into eight geographical segments, of which six are reportable segments, including Alabama (which consists of both Birmingham and Huntsville), Atlanta, Charlotte, Houston, Nashville, and Raleigh. We expanded into two additional operating segments during 2024, Greenville and Central Georgia, which are included in the "Other" category for segment reporting. We believe there is significant opportunity to expand our presence in each of our respective markets.
31
We believe our dedication to entry-level and empty-nest homebuyers with a focus on price points that fall below FHA guidelines, our efficient construction process, and our affordable luxury sales experience caters to the desires of today’s aspiring homeowners and is resilient across economic cycles. While we expect the current housing undersupply and favorable demographic trends to provide a strong, long-term runway for future new home buying demand, there are several factors beyond our control that could have a significant impact on our business including, but not limited to, rising inflation, future increases in interest rates, availability and cost of land, labor and construction, availability of mortgage and land bank financing, macroeconomic trends and other factors described elsewhere in this Quarterly Report on Form 10-Q.
Recent Developments
IPO
We completed our IPO on January 16, 2024, through which we offered 8,846,154 shares of our Class A common stock at a price to the public of $21.00 per share, which includes the exercise in full by the underwriters of their option to purchase an additional 1,153,846 shares of our Class A common stock. The gross proceeds to us from the IPO were $185.8 million, before deducting underwriting discounts and commissions, and the net proceeds to us from the IPO were approximately $172.8 million, after deducting the underwriting discount of approximately $13.0 million.
The Transactions
The results of operations discussed in this Quarterly Report on Form 10-Q include those of Smith Douglas Holdings LLC prior to the completion of the Transactions, including the IPO. As a result, the historical consolidated financial data may not give you an accurate indication of what our actual results would have been if the transactions described in Basis of Presentation—The Transactions had been completed at the beginning of the periods presented or of what our future results of operations are likely to be. See Basis of Presentation—The Transactions.
Segments
Our operations are currently organized into eight geographical segments, of which six are reportable segments. Our reportable segments include Alabama (which consists of both Birmingham and Huntsville), Atlanta, Charlotte, Houston, Nashville, and Raleigh. We expanded into two additional operating segments during 2024, Greenville and Central Georgia, which are included in the "Other" category for segment reporting.
Key Factors Affecting Our Performance
We believe our future performance will depend on many factors, including those described in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report, to which there have been no material changes.
Components of Results of Operations
There have been no material changes to the components of our results of operations described in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report.
Other Factors Impacting Results of Operations
There have been no material changes to the other factors impacting our results of operations described in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report.
Results of Operations Data
The results of operations data in the following tables for the periods presented have been derived from the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
32
Comparison of three and nine months ended September 30, 2024 and 2023
The following table sets forth our statements of income and other operating data for the periods presented (amounts in thousands):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Consolidated Statements of Income Data: | ||||||||||||||||||||||||||
| Home closing revenue | $ | 277,835 | $ | 197,638 | $ | 687,977 | $ | 547,304 | ||||||||||||||||||
| Cost of home closings | 204,140 | 140,548 | 505,764 | 388,983 | ||||||||||||||||||||||
| Home closing gross profit | 73,695 | 57,090 | 182,213 | 158,321 | ||||||||||||||||||||||
| Selling, general, and administrative costs | 34,137 | 22,952 | 93,487 | 64,674 | ||||||||||||||||||||||
| Equity in income from unconsolidated entities | (396) | (222) | (800) | (658) | ||||||||||||||||||||||
| Interest expense | 614 | 476 | 1,903 | 1,022 | ||||||||||||||||||||||
| Other (income) expense, net | (245) | (49) | 765 | (217) | ||||||||||||||||||||||
| Income before income taxes | 39,585 | 33,933 | 86,858 | 93,500 | ||||||||||||||||||||||
| Provision for income taxes | 1,761 | — | 3,814 | — | ||||||||||||||||||||||
| Net income | 37,824 | $ | 33,933 | 83,044 | $ | 93,500 | ||||||||||||||||||||
| Net income attributable to non-controlling interests and LLC members prior to IPO | 32,477 | 71,079 | ||||||||||||||||||||||||
| Net income attributable to Smith Douglas Homes Corp. | $ | 5,347 | $ | 11,965 | ||||||||||||||||||||||
Earnings per share(1): | ||||||||||||||||||||||||||
| Basic | $ | 0.60 | $ | 1.35 | ||||||||||||||||||||||
| Diluted | $ | 0.58 | $ | 1.30 | ||||||||||||||||||||||
| Other operating data: | ||||||||||||||||||||||||||
| Home closings | 812 | 583 | 2,031 | 1,643 | ||||||||||||||||||||||
| ASP of homes closed | $ | 342 | $ | 339 | $ | 339 | $ | 333 | ||||||||||||||||||
| Net new home orders | 600 | 568 | 2,080 | 1,844 | ||||||||||||||||||||||
| Contract value of net new home orders | $ | 205,164 | $ | 193,435 | $ | 708,446 | $ | 614,683 | ||||||||||||||||||
| ASP of net new home orders | $ | 342 | $ | 341 | $ | 341 | $ | 333 | ||||||||||||||||||
Cancellation rate(2) | 11.4% | 11.0% | 11.3% | 9.5% | ||||||||||||||||||||||
Backlog homes (period end)(3) | 961 | 1,042 | 961 | 1,042 | ||||||||||||||||||||||
| Contract value of backlog homes (period end) | $ | 332,035 | $ | 350,439 | $ | 332,035 | $ | 350,439 | ||||||||||||||||||
| ASP of backlog homes (period end) | $ | 346 | $ | 336 | $ | 346 | $ | 336 | ||||||||||||||||||
Active communities (period end)(4) | 74 | 62 | 74 | 62 | ||||||||||||||||||||||
| Controlled lots (period end): | ||||||||||||||||||||||||||
| Homes under construction | 1,135 | 905 | 1,135 | 905 | ||||||||||||||||||||||
| Owned lots | 611 | 395 | 611 | 395 | ||||||||||||||||||||||
| Optioned lots | 16,132 | 10,279 | 16,132 | 10,279 | ||||||||||||||||||||||
| Total controlled lots | 17,878 | 11,579 | 17,878 | 11,579 | ||||||||||||||||||||||
(1)Earnings per share for the nine months ended September 30, 2024 is calculated for the period from January 11, 2024, the date of the IPO, to September 30, 2024.
(2)The cancellation rate is the total number of cancellations during the period divided by the total gross new home orders during the period.
33
(3)Backlog homes (period end) is the number of homes in backlog from the previous period plus the number of net new home orders generated during the current period minus the number of homes closed during the current period.
(4)A community becomes active once the model is completed or the community has its first sale. A community becomes inactive when it has fewer than two homes remaining to sell.
Home closing revenue
Home closing revenue for the three months ended September 30, 2024, was $277.8 million, an increase of $80.2 million, or 41%, from $197.6 million for the three months ended September 30, 2023. The increase in revenue was primarily attributable to increases of 39% in the number of homes closed and 1% in the ASP of homes closed. The growth in the number of homes closed as compared to the three months ended September 30, 2023 reflected increases of 13%, 51%, 86%, 213%, and 11% in our Alabama, Atlanta, Charlotte, Houston, and Raleigh homebuilding reporting segments, respectively, partially offset by a decrease of 26% in our Nashville segment.
Home closing revenue for the nine months ended September 30, 2024, was $688.0 million, an increase of $140.7 million, or 26%, from $547.3 million for the nine months ended September 30, 2023. The increase in revenue was primarily attributable to increases of 24% in the number of homes closed and 2% in the ASP of homes closed for the nine months ended September 30, 2024, respectively.
The following table sets forth our home closing revenue, number of home closings, and ASP of homes closed for the periods presented, in each of our reportable segments (dollar amounts in thousands):
| Three months ended September 30, | 2024 | 2023 | Period over period change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Home closing revenue | Home closings | ASP of homes closed | Home closing revenue | Home closings | ASP of homes closed | Home closing revenue | Home closings | ASP of homes closed | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Alabama | $ | 37,780 | 129 | $ | 293 | $ | 33,048 | 114 | $ | 290 | 14% | 13% | 1% | ||||||||||||||||||||||||||||||||||||||||||||||
| Atlanta | 121,334 | 350 | 347 | 80,494 | 232 | 347 | 51% | 51% | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Charlotte | 32,070 | 82 | 391 | 15,155 | 44 | 344 | 112% | 86% | 14% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Houston | 30,830 | 97 | 318 | 10,260 | 31 | 331 | 200% | 213% | (4)% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Nashville | 20,097 | 52 | 386 | 25,694 | 70 | 367 | (22)% | (26)% | 5% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Raleigh | 35,724 | 102 | 350 | 32,987 | 92 | 359 | 8% | 11% | (3)% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | —% | —% | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 277,835 | 812 | $ | 342 | $ | 197,638 | 583 | $ | 339 | 41% | 39% | 1% | ||||||||||||||||||||||||||||||||||||||||||||||
| Nine months ended September 30, | 2024 | 2023 | Period over period change | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Home closing revenue | Home closings | ASP of homes closed | Home closing revenue | Home closings | ASP of homes closed | Home closing revenue | Home closings | ASP of homes closed | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Alabama | $ | 121,020 | 406 | $ | 298 | $ | 75,915 | 261 | $ | 291 | 59% | 56% | 2% | |||||||||||||||||||||||||||||||||||||||||||||||||
| Atlanta | 264,174 | 764 | 346 | 250,772 | 769 | 326 | 5% | (1)% | 6% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Charlotte | 60,886 | 159 | 383 | 42,026 | 117 | 359 | 45% | 36% | 7% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Houston | 86,108 | 266 | 324 | 10,260 | 31 | 331 | 739% | 758% | (2)% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nashville | 63,834 | 173 | 369 | 77,602 | 214 | 363 | (18)% | (19)% | 2% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Raleigh | 91,955 | 263 | 350 | 90,729 | 251 | 361 | 1% | 5% | (3)% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | —% | —% | —% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 687,977 | 2,031 | $ | 339 | $ | 547,304 | 1,643 | $ | 333 | 26% | 24% | 2% | |||||||||||||||||||||||||||||||||||||||||||||||||
Cost of home closings
Cost of home closings for the three months ended September 30, 2024, was $204.1 million, an increase of $63.6 million, or 45%, from $140.5 million for the three months ended September 30, 2023, which was primarily driven by a
34
39% increase in home closings and an 4% increase in the average cost of home closings. Cost of home closings for the nine months ended September 30, 2024, was $505.8 million, an increase of $116.8 million, or 30%, from $389.0 million for the nine months ended September 30, 2023, which was primarily driven by a 24% increase in home closings and a 5% increase in the average cost of home closings.
Home closing gross profit
Home closing gross profit for the three months ended September 30, 2024 was $73.7 million, an increase of $16.6 million, or 29%, from $57.1 million for the three months ended September 30, 2023. Home closing gross margin, expressed as a percentage and calculated as home closing gross profit divided by home closing revenue, was 26.5% in the three months ended September 30, 2024 compared to 28.9% in the same period in 2023. Home closing gross profit for the nine months ended September 30, 2024 was $182.2 million, an increase of $23.9 million, or 15%, from $158.3 million for the nine months ended September 30, 2023. Home closing gross margin was 26.5% in the nine months ended September 30, 2024 compared to 28.9% in the same period in 2023.
The decrease in home closing gross margin for the three and nine months ended September 30, 2024 was primarily driven by increases of 4% and 5% in the average cost of home closings, respectively, partially offset by increases of 1% and 2% in the ASP of homes closed, respectively.
Selling, general, and administrative costs
Selling, general, and administrative costs for the three months ended September 30, 2024 were $34.1 million, an increase of $11.2 million, or 49%, from $23.0 million for the three months ended September 30, 2023. Selling, general, and administrative costs for the nine months ended September 30, 2024 were $93.5 million, an increase of $28.8 million, or 45%, from $64.7 million for the nine months ended September 30, 2023.
The increase for the three and nine months ended September 30, 2024 compared to the same periods of the prior year was primarily due to an increase in sales commissions and advertising costs associated with our increase in homes closed and related home closing revenue, increased payroll and performance-based bonus compensation expenses on higher employee headcount, stock compensation expense, and additional overhead related to our Devon Street Homes Acquisition.
Equity in income from unconsolidated entities
Equity in income from unconsolidated entities consists of our portion of income from our interest in the title company in which we hold a 49% interest and which operates in certain of our markets to provide title insurance to our homebuyers. For the three and nine months ended September 30, 2024, equity in income from unconsolidated entities increased slightly from the three and nine months ended September 30, 2023, due to slightly higher title insurance revenue generated by the joint venture.
Interest expense
Interest expense is comprised of interest incurred, but not capitalized on our Prior Credit Facility, Amended Credit Facility, other borrowings, and amortization of debt issuance costs. Our interest expense increased $0.1 million to $0.6 million for the three months ended September 30, 2024 from $0.5 million for the three months ended September 30, 2023. Our interest expense increased $0.9 million to $1.9 million for the nine months ended September 30, 2024 from $1.0 million for the nine months ended September 30, 2023.
The increase in interest expense for the three and nine months ended September 30, 2024 was primarily driven by an increase in unused fees incurred on our Prior Credit Facility and Amended Credit Facility, amortization of deferred financing costs on our Amended Credit Facility, and interest on the note payable related to the Devon Street Homes Acquisition.
Other (income) expense, net
Other (income) expense, net primarily consists of interest income, credit card rebates, insurance settlements, changes in fair value of contingent consideration related to the Devon Street Homes Acquisition, and other miscellaneous income and expenses. For the three months ended September 30, 2024, other income, net increased by $0.2 million from
35
$49,000 to $0.2 million, which was primarily driven by an increase in interest income on our cash and cash equivalents. For the nine months ended September 30, 2024, other income, net decreased by $1.0 million, respectively, from other income, net of $0.2 million to other expense, net of $0.8 million, which was primarily driven by the change in fair value of the contingent consideration liability related to the Devon Street Homes Acquisition during the nine months ended September 30, 2024.
Provision for income taxes
After consummation of the IPO, Smith Douglas Homes Corp. became subject to U.S. federal, state, and local income taxes with respect to its allocable share of taxable income of Smith Douglas Holdings LLC assessed at the prevailing corporate tax rates. Smith Douglas Holdings LLC operates as a limited liability company and is treated as a partnership for income tax purposes. Accordingly, it incurs no significant liability for federal or state income taxes, since the taxable income or loss is passed through to its members.
Net income
The following table sets forth net income by reportable segment for the periods presented (in thousands):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | Period over period change | 2024 | 2023 | Period over period change | |||||||||||||||||||||||||||||||||
| Alabama | $ | 4,188 | $ | 3,882 | $ | 306 | $ | 14,351 | $ | 7,558 | $ | 6,793 | ||||||||||||||||||||||||||
| Atlanta | 28,929 | 21,282 | 7,647 | 61,512 | 64,210 | (2,698) | ||||||||||||||||||||||||||||||||
| Charlotte | 5,120 | 2,303 | 2,817 | 9,124 | 6,616 | 2,508 | ||||||||||||||||||||||||||||||||
| Houston | 4,305 | 869 | 3,436 | 11,117 | 869 | 10,248 | ||||||||||||||||||||||||||||||||
| Nashville | 2,707 | 4,787 | (2,080) | 7,809 | 12,519 | (4,710) | ||||||||||||||||||||||||||||||||
| Raleigh | 5,770 | 6,795 | (1,025) | 15,787 | 19,641 | (3,854) | ||||||||||||||||||||||||||||||||
| Segment total | 51,019 | 39,918 | 11,101 | 119,700 | 111,413 | 8,287 | ||||||||||||||||||||||||||||||||
Other(1) | (13,195) | (5,985) | (7,210) | (36,656) | (17,913) | (18,743) | ||||||||||||||||||||||||||||||||
| Total | $ | 37,824 | $ | 33,933 | $ | 3,891 | $ | 83,044 | $ | 93,500 | $ | (10,456) | ||||||||||||||||||||||||||
(1)Other primarily includes homebuilding operations in non-reportable segments, corporate overhead costs, such as payroll and benefits, business insurance, information technology, office costs, outside professional services and travel costs, and certain other amounts that are not allocated to the reportable segments.
Net income for the three months ended September 30, 2024 increased by $3.9 million, or 11% from the same period of the prior year. The increase was primarily due to an increase of $16.6 million in home closing gross profit, partially offset by an increase of $11.2 million in selling, general and administrative costs due to higher commissions and advertising costs and $1.8 million of income tax expense incurred for the three months ended September 30, 2024 as a result of our IPO and Reorganization Transactions.
Net income for the nine months ended September 30, 2024 decreased by $10.5 million, or 11% from the same period of the prior year. The decrease was primarily due to an increase of $28.8 million in selling, general and administrative costs due to higher commissions and advertising costs and $3.8 million of income tax expense incurred for the nine months ended September 30, 2024 as a result of our IPO and Reorganization Transactions, partially offset by an increase in home closing gross profit of $23.9 million.
Alabama: The $0.3 million and $6.8 million increases in net income for the three and nine months ended September 30, 2024 compared to the same periods in the prior year were primarily due to an increase in home closing revenue and gross profit due to increases in homes closed of 13% and 56%, respectively, and increases in ASP of homes closed of 1% and 2%, respectively, partially offset by increases in selling, general, and administrative costs.
Atlanta: The $7.6 million increase in net income for the three months ended September 30, 2024 compared to the same period in the prior year was primarily due to a 51% increase in homes closed partially offset by a 5% increase in the average cost of homes closed and additional selling, general and administrative costs associated with increased home
36
closing revenue. The $2.7 million decrease in net income for the nine months ended September 30, 2024 compared to the same period in the prior year was primarily due to a slight decrease in home closings of 1%, partially offset by an increase in ASP of homes closed of 6%.
Charlotte: Net income in Charlotte increased $2.8 million and $2.5 million, respectively, for the three and nine months ended September 30, 2024 compared to the same periods of the prior year due to slight increases in home closing gross profit of 86% and 33%, respectively, offset by increases in selling, general, and administrative costs of 43% and 26%, respectively.
Houston: Net income in Houston increased $3.4 million and $10.2 million for the three and nine months ended September 30, 2024 compared to the same periods of the prior year, which is primarily due to the prior year only reflecting results of operations for a partial year beginning with the Devon Street Homes Acquisition which occurred on July 31, 2023.
Nashville: The $2.1 million and $4.7 million decreases in net income for the three and nine months ended September 30, 2024 compared to the same periods in the prior year were primarily due to decreases in the number of homes closed of 26% and 19%, respectively, and increases in the average cost of homes closed of 12% and 6%, respectively.
Raleigh: The $1.0 million and $3.9 million decreases in net income for the three and nine months ended September 30, 2024 compared to the same periods in the prior year were primarily due to decreases in home closing gross profit of 5% and 10%, respectively, and increases in selling, general, and administrative costs of 20% and 17%, respectively.
Backlog homes
The following table sets forth our backlog homes and contract value and ASP of backlog homes by reportable segment for the periods presented, along with their period-to-period change (dollar amounts in thousands):
| As of September 30, | 2024 | 2023 | Period over period change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Backlog homes | Contract value of backlog homes | ASP of backlog homes | Backlog homes | Contract value of backlog homes | ASP of backlog homes | Backlog homes | Contract value of backlog homes | ASP of backlog homes | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Alabama | 173 | $ | 50,321 | $ | 291 | 257 | $ | 78,431 | $ | 305 | (33)% | (36)% | (5)% | ||||||||||||||||||||||||||||||||||||||||||||||
| Atlanta | 363 | 126,406 | 348 | 359 | 119,157 | 332 | 1% | 6% | 5% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Charlotte | 104 | 42,454 | 408 | 68 | 26,448 | 389 | 53% | 61% | 5% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Houston | 168 | 55,392 | 330 | 101 | 34,266 | 339 | 66% | 62% | (3)% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Nashville | 36 | 14,983 | 416 | 107 | 38,881 | 363 | (66)% | (61)% | 15% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Raleigh | 117 | 42,479 | 363 | 150 | 53,256 | 355 | (22)% | (20)% | 2% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | —% | —% | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | 961 | $ | 332,035 | $ | 346 | 1,042 | $ | 350,439 | $ | 336 | (8)% | (5)% | 3% | ||||||||||||||||||||||||||||||||||||||||||||||
37
Controlled lots
The following table sets forth our total controlled lots, which includes both our owned and optioned lots, by reportable segment as of the periods set forth below:
| As of September 30, | 2024 | 2023 | Period over period change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Owned(1) | Optioned | Total Controlled | Owned(1) | Optioned | Total Controlled | Owned(1) | Optioned | Total Controlled | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Alabama | 390 | 1,388 | 1,778 | 329 | 1,578 | 1,907 | 19% | (12)% | (7)% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Atlanta | 567 | 7,950 | 8,517 | 318 | 4,612 | 4,930 | 78% | 72% | 73% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Charlotte | 141 | 2,339 | 2,480 | 67 | 1,101 | 1,168 | 110% | 112% | 112% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Houston | 364 | 1,713 | 2,077 | 242 | 1,157 | 1,399 | 50% | 48% | 48% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Nashville | 84 | 913 | 997 | 166 | 816 | 982 | (49)% | 12% | 2% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Raleigh | 200 | 1,491 | 1,691 | 178 | 1,015 | 1,193 | 12% | 47% | 42% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | 338 | 338 | — | — | — | 100% | 100% | 100% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | 1,746 | 16,132 | 17,878 | 1,300 | 10,279 | 11,579 | 34% | 57% | 54% | ||||||||||||||||||||||||||||||||||||||||||||||||||
(1)Includes homes under construction and owned lots.
Non-GAAP Financial Measures
In addition to our results determined in accordance with GAAP, we have provided information in this Quarterly Report on Form 10-Q relating to “adjusted home closing gross profit,” “adjusted home closing gross margin,” “adjusted net income,” “EBITDA”, “EBITDA margin”, “adjusted EBITDA”, “adjusted EBITDA margin”, and “net debt-to-net book capitalization.” We believe these non-GAAP financial measures are useful in evaluating our operating performance.
We report our financial results in accordance with GAAP. However, management believes that certain non-GAAP financial measures provide users of our financial information with additional useful information in evaluating our performance and to more readily compare these financial measures between past and future periods. There are limitations to the use of the non-GAAP financial measures presented in this Quarterly Report on Form 10-Q. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.
Adjusted home closing gross profit and adjusted home closing gross margin
Adjusted home closing gross profit and adjusted home closing gross margin are non-GAAP financial measures used by management as supplemental measures in evaluating operating performance. We define adjusted home closing gross profit as home closing revenue less cost of home closings, excluding capitalized interest charged to cost of home closings, impairment charges and adjustments resulting from the application of purchase accounting included in cost of sales, if applicable. We define adjusted home closing gross margin as adjusted home closing gross profit as a percentage of home closing revenue. Management believes this information is meaningful because it isolates the impact that capitalized interest has on home closing gross margin. However, because adjusted home closing gross profit and adjusted home closing gross margin information excludes capitalized interest, which has real economic effects and could impact our results of operations, the utility of adjusted home closing gross profit and adjusted home closing gross margin information as a measure of our operating performance may be limited. In addition, other companies may not calculate adjusted home closing gross profit and adjusted home closing margin information in the same manner we do. Accordingly, adjusted home closing gross profit and adjusted home closing gross margin information should be considered only as a supplement to home closing gross profit and home closing gross margin information as a measure of our performance.
38
The following table presents a reconciliation of adjusted home closing gross profit and adjusted home closing gross margin to the GAAP financial measure of home closing gross profit and home closing gross margin for each of the periods indicated (amounts in thousands):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Home closing revenue | $ | 277,835 | $ | 197,638 | $ | 687,977 | $ | 547,304 | ||||||||||||||||||
| Cost of home closings | 204,140 | 140,548 | 505,764 | 388,983 | ||||||||||||||||||||||
Home closing gross profit(1) | $ | 73,695 | $ | 57,090 | $ | 182,213 | $ | 158,321 | ||||||||||||||||||
| Capitalized interest charged to cost of home closings | 351 | 547 | 1,405 | 1,502 | ||||||||||||||||||||||
| Purchase accounting adjustments included in cost of home closings | (410) | — | (670) | — | ||||||||||||||||||||||
| Adj. home closing gross profit | $ | 73,636 | $ | 57,637 | $ | 182,948 | $ | 159,823 | ||||||||||||||||||
Home closing gross margin(2) | 26.5% | 28.9% | 26.5% | 28.9% | ||||||||||||||||||||||
Adj. home closing gross margin(2) | 26.5% | 29.2% | 26.6% | 29.2% | ||||||||||||||||||||||
(1)Home closing gross profit is home closing revenue less cost of home closings.
(2)Calculated as a percentage of home closing revenue.
Our adjusted home closing gross profit increased while adjusted home closing gross margin decreased from both the three and nine months ended September 30, 2023 to the same periods in 2024. The increase in adjusted home closing gross profit primarily results from increases in home closings of 39% and 24%, respectively. The decrease in adjusted home closing gross margin is driven by increases in the average cost of home closings of 4% and 5%, respectively, partially offset by increases in the ASP of homes closed of 1% and 2%, respectively.
Adjusted net income
Adjusted net income is not a measure of net income or net income margin as determined by GAAP. Adjusted net income is a supplemental non-GAAP financial measure used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders, and rating agencies. We define adjusted net income as net income adjusted for the tax impact using a 24.5% federal and state blended tax rate (assuming 100% public ownership to adjust for the impact of taxes on earnings attributable to Smith Douglas Holdings LLC as if Smith Douglas Holdings LLC was a subchapter C corporation in the periods presented).
Management believes adjusted net income is useful because it allows management to more effectively evaluate our operating performance and comparability to industry peers who record income tax expense on their income before tax as opposed to the income of Smith Douglas Holdings LLC not being taxed at the entity level and, therefore, not reflecting a charge against earnings for income tax expense. Adjusted net income should not be considered as an alternative to, or more meaningful than, net income or any other measure as determined in accordance with GAAP. Our computation of adjusted net income may not be comparable to adjusted net income of other companies. We present adjusted net income because we believe it provides useful information regarding our comparability to peers.
The following table presents a reconciliation of adjusted net income to the GAAP financial measure of net income for each of the periods indicated (in thousands):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Net income | $ | 37,824 | $ | 33,933 | $ | 83,044 | $ | 93,500 | ||||||||||||||||||
| Provision for income taxes | 1,761 | — | 3,814 | — | ||||||||||||||||||||||
| Income before income taxes | 39,585 | 33,933 | 86,858 | 93,500 | ||||||||||||||||||||||
Tax-effected adjustments(1) | 9,710 | 8,324 | 21,306 | 22,936 | ||||||||||||||||||||||
| Adjusted net income | $ | 29,875 | $ | 25,609 | $ | 65,552 | $ | 70,564 | ||||||||||||||||||
39
(1)For the three and nine months ended September 30, 2024 and 2023, our tax expenses assumes a 24.5% federal and state blended tax rate (assuming 100% public ownership to adjust for the impact of taxes on earnings attributable to Smith Douglas Holdings LLC as if Smith Douglas Holdings LLC was a subchapter C corporation in the periods presented).
EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin
EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin are not measures of net income or net income margin as determined by GAAP. EBITDA and adjusted EBITDA are supplemental non-GAAP financial measures used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders, and rating agencies. We define EBITDA as net income before (i) interest income, (ii) capitalized interest charged to cost of home closings, (iii) interest expense, (iv) income tax expense, and (v) depreciation. We define EBITDA margin as EBITDA as a percentage of home closing revenue. We define adjusted EBITDA as net income before (i) interest income, (ii) capitalized interest charged to cost of home closings, (iii) interest expense, (iv) income tax expense, (v) depreciation, (vi) adjustments resulting from the application of purchase accounting included in cost of sales, and (vii) adjustments resulting from the application of purchase accounting included in other (income) expense, net. We define adjusted EBITDA margin as adjusted EBITDA as a percentage of home closing revenue.
Management believes EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin are useful because they allow management to more effectively evaluate our operating performance and compare our results of operations from period to period without regard to our financing methods or capital structure, or other items that impact comparability of financial results from period to period. EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin should not be considered as alternatives to, or more meaningful than, net income, net income margin, or any other measure as determined in accordance with GAAP. Our computation of EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin may not be comparable to EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin of other companies. We present EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin because we believe they provide useful information regarding the factors and trends affecting our business.
The following table presents a reconciliation of EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin to the GAAP financial measure of net income and net income margin for each of the periods indicated:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Net income | $ | 37,824 | $ | 33,933 | $ | 83,044 | $ | 93,500 | ||||||||||||||||||
| Capitalized interest charged to cost of home closings | 351 | 547 | 1,405 | 1,502 | ||||||||||||||||||||||
| Interest expense | 614 | 476 | 1,903 | 1,022 | ||||||||||||||||||||||
| Interest income | (224) | (35) | (592) | (116) | ||||||||||||||||||||||
| Provision for income taxes | 1,761 | — | 3,814 | — | ||||||||||||||||||||||
| Depreciation | 419 | 295 | 1,128 | 798 | ||||||||||||||||||||||
| EBITDA | $ | 40,745 | $ | 35,216 | $ | 90,702 | $ | 96,706 | ||||||||||||||||||
| Purchase accounting adjustments included in cost of home closings | (410) | — | (670) | — | ||||||||||||||||||||||
| Purchase accounting adjustments included in other (income) expense, net | — | — | 1,308 | — | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 40,335 | $ | 35,216 | $ | 91,340 | $ | 96,706 | ||||||||||||||||||
Net income margin(1) | 13.6% | 17.2% | 12.1% | 17.1% | ||||||||||||||||||||||
EBITDA margin(1) | 14.7% | 17.8% | 13.2% | 17.7% | ||||||||||||||||||||||
Adjusted EBITDA margin(1) | 14.5% | 17.8% | 13.3% | 17.7% | ||||||||||||||||||||||
(1)Calculated as a percentage of home closing revenue.
Our EBITDA and adjusted EBITDA increased from the three months ended September 30, 2023 to the same period in 2024, primarily as a result of a 11% increase in net income and $1.8 million increase in provision for income taxes after our IPO and Reorganization Transactions. EBITDA margin and adjusted EBITDA margin decreased from the
40
three months ended September 30, 2023 to the same period in 2024, primarily as a result of a 2.4% decrease in home closing gross margin.
For the nine months ended September 30, 2024 compared to the same period in 2023, EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin decreased primarily as a result of a decrease in net income of 11% partially offset by an increase in interest expense of $0.9 million and an increase in provision for income taxes of $3.8 million. A decrease in home closing margin of 2.4% also contributed to the decreases in EBITDA margin and adjusted EBITDA margin.
Net debt-to-net book capitalization
Net debt-to-net book capitalization is a supplemental measure of our leverage that is not required by, or presented in accordance with, GAAP and should not be considered as an alternative to debt-to-book capitalization or any other measure derived in accordance with GAAP. We caution investors that amounts presented in accordance with our definition of net debt-to-net book capitalization may not be comparable to similar measures disclosed by our competitors because not all companies and analysts calculate this non-GAAP financial measure in the same manner. We present this non-GAAP financial measure because we consider it to be an important supplemental measure of our leverage and believe it is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry.
We define net debt-to-net book capitalization as:
•Total debt, less cash and cash equivalents, divided by
•Total debt, less cash and cash equivalents, plus stockholders’ equity.
This non-GAAP financial measure has limitations as an analytical tool in that it subtracts cash and cash equivalents and therefore may imply that the Company has less debt than the most comparable measure determined in accordance with GAAP. Because of this limitation, this non-GAAP financial measure should be considered along with other financial measures presented in accordance with GAAP. The presentation of this non-GAAP financial measure is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. We have reconciled this non-GAAP financial measure with the most directly comparable GAAP financial measure in the following table:
| As of (in thousands, except percentages) | September 30, 2024 | December 31, 2023 | ||||||||||||
| Notes payable | $ | 3,463 | $ | 75,627 | ||||||||||
| Stockholders’/ Members’ equity | 372,360 | 208,903 | ||||||||||||
| Total capitalization | $ | 375,823 | $ | 284,530 | ||||||||||
| Debt-to-book capitalization | 0.9% | 26.6% | ||||||||||||
| Notes payable | $ | 3,463 | $ | 75,627 | ||||||||||
| Less: cash and cash equivalents | 23,716 | 19,777 | ||||||||||||
| Net debt | (20,253) | 55,850 | ||||||||||||
| Stockholders’/ Members’ equity | 372,360 | 208,903 | ||||||||||||
| Total net capitalization | $ | 352,107 | $ | 264,753 | ||||||||||
| Net debt-to-net book capitalization | (5.8)% | 21.1% | ||||||||||||
Liquidity and Capital Resources
IPO
On January 16, 2024, in connection with our IPO, we issued and sold 8,846,154 shares of our Class A common stock at a price to the public of $21.00 per share, resulting in gross proceeds to us of approximately $185.8 million and net proceeds to us of approximately $172.8 million, after deducting the underwriting discount of approximately $13.0 million. We used the net proceeds from the IPO to: (i) purchase 6,410,257 newly issued LLC Interests for approximately $125.2
41
million directly from Smith Douglas Holdings LLC at a price per unit equal to the IPO price per share of Class A common stock less the underwriting discount; and (ii) purchase 2,435,897 LLC Interests from the Continuing Equity Owners on a pro rata basis for $47.6 million in aggregate at a price per unit equal to the IPO price per share of Class A common stock less the underwriting discount).
We only retained the net proceeds that were used to purchase newly issued LLC Interests from Smith Douglas Holdings LLC, which, in turn, Smith Douglas Holdings LLC used as follows: (i) to repay approximately $84.0 million of borrowings outstanding under our Prior Credit Facility as part of the Refinancing, (ii) redeem all outstanding Class C Units and Class D Units of Smith Douglas Holdings LLC at par aggregating $2.6 million, (iii) repay $0.9 million in notes payable to related parties, and (iv) the remainder for general corporate purposes. We may also use a portion of the net proceeds to acquire or invest in businesses, products, services, or technologies; however, we do not have agreements or commitments for any material acquisitions or investments at this time.
Overview
As of September 30, 2024, we had $23.7 million of cash and cash equivalents. We believe existing cash and cash equivalents, availability under our Amended Credit Facility and positive cash flows from operations will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. We have historically generated cash and fund our operations primarily from cash flows from operating activities as well as availability under our credit facilities and other borrowings. We exercise strict controls and have a prudent strategy for our cash management, including those related to cash outlays for lot acquisitions and deposits on lot-option contracts. We require multiple party account control and authorization for payments. We competitively bid each phase of the development and construction process and closely manage production schedules and payments. Land acquisitions are reviewed and analyzed by our senior management team and ultimately approved by our Chief Executive Officer and Chief Financial Officer. Additionally, our land-light business model reduces our upfront capital requirements and generally provides for “just-in-time” lot delivery, which better aligns our pace of home orders and home starts. Our principal uses of cash include deposits on lot-option contracts, acquisition of finished lots, home construction, operating expenses, and the payment of interest and routine liabilities.
In the coming 12 months, our primary funding needs will revolve around the construction of homes, acquisition of finished lots under new and existing contracts, and operating expenses. Additionally, we may seek to use our capital to enter new markets through acquisition or greenfield startup if we believe such markets fit our business model. To address these short-term liquidity requirements, we anticipate relying on our existing cash and cash equivalents, as well as the net cash flows generated by our operations and availability under our Amended Credit Facility.
However, the opportunity to purchase substantially finished lots in desired locations is becoming increasingly more competitive. As a result, we remain open to seeking additional capital if necessary to enhance our liquidity position, further enable the acquisition of additional finished lot inventory in anticipation of improving market conditions and the competitive landscape and fortify our long-term capital structure.
Looking beyond the next 12 months, our primary funding needs will continue to center around home construction, finished lot acquisitions necessary to maintain a minimum four-year lot supply, growing active community count, growth into new and existing markets, and interest payments on our Amended Credit Facility. We expect our existing cash reserves, along with generated cash flows and availability under our Amended Credit Facility, will be sufficient to fund our ongoing operational activities and provide the necessary capital for future lot purchases and related growth strategies.
To the extent our current liquidity is insufficient to fund future activities, we may need to raise additional funds, such as refinancing or securing new secured or unsecured debt, common and preferred equity, disposing of certain assets to fund our operations, and/or other public or private sources of capital. If we raise additional funds by issuing equity securities, the ownership of our existing stockholders will be diluted. The incurrence of additional debt financing would result in debt service obligations, and any future instruments governing such debt could provide for operating and financing covenants that could restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all. See Part I, Item 1A. Risk Factors—General Risk Factors—Access to financing sources may not be available on favorable terms, or at all, especially in light of current market conditions, which could adversely affect our ability to maximize our returns of our Annual Report.
42
Prior Credit Facility
On October 28, 2021, certain of our wholly-owned subsidiaries entered into a $175.0 million unsecured revolving credit facility with Wells Fargo Bank, National Association, as administrative agent for the Lenders, as amended on December 19, 2022, and as amended concurrently with the consummation of the IPO to the Amended Credit Facility. Smith Douglas Holdings LLC and Smith Douglas Homes Corp. were not parties to the Prior Credit Facility. Concurrently with the consummation of the IPO, we repaid the Prior Credit Facility.
Amended Credit Facility
Concurrently with the consummation of the IPO and pursuant to the Refinancing, Smith Douglas Holdings LLC and certain of its wholly-owned subsidiaries entered into the Amended Credit Facility, which amended and replaced the Prior Credit Facility, and conducted the Debt Repayment, pursuant to which we used a portion of the net proceeds from the IPO to repay the $84.0 million outstanding under our Prior Credit Facility. Smith Douglas Homes Corp. is not a party to the Amended Credit Facility.
The Amended Credit Facility, among other things, increases the aggregate principal amount of our revolving credit commitments to $250.0 million and extends the maturity date to January 16, 2027, provided that the borrowers may request a one-year extension of its maturity date. The Amended Credit Facility also includes a $100.0 million accordion feature, subject to additional commitments, and provides that up to $20.0 million may be used for letters of credit.
The borrowings and letters of credit outstanding under the Amended Credit Facility may not exceed the borrowing base as defined in the Amended Credit Facility. The borrowing base primarily consists of a percentage of commercial land, land held for development, lots under development and finished lots held by Smith Douglas Holdings LLC and certain of its wholly-owned subsidiaries.
Borrowings under the Amended Credit Facility bear interest, at the borrower’s option, at either a base rate or SOFR (which may be a daily simple rate or based on 1-, 3- or 6-month interest periods, in each case at the borrower’s option), plus an applicable margin. The applicable margin will range from 2.35% to 3.00% based on our leverage ratio as determined in accordance with a pricing grid defined in the Amended Credit Facility and is subject to a floor of 0.00%. Interest is payable in arrears on the last business day of each month or at the end of each 1-, 3- or 6-month interest period, as applicable.
The Amended Credit Facility is unsecured. Upon the occurrence of certain triggers set forth in the Amended Credit Facility, Smith Douglas Homes Corp. may be required to provide a guarantee of the obligations of Smith Douglas Holdings LLC and the other borrowers under the Amended Credit Facility.
The Amended Credit Facility contains certain financial covenants, among others, including requirements to maintain (i) a minimum tangible net worth equal to the sum of (a) $130.0 million, (b) 32.5% of positive pre-tax income earned in any fiscal quarter after June 30, 2023, (c) 75% of the equity proceeds of Smith Douglas Homes Corp. and its subsidiaries from the IPO and (d) 50% of new equity proceeds of Smith Douglas Homes Corp. and its subsidiaries after the IPO, (ii) a maximum leverage ratio of 60%, (iii) a minimum ratio of EBITDA to interest incurred of 2.00 to 1.00, and (iv) a minimum liquidity requirement of $15.0 million. The Amended Credit Facility also contains various covenants that, among other restrictions, limit the ability of Smith Douglas Homes LLC and the other borrowers to incur additional debt and to make certain investments and distributions. Additionally, the Amended Credit Facility contains certain covenants that restrict certain activities of Smith Douglas Homes Corp. The Amended Credit Facility also contains customary events of default relating to, among other things, failure to make payments, breach of covenants and breach of representations. If an event of default occurs and is continuing, the borrowers may be required immediately to repay all amounts outstanding under the Amended Credit Facility. As of September 30, 2024, we were in compliance with all covenants related to the Amended Credit Facility.
As of September 30, 2024, there were no outstanding borrowings or letters of credit under the Amended Credit Facility.
The foregoing description of the Amended Credit Facility is qualified in its entirety by reference to the Amended Credit Facility, a copy of which is filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024.
43
Additional liquidity requirements
We are a holding company and have no material assets other than our ownership of LLC Interests. We have no independent means of generating revenue. The Smith Douglas LLC Agreement provides for the payment of certain distributions to the Continuing Equity Owners and to us in amounts sufficient to cover the income taxes imposed on such members with respect to the allocation of taxable income from Smith Douglas Holdings LLC as well as to cover our obligations under the Tax Receivable Agreement and other administrative expenses.
Regarding the ability of Smith Douglas Holdings LLC to make distributions to us, the terms of their financing arrangements (including the Amended Credit Facility) contain covenants that may restrict Smith Douglas Holdings LLC or its subsidiaries from paying such distributions, subject to certain exceptions. Further, Smith Douglas Holdings LLC is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Smith Douglas Holdings LLC (with certain exceptions), as applicable, exceed the fair value of its assets.
In addition, under the Tax Receivable Agreement, we are required to make cash payments to the Continuing Equity Owners equal to 85% of the tax benefits, if any, that we actually realize (or in certain circumstances are deemed to realize), as a result of (i) Basis Adjustments; (ii) Section 704(c) Allocations; and (iii) certain tax benefits (such as interest deductions) arising from payments made under the Tax Receivable Agreement. We expect the amount of the cash payments that we will be required to make under the Tax Receivable Agreement will be significant. The actual amount and timing of any payments under the Tax Receivable Agreement will vary depending upon a number of factors, including the timing of redemptions or exchanges by the Continuing Equity Owners, the amount of gain recognized by the Continuing Equity Owners, the amount and timing of the taxable income we generate in the future, and the federal tax rates then applicable. Any payments made by us to the Continuing Equity Owners under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us.
Additionally, in the event we declare any cash dividends, we intend to cause Smith Douglas Holdings LLC to make distributions to us in amounts sufficient to fund such cash dividends declared by us to our stockholders. Deterioration in the financial condition, earnings, or cash flow of Smith Douglas Holdings LLC for any reason could limit or impair their ability to pay such distributions.
If we do not have sufficient funds to pay taxes or other liabilities or to fund our operations, we may have to borrow funds, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. To the extent we are unable to make payments under the Tax Receivable Agreement for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement. In addition, if Smith Douglas Holdings LLC does not have sufficient funds to make distributions, our ability to declare and pay cash dividends will also be restricted or impaired.
See Part I—Item 1A. Risk Factors—Risks Related to our Organizational Structure and Part III, Item 13. Certain Relationships and Related Transactions, and Director Independence of our Annual Report.
Cash flows from operating, investing, and financing activities – comparison for the nine months ended September 30, 2024 and 2023
The following table summarizes our cash flows for the periods presented (in thousands):
| Nine months ended September 30, | 2024 | 2023 | ||||||||||||
| Net cash provided by operating activities | $ | 13,655 | $ | 54,958 | ||||||||||
| Net cash used in investing activities | (3,780) | (75,631) | ||||||||||||
| Net cash (used in) provided by financing activities | (5,936) | 1,512 | ||||||||||||
| Net increase (decrease) in cash and cash equivalents | 3,939 | (19,161) | ||||||||||||
| Cash and cash equivalents, beginning of period | 19,777 | 29,601 | ||||||||||||
| Cash and cash equivalents, end of period | $ | 23,716 | $ | 10,440 | ||||||||||
44
Operating activities
We generated approximately $13.7 million and $55.0 million in net cash from operating activities for the nine months ended September 30, 2024 and 2023, respectively. Operating cash flows for the nine months ended September 30, 2024 benefited from cash generated by net income of $83.0 million, non-cash operating expenses of $7.9 million, and a $6.2 million increase in accounts payable, which were partially offset by a $61.5 million increase in real estate inventory and $23.1 million increase in deposits on real estate under option or contract. Operating cash flows for the nine months ended September 30, 2023 benefited from cash generated by net income of $93.5 million and non-cash operating expenses of $2.8 million, which were primarily offset by a $34.3 million increase in real estate inventory and $6.5 million increase in deposits on real estate under option or contract.
Investing activities
We used approximately $3.8 million and $75.6 million in net cash in investing activities for the nine months ended September 30, 2024 and 2023, respectively. The net cash used in investing activities during the nine months ended September 30, 2024 was primarily due to purchases of property and equipment and investments in unconsolidated entities. The net cash used in investing activities during the nine months ended September 30, 2023 was primarily due to $74.9 million used to fund the Devon Street Homes Acquisition.
Financing activities
Net cash (used in) provided by financing activities was approximately $(5.9) million and $1.5 million for the nine months ended September 30, 2024 and 2023, respectively. The $7.4 million increase in cash used in financing activities was primarily attributable to net proceeds from the IPO and Reorganization Transactions of $115.7 million and a $30.9 million decrease in distributions to members of Smith Douglas Holdings LLC, partially offset by a $127.0 million increase in net repayments under revolving credit facility and a $23.3 million increase in net cash used in in real estate not owned transactions.
Material Cash Commitments
There have been no material changes to the material cash commitments described in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report.
Off-Balance Sheet Arrangements
While using land bankers and third-party developers as part of our land-light operating strategy comes at an additional cost, we believe our lot acquisition strategy reduces our operating and financial risk relative to other homebuilders that own and develop a higher percentage of their land supply. As of September 30, 2024, we had 611 owned unstarted lots in real estate inventory on our balance sheet which represented only 3.4% of our total controlled lot supply.
Under the umbrella of our land-light strategy, we generally seek to avoid engaging in land development. Where possible, we prefer to work with third-party developers that will sell us finished lots under lot-option contracts. In situations where we cannot find a developer partner, we will work with third-party land bankers. Under these land bank arrangements, we typically assign the land or lots we have under contract to the land banker. The land banker will acquire the land or lots directly, and if land development is necessary, we will simultaneously enter into a development agreement to complete the lots for the land banker. Additionally, we will enter a lot-option contract to acquire the finished lots on a takedown to match our projected sales absorption and starts pace. Typically, we are required to put up a deposit ranging between 5-20% on our lot-option contracts.
Our asset-light and capital efficient lot acquisition strategy is intended to avoid the financial commitments and risks associated with direct land ownership and land development by allowing us to control a significant number of lots for a relatively low capital cost. These option contracts generally allow us, at our option, to forfeit our right to purchase the lots controlled by these option contracts for any reason, and our sole legal obligation and economic loss as a result of such forfeitures is limited to the amount of the deposits paid pursuant to such option contracts and, in the case of land bank option contracts, any related fees paid to the land bank partner. We do not have any financial guarantees and we typically do not guarantee lot purchases on a specific performance basis under these agreements. In certain circumstances, we may have a completion obligation under development agreements with land bankers where we may be at-risk for certain cost overruns.
45
As of September 30, 2024, we had $73.9 million of non-refundable cash deposits under land and lot-option contracts pertaining to 9,572 lots with a remaining aggregate purchase price of approximately $612.8 million.
Surety Bonds and Letters of Credit
From time to time, we may enter into surety bond and letter of credit arrangements with local municipalities, government agencies and developers. These arrangements relate to certain performance or maintenance-related obligations. As of September 30, 2024, there were no outstanding letters of credit. Surety bonds do not have stated expiration dates, rather, we are released from the bonds as the contractual performance is completed. These bonds, which totaled $32.7 million and $26.1 million as of September 30, 2024 and December 31, 2023, respectively, are typically outstanding over a period of approximately one to five years depending on the pace of development. If banks were to decline to issue letters of credit or surety companies were to decline to issue surety bonds, our ability to operate could be restricted and could have an adverse effect on our business and results of operations.
Critical Accounting Policies and Estimates
In preparing our financial statements in conformity with U.S. GAAP, we must make decisions that impact the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgments based on our understanding and analysis of the relevant circumstances, historical experience, and business valuations. Actual amounts could differ from those estimated at the time the consolidated financial statements are prepared.
Our significant accounting policies are described in Note 1—Description of the business and summary of significant accounting policies to our accompanying unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Some of those significant accounting policies require us to make difficult, subjective, or complex judgments or estimates. An accounting estimate is considered to be critical if it meets both of the following criteria: (i) the estimate requires assumptions about matters that are highly uncertain at the time the accounting estimate is made, and (ii) different estimates reasonably could have been used, or changes in the estimate that are reasonably likely to occur from period to period may have a material impact on the presentation of our financial condition, changes in financial condition, or results of operations. There have been no material changes to the Company’s critical accounting estimates since our Annual Report, except as described below.
Income Taxes
After consummation of the IPO, Smith Douglas Homes Corp. became subject to U.S. federal, state, and local income taxes with respect to its allocable share of taxable income of Smith Douglas Holdings LLC assessed at the prevailing corporate tax rates. Smith Douglas Holdings LLC operates as a limited liability company and is treated as a partnership for income tax purposes. Accordingly, it incurs no significant liability for federal or state income taxes since the taxable income or loss is passed through to its members.
In calculating the provision for interim income taxes, in accordance with ASC Topic 740, Income Taxes, an estimated annual effective tax rate is applied to year-to-date ordinary income. At the end of each interim period, we estimate the effective tax rate expected to be applicable for the full fiscal year. This differs from the method utilized at the end of an annual period.
For annual periods, income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, we consider whether it is more-likely-than-not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change.
We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authority, based on the technical merits of the position. As of September 30, 2024 and December 31, 2023, there were no known items which would result in a significant accrual for uncertain tax positions.
46
Non-controlling interests
After the IPO and Reorganization Transactions, we are the sole managing member of Smith Douglas Holdings LLC. The non-controlling interests in the unaudited condensed consolidated statement of income for the three and nine months ended September 30, 2024 represent the portion of earnings attributable to the economic interest in Smith Douglas Holdings LLC held by the Continuing Equity Owners. The non-controlling interests in the unaudited condensed consolidated balance sheet as of September 30, 2024 represent the portion of the net assets of the Company attributable to the Continuing Equity Owners, based on the portion of the LLC Interests owned by such unit holders. As of September 30, 2024, the non-controlling interests were 82.7%.
Recent Accounting Pronouncements
For information regarding recent accounting pronouncements, see Note 1—Description of the business and summary of significant accounting policies to our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q.
JOBS Act
We qualify as an “emerging growth company” pursuant to the provisions of the JOBS Act, enacted on April 5, 2012. Section 102 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. We are choosing to “opt out” of this provision and, as a result, we will adopt new or revised accounting standards upon or prior to required public company adoption dates. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.
We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if as an emerging growth company we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our systems of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Act, (iii) comply with the requirement of the PCAOB regarding the communication of critical audit matters in the auditor’s report on the financial statements, and (iv) disclose certain executive compensation-related items, such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. These exemptions will apply until we no longer meet the requirements of being an emerging growth company. We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1 billion in non-convertible debt during the prior three-year period.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to market risk from changes in interest rates and inflation. These market risks arise in the normal course of business. During the three months ended September 30, 2024, there have been no material changes to the information included under Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report on Form 10-K for the year ended December 31, 2023.
Item 4. Controls and Procedures.
Limitations on effectiveness of controls and procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
47
Evaluation of disclosure controls and procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10‑Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of September 30, 2024, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we are subject to mediation, arbitration, litigation, or claims arising in the ordinary course of business. The results of any current or future claims or proceedings cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and litigation costs, diversion of management resources, reputational harm, and other factors. We do not believe that any existing claims or proceedings will have a material effect on our business, consolidated financial condition or results of operations.
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the factors discussed under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by any forward-looking statements contained in this Quarterly Report on Form 10-Q. There have been no material changes in the risks affecting the Company since the filing of our Annual Report on Form 10-K for the year ended December 31, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Recent Sales of Unregistered Securities
None.
Use of Proceeds
None.
Purchases of equity securities by the issuer and affiliated purchasers
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
48
Item 5. Other Information.
(a)Disclosure in lieu of reporting on a Current Report on Form 8-K.
None.
(b)Material changes to the procedures by which security holders may recommend nominees to the board of directors.
None.
(c)Insider Trading Arrangements and Policies.
Item 6. Exhibits.
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed/ Furnished Herewith | ||||||||||||||||||||||||||||||||
| Asset Purchase Agreement, dated July 31, 2023, by and among SDH Houston LLC, Devon Street Homes, L.P., Devon Street Homes G.P., L.L.C., and John Stephen Ray, The BRR 2022 Trust U/T/A dated April 20, 2022, The CAR 2022 Trust U/T/A dated April 20, 2022 and The TTR 2022 Trust U/T/A dated April 20, 2022 | S‑1 | 333-274379 | 2.1 | 9/6/2023 | ||||||||||||||||||||||||||||||||||
| Amended and Restated Certificate of Incorporation | S-8 | 333-276503 | 4.1 | 1/12/2024 | ||||||||||||||||||||||||||||||||||
| Amended and Restated Bylaws | S‑8 | 333-276503 | 4.2 | 1/12/2024 | ||||||||||||||||||||||||||||||||||
| Specimen Class A Common Stock Certificate | S‑1 | 333‑235874 | 4.1 | 9/6/2023 | ||||||||||||||||||||||||||||||||||
| Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | * | |||||||||||||||||||||||||||||||||||||
| Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | * | |||||||||||||||||||||||||||||||||||||
| Section 1350 Certification of Chief Executive Officer | ** | |||||||||||||||||||||||||||||||||||||
| Section 1350 Certification of Chief Financial Officer | ** | |||||||||||||||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document | * | ||||||||||||||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | * | ||||||||||||||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | * | ||||||||||||||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | * | ||||||||||||||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | * | ||||||||||||||||||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * | ||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | * | ||||||||||||||||||||||||||||||||||||
49
__________________________________
*Filed herewith
**Furnished herewith
†Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item (601)(b)(10). The Registrant undertakes to furnish supplemental copies including the omitted portions upon request by the SEC.
^Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
50
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| Smith Douglas Homes Corp. | ||||||||
Date: November 12, 2024 | By: | /s/ Gregory S. Bennett | ||||||
| Gregory S. Bennett | ||||||||
| President, Chief Executive Officer, Vice Chairman, and Director | ||||||||
| (Principal Executive Officer) | ||||||||
Date: November 12, 2024 | By: | /s/ Russell Devendorf | ||||||
| Russell Devendorf | ||||||||
Executive Vice President and Chief Financial Officer | ||||||||
(Principal Financial Officer and Principal Accounting Officer) | ||||||||
51