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DIAMONDHEAD(DHHC) - 2025 Q2 - Quarterly Report
2025-08-08 11:04
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 o 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: 001-39936 United Homes Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 85-3460766 (State or ...
DIAMONDHEAD(DHHC) - 2025 Q2 - Quarterly Results
2025-08-07 11:30
Exhibit 99.1 UNITED HOMES GROUP, INC. REPORTS 2025 SECOND QUARTER RESULTS Second Quarter 2025 Highlights COLUMBIA, SC., August 7, 2025 / United Homes Group, Inc. (the "Company") (NASDAQ: UHG) today announced results for the three and six months ended June 30, 2025. Second Quarter 2025 Operating Results For the second quarter 2025, net loss was $6.3 million, or $0.11 per diluted share, which included a loss from the change in fair value of derivative liabilities of $6.2 million, with that change predominantl ...
DIAMONDHEAD(DHHC) - 2025 Q1 - Quarterly Report
2025-05-14 20:32
```markdown Part I. Financial Information [Condensed Consolidated Financial Statements](index=5&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Q1 2025 and 2024, covering balance sheets, operations, equity, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) By March 31, 2025, total assets slightly increased, while a significant reduction in derivative liabilities drove down total liabilities, leading to a notable rise in stockholders' equity | Balance Sheet Highlights (In thousands) | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$266,227** | **$265,381** | | Cash and cash equivalents | $25,016 | $22,629 | | Inventories | $138,449 | $139,270 | | **Total Liabilities** | **$179,126** | **$198,514** | | Syndicated line of credit | $53,196 | $50,196 | | Derivative liabilities | $17,836 | $39,158 | | Term loan, net | $67,230 | $67,150 | | **Total Stockholders' Equity** | **$87,101** | **$66,867** | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net income for Q1 2025 decreased to $18.2 million from $24.9 million YoY, driven by lower revenue and a smaller gain from derivative liabilities, resulting in diluted EPS falling to $0.31 | Statement of Operations (In thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Revenue, net | $87,001 | $100,838 | | Gross profit | $14,128 | $16,094 | | Net loss from operations | $(2,032) | $(960) | | Change in fair value of derivative liabilities | $21,209 | $26,380 | | **Net income** | **$18,180** | **$24,938** | | **Diluted EPS** | **$0.31** | **$0.44** | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Total stockholders' equity increased from $66.9 million to $87.1 million by March 31, 2025, primarily driven by $18.2 million in net income and $2.0 million in stock-based compensation expense - Stockholders' equity increased from **$66.9 million** on Dec 31, 2024, to **$87.1 million** on March 31, 2025[19](index=19&type=chunk) - The primary drivers of the equity increase were **$18.2 million** in net income and **$2.0 million** in stock-based compensation[19](index=19&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow significantly improved to $1.2 million generated in Q1 2025 from $17.9 million used in Q1 2024, contributing to an ending cash balance of $27.9 million | Cash Flow Summary (In thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash from operating activities | $1,221 | $(17,898) | | Net cash from investing activities | $63 | $(12,752) | | Net cash from financing activities | $1,103 | $2,629 | | **Net change in cash** | **$2,387** | **$(28,021)** | | Cash, end of period | $27,936 | $28,651 | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes provide detailed accounting policies and disclosures for financial statement items, including the land-light strategy, segment reporting, and debt financing - The company operates with a **land-light strategy**, primarily constructing single-family homes in South Carolina, North Carolina, and Georgia[25](index=25&type=chunk) - UHG has three reportable segments: **GSH South Carolina** (entry-level and first move-up homes), **Rosewood** (second and third move-up homes), and **Other** (Raleigh, NC operations and a mortgage JV)[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) - As of March 31, 2025, the company had lot deposits of **$46.9 million** related to option contracts with an aggregate remaining purchase price of **$336.8 million**[36](index=36&type=chunk) - On December 11, 2024, the company redeemed its convertible notes and financed the transaction with a new **$70.0 million** term loan[67](index=67&type=chunk)[87](index=87&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2025 performance, noting a challenging market with elevated mortgage rates that led to a 13.7% YoY revenue decrease and a 22.9% drop in net new orders, while liquidity remains sufficient | Key Metrics | Q1 2025 | Q1 2024 | % Change | | :--- | :--- | :--- | :--- | | Revenue, net | $87,001 K | $100,838 K | (13.7)% | | Home closings | 252 | 311 | (19.0)% | | Net new orders | 296 | 384 | (22.9)% | | Backlog (units) | 201 | 262 | (23.3)% | | Gross profit % | 16.2% | 16.0% | +0.2 p.p. | | Adjusted EBITDA | $2,873 K | $7,283 K | (60.6)% | - Market conditions in Q1 2025 were impacted by persistently elevated mortgage rates, macroeconomic uncertainty, and housing affordability concerns, leading to softer demand[111](index=111&type=chunk) - In response to market conditions, the company is utilizing sales incentives like mortgage rate buy-downs and executing operational improvements, including revising house plans and rebidding supplier contracts to reduce costs[112](index=112&type=chunk) - As of March 31, 2025, the company had **$25.0 million** in cash and cash equivalents and **$61.9 million** in unused capacity on its Syndicated Line, which management believes is sufficient for its needs[145](index=145&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate sensitivity, which impacts housing demand and borrowing costs, with a 100 basis point rate increase estimated to reduce annual net income by $1.2 million - The company's operations are sensitive to interest rate changes, which affect both homebuyer affordability and its own borrowing costs on variable-rate debt[165](index=165&type=chunk)[166](index=166&type=chunk) - A **100 basis point** increase in interest rates would reduce net income by approximately **$1.2 million** annually, based on the **$53.2 million** outstanding on the syndicated line of credit and **$67.2 million** on the term loan as of March 31, 2025[167](index=167&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal control over financial reporting during the quarter - Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2025[168](index=168&type=chunk) - No material changes to internal control over financial reporting occurred during the first quarter of 2025[169](index=169&type=chunk) Part II. Other Information [Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company faces ordinary course construction defect claims not expected to be material, though a specific lawsuit against Rosewood has a reasonably possible loss that cannot be estimated - The company is subject to ordinary course litigation, mainly consisting of construction defect claims, which are not expected to have a material adverse effect[84](index=84&type=chunk)[171](index=171&type=chunk) - The subsidiary Rosewood is a co-defendant in a lawsuit for which a loss is deemed reasonably possible, but the amount or range of loss cannot currently be estimated[85](index=85&type=chunk)[86](index=86&type=chunk) [Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) Key risks, unchanged from the last annual report, include the cyclical nature of homebuilding, sensitivity to economic conditions, adverse weather events, and the impact of U.S. trade policies on costs - The residential homebuilding industry is highly cyclical and significantly affected by changes in general economic conditions, including interest rates, employment levels, and consumer confidence[173](index=173&type=chunk) - Adverse weather conditions, such as the abnormal snow events in South Carolina in early 2025, can harm business by decreasing buyer traffic and delaying construction[176](index=176&type=chunk) - Changes in U.S. trade policies, including tariffs on materials like lumber and steel, may significantly increase construction costs and negatively impact profit margins[178](index=178&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities occurred during Q1 2025 that were not previously disclosed in a Form 8-K - None[180](index=180&type=chunk) [Defaults Upon Senior Securities](index=35&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon its senior securities during the quarter - None[183](index=183&type=chunk) [Mine Safety Disclosures](index=35&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not applicable[181](index=181&type=chunk) [Other Information](index=35&type=section&id=Item%205.%20Other%20Information) This section reiterates no unregistered sales of securities occurred during the quarter that were not previously reported on a Form 8-K - During the quarter ended March 31, 2025, there were no unregistered sales of the Company's securities that were not reported in a Current Report on Form 8-K[183](index=183&type=chunk) [Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section provides an index of exhibits filed with the Form 10-Q, including Sarbanes-Oxley certifications and Inline XBRL data files - The report includes an index of all exhibits filed, such as Sarbanes-Oxley certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents (101 series)[188](index=188&type=chunk) ```
DIAMONDHEAD(DHHC) - 2025 Q1 - Quarterly Results
2025-05-14 10:59
Exhibit 99.1 UNITED HOMES GROUP, INC. REPORTS 2025 FIRST QUARTER RESULTS First Quarter 2025 Highlights COLUMBIA, SC., May 14, 2025 / United Homes Group, Inc. (the "Company") (NASDAQ: UHG) today announced results for the first quarter ended March 31, 2025. First Quarter 2025 Operating Results For the first quarter 2025, net income was $18.2 million, or $0.31 per diluted share, which included income from the change in fair value of derivative liabilities of $21.2 million, with that change predominantly due to ...
DIAMONDHEAD(DHHC) - 2024 Q4 - Annual Report
2025-03-14 21:01
Part I [Business](index=7&type=section&id=Item%201.%20Business) UHG designs and sells single-family homes in high-growth markets, using a land-light strategy and reporting $463.7 million revenue in 2024 - UHG operates a land-light model, with **98% of its approximately 7,700 controlled lots** secured through lot option contracts as of December 31, 2024. This strategy reduces upfront capital requirements and financial risk[30](index=30&type=chunk) - The company is organized into three segments: GSH South Carolina (entry-level/first move-up), Rosewood (second/third move-up), and Other (Raleigh operations and mortgage joint venture)[29](index=29&type=chunk)[33](index=33&type=chunk) Key Operational Metrics (2024 vs. 2023) | Metric | 2024 | 2023 | % Change | | :--- | :--- | :--- | :--- | | Net New Orders (Units) | 1,399 | 1,296 | 8% | | Closings (Units) | 1,431 | 1,383 | 3% | | Cancellation Rate | 11.4% | 13.6% | (16.2)% | | Backlog (Units) | 157 | 189 | (16.9)% | | Backlog Value | $58.3M | $57.6M | 1.2% | Owned and Controlled Lots by Market (as of Dec 31) | Market/Division | 2024 Total Lots | 2023 Total Lots | | :--- | :--- | :--- | | Midlands | 4,800 | 5,128 | | Coastal | 1,221 | 1,142 | | Upstate | 1,390 | 2,234 | | Rosewood | 195 | 283 | | Raleigh | 84 | 261 | | **Total** | **7,690** | **9,048** | - UHG's growth strategy includes leveraging macro housing trends, capitalizing on core market growth, accretive M&A, exploring Build-to-Rent (BTR) relationships, and growing ancillary revenue through its mortgage joint venture, Homeowners Mortgage[37](index=37&type=chunk) [Risk Factors](index=14&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from land acquisition, market conditions, financing, and its dual-class stock structure, having remediated prior internal control weaknesses - **Business Risks:** The company's operations are highly dependent on its ability to secure an adequate inventory of lots at reasonable prices. Its geographic concentration in South Carolina, Georgia, and North Carolina exposes it to regional economic downturns[78](index=78&type=chunk)[83](index=83&type=chunk) - **Industry Risks:** The homebuilding industry is cyclical and highly sensitive to economic conditions, interest rates, consumer confidence, and the availability of mortgage financing. The company also faces risks from supply shortages, trade policies affecting material costs, and construction defect claims[121](index=121&type=chunk)[127](index=127&type=chunk)[131](index=131&type=chunk) - **Financing Risks:** UHG has significant debt, including a Syndicated Line of Credit and a Term Loan, with restrictive covenants that could limit operational flexibility. As of December 31, 2024, consolidated homebuilding debt was approximately **$50.2 million**[139](index=139&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk) - **Organizational & Ownership Risks:** A dual-class stock structure gives the Executive Chairman, Michael Nieri, and related trusts majority voting control, potentially limiting the influence of Class A stockholders. The company is also a "controlled company" under Nasdaq rules, allowing for exemptions from certain governance requirements[156](index=156&type=chunk)[158](index=158&type=chunk) - **Internal Control Risks:** The company identified and has since remediated material weaknesses in its internal control over financial reporting. Failure to maintain effective controls could adversely affect investor confidence and the accuracy of financial reporting[188](index=188&type=chunk)[582](index=582&type=chunk) [Unresolved Staff Comments](index=37&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments - None[207](index=207&type=chunk) [Cybersecurity](index=37&type=section&id=Item%201C.%20Cybersecurity) UHG maintains a NIST-based cybersecurity program overseen by the Audit Committee, integrating risk management and third-party assessments, with no material incidents reported - The company's cybersecurity program is based on the National Institute of Standards and Technology (NIST) framework[208](index=208&type=chunk) - The Board's Audit Committee has primary responsibility for overseeing cybersecurity risks, receiving regular briefings from the Chief Administrative Officer and Director of IT[218](index=218&type=chunk)[219](index=219&type=chunk) - UHG has not encountered any cybersecurity challenges that have materially impaired its operations or financial standing[215](index=215&type=chunk) [Properties](index=39&type=section&id=Item%202.%20Properties) UHG leases its corporate headquarters in Chapin, SC, and other operational offices in its key markets - The company leases its corporate headquarters in Chapin, SC, and other operational offices in its key markets[222](index=222&type=chunk) [Legal Proceedings](index=39&type=section&id=Item%203.%20Legal%20Proceedings) UHG is subject to ordinary course litigation, including a specific lawsuit against its subsidiary Rosewood, with potential losses currently unestimable - UHG is involved in ordinary course litigation, primarily construction defect claims[224](index=224&type=chunk)[517](index=517&type=chunk) - Its subsidiary, Rosewood, is a co-defendant in a lawsuit alleging negligence and breach of warranties for homes built before the acquisition. The company cannot currently estimate the potential loss[518](index=518&type=chunk)[519](index=519&type=chunk) [Mine Safety Disclosures](index=39&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[225](index=225&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=40&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) UHG's Class A common shares and public warrants are listed on Nasdaq, with no cash dividends paid or planned, as earnings are retained for operations - Class A common stock trades on the Nasdaq Global Market under the symbol "UHG"[227](index=227&type=chunk) - The company has never paid cash dividends and does not anticipate paying any in the foreseeable future[228](index=228&type=chunk) [Reserved](index=40&type=section&id=Item%206.%20Reserved) This item is reserved [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) UHG's 2024 revenue grew to $463.7 million, but net income fell to $46.9 million, primarily due to a $45.6 million debt extinguishment loss and reduced derivative gains Consolidated Results of Operations (in thousands) | | Year Ended Dec 31, 2024 (in thousands) | Year Ended Dec 31, 2023 (in thousands) | % Change | | :--- | :--- | :--- | :--- | | Revenue, net | $463,714 | $421,474 | 10.0% | | Gross Profit | $79,830 | $79,726 | 0.1% | | Gross Profit % | 17.2% | 18.9% | (9.0)% | | Loss on extinguishment of Convertible Notes | ($45,642) | $0 | NM | | Change in fair value of derivative liabilities | $88,653 | $115,905 | (23.5)% | | Net Income | $46,906 | $125,060 | (62.5)% | - The decrease in net income was primarily driven by a **$45.6 million loss** on the extinguishment of Convertible Notes, a smaller gain on the change in fair value of derivative liabilities, and increased SG&A expenses[256](index=256&type=chunk)[257](index=257&type=chunk)[259](index=259&type=chunk) Non-GAAP Financial Measures (in thousands) | | Year Ended Dec 31, 2024 (in thousands) | Year Ended Dec 31, 2023 (in thousands) | | :--- | :--- | :--- | | Adjusted Gross Profit | $92,407 | $90,081 | | Adjusted Gross Profit % | 19.9% | 21.4% | | Adjusted EBITDA | $31,636 | $40,470 | | Adjusted EBITDA Margin % | 6.8% | 9.6% | Summary of Cash Flows (in thousands) | | Year Ended Dec 31, 2024 (in thousands) | Year Ended Dec 31, 2023 (in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $15,444 | $28,225 | | Net cash used in investing activities | ($12,586) | ($24,301) | | Net cash (used in) provided by financing activities | ($33,980) | $40,509 | - The company's financial comparability is affected by its March 2023 Business Combination, its transition to a C-corporation subject to corporate-level taxes, and increased SG&A costs associated with being a public company[242](index=242&type=chunk)[243](index=243&type=chunk)[245](index=245&type=chunk)[246](index=246&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=51&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate sensitivity on variable-rate debt, with a 100 basis point increase estimated to reduce net income by $1.2 million annually - The company is exposed to market risk from interest rate fluctuations on its variable-rate debt under the Syndicated Line and Term Loan[315](index=315&type=chunk)[316](index=316&type=chunk) - A hypothetical **100 basis point (1%) increase** in interest rates would reduce the company's net income by approximately **$1.2 million** annually[317](index=317&type=chunk) [Financial Statements and Supplementary Data](index=53&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents UHG's audited consolidated financial statements for 2024 and 2023, reflecting the company's transition to a public entity following the March 2023 business combination [Consolidated Balance Sheets](index=55&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased to $265.4 million, while liabilities significantly reduced to $198.5 million, leading to positive stockholders' equity of $66.9 million as of December 31, 2024 Consolidated Balance Sheet Highlights (in millions) | | Dec 31, 2024 (in millions) | Dec 31, 2023 (in millions) | | :--- | :--- | :--- | | Cash and cash equivalents | $22.6 | $56.7 | | Inventories | $139.3 | $182.8 | | Total Assets | $265.4 | $298.6 | | Derivative liabilities | $39.2 | $127.6 | | Total Liabilities | $198.5 | $329.8 | | Total Stockholders' Equity (Deficit) | $66.9 | ($31.2) | [Consolidated Statements of Operations](index=56&type=section&id=Consolidated%20Statements%20of%20Operations) For 2024, UHG reported $463.7 million in revenue and $46.9 million net income, with basic EPS of $0.96, significantly lower due to a debt extinguishment loss Key Income Statement Data (Year Ended Dec 31, 2024) | Metric | Amount (USD) | | :--- | :--- | | Revenue, net | $463,714,017 | | Gross Profit | $79,830,266 | | Net Income | $46,905,740 | | Basic EPS | $0.96 | | Diluted EPS | $0.90 | [Notes to the Consolidated Financial Statements](index=61&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) Notes detail accounting policies, the 2023 reverse recapitalization, segment reporting, recent acquisitions, debt facilities, convertible note redemption, and equity compensation plans - **Business Combination (Note 2):** The March 2023 transaction with DHHC was accounted for as a reverse recapitalization, with Legacy UHG as the accounting acquirer[360](index=360&type=chunk) - **Business Acquisitions (Note 5):** The company completed acquisitions of Creekside Custom Homes in Jan 2024 for **$12.7 million**, Rosewood Communities in Oct 2023 for **$24.7 million**, and Herring Homes in Aug 2023 for **$2.2 million**[445](index=445&type=chunk)[449](index=449&type=chunk)[453](index=453&type=chunk) - **Debt (Note 9):** As of Dec 31, 2024, the company had **$50.2 million** outstanding under its **$220 million** Syndicated Line with Wells Fargo and **$67.2 million** outstanding under a new Term Loan with Kennedy Lewis, which was used to redeem convertible notes[473](index=473&type=chunk)[485](index=485&type=chunk) - **Convertible Notes (Note 14):** In December 2024, the company redeemed its outstanding convertible notes, resulting in a one-time loss on extinguishment of **$45.6 million**[530](index=530&type=chunk)[531](index=531&type=chunk) - **Stock Compensation & Earnouts (Notes 15 & 16):** The company has various equity incentive plans, including stock options, RSUs, and PSUs. There are up to **21.9 million** contingently issuable Earnout Shares tied to stock price targets through March 2028[533](index=533&type=chunk)[556](index=556&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=97&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[578](index=578&type=chunk) [Controls and Procedures](index=97&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of December 31, 2024, having remediated previously identified material weaknesses in internal controls - Management concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective as of December 31, 2024[580](index=580&type=chunk)[581](index=581&type=chunk) - The company identified several material weaknesses during 2023 and 2024, including issues with tax review controls, IT general controls, segregation of duties, and execution of related party transactions[582](index=582&type=chunk) - Remediation efforts included enhancing IT controls, adding personnel, implementing stricter review processes, and improving the adoption of the COSO framework. Management has concluded these weaknesses were remediated as of year-end 2024[583](index=583&type=chunk)[586](index=586&type=chunk) [Other Information](index=98&type=section&id=Item%209B.%20Other%20Information) The company reports no other information - None[588](index=588&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=98&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[589](index=589&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=99&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information is incorporated by reference from the 2025 Proxy Statement - Information is incorporated by reference from the 2025 Proxy Statement[591](index=591&type=chunk) [Executive Compensation](index=99&type=section&id=Item%2011.%20Executive%20Compensation) Information is incorporated by reference from the 2025 Proxy Statement - Information is incorporated by reference from the 2025 Proxy Statement[592](index=592&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=99&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information is incorporated by reference from the 2025 Proxy Statement - Information is incorporated by reference from the 2025 Proxy Statement[593](index=593&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=99&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information is incorporated by reference from the 2025 Proxy Statement - Information is incorporated by reference from the 2025 Proxy Statement[594](index=594&type=chunk) [Principal Accountant Fees and Services](index=99&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information is incorporated by reference from the 2025 Proxy Statement - Information is incorporated by reference from the 2025 Proxy Statement[595](index=595&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=100&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the exhibits filed with or incorporated by reference into the Form 10-K, including key agreements and certifications - Lists all exhibits filed with the Form 10-K, such as debt agreements, employment contracts, and certifications[598](index=598&type=chunk) [Form 10-K Summary](index=101&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company reports no Form 10-K summary - None[601](index=601&type=chunk)
DIAMONDHEAD(DHHC) - 2024 Q4 - Annual Results
2025-03-12 11:29
Exhibit 99.1 UNITED HOMES GROUP, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS Fourth Quarter 2024 Highlights Fiscal Year Ended December 31, 2024 Highlights COLUMBIA, SC., March 12, 2025 / United Homes Group, Inc. (the "Company") (NASDAQ: UHG) today announced results for the fourth quarter and fiscal year ended December 31, 2024. Fourth Quarter 2024 Operating Results For the fourth quarter 2024, net income was $0.7 million, or $0.01 per diluted share, which included a predominantly non-cash loss on ...
DIAMONDHEAD(DHHC) - 2024 Q3 - Quarterly Report
2024-11-12 21:08
Table of Contents FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 o 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: 001-39936 United Homes Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 85-3460766 (State or other jurisdiction of incorporation or organization) (IRS Employer ...
DIAMONDHEAD(DHHC) - 2024 Q3 - Quarterly Results
2024-11-08 12:01
Exhibit 99.1 UNITED HOMES GROUP, INC. REPORTS 2024 THIRD QUARTER RESULTS Third Quarter 2024 Highlights COLUMBIA, SC., November 8, 2024 / United Homes Group, Inc. (the "Company") (NASDAQ: UHG) today announced results for the third quarter ended September 30, 2024. Third Quarter 2024 Operating Results Revenue, net of sales discounts, for the third quarter 2024 was $118.6 million, compared to $87.7 million in the third quarter 2023. Home closings during the third quarter 2024 were 369 compared to 283 in the th ...
DIAMONDHEAD(DHHC) - 2024 Q2 - Quarterly Report
2024-08-09 20:08
PART I. FINANCIAL INFORMATION [Condensed Consolidated Financial Statements](index=5&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) The unaudited condensed consolidated financial statements present the company's financial position, operations, equity changes, and cash flows, highlighting a shift from a **$31.2 million** deficit to **$25.7 million** positive equity and a decrease in cash from **$56.7 million** to **$24.9 million** [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to **$284.0 million** from **$298.6 million**, while total liabilities significantly reduced to **$258.3 million** from **$329.8 million**, leading to a shift from a **$31.2 million** equity deficit to a **$25.7 million** positive equity Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $24,916 | $56,671 | | Inventories | $168,789 | $182,810 | | Total Assets | $284,033 | $298,647 | | **Liabilities & Equity** | | | | Homebuilding debt | $72,724 | $80,451 | | Derivative liabilities | $69,168 | $127,611 | | Convertible note payable | $69,041 | $68,039 | | Total Liabilities | $258,288 | $329,830 | | Total Stockholders' equity (deficit) | $25,745 | $(31,183) | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2024 revenue decreased to **$109.4 million** with net income of **$28.6 million**, while H1 2024 revenue was **$210.3 million** with net income of **$53.6 million**, both significantly impacted by non-cash derivative gains Key Operating Results (in thousands, except per share data) | Metric | Q2 2024 | Q2 2023 | H1 2024 | H1 2023 | | :--- | :--- | :--- | :--- | :--- | | Revenue, net | $109,420 | $122,092 | $210,258 | $216,918 | | Gross profit | $19,578 | $23,917 | $35,672 | $40,695 | | Change in fair value of derivative liabilities | $32,056 | $242,343 | $58,435 | $35,278 | | Net income | $28,640 | $245,363 | $53,578 | $40,858 | | Diluted EPS | $0.50 | $4.27 | $0.93 | $0.89 | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity) Stockholders' equity improved from a **$31.2 million** deficit at year-end 2023 to a **$25.7 million** positive balance by June 30, 2024, primarily due to **$53.6 million** in net income - The company's equity position shifted from a deficit of **$(31,182,536)** at year-end 2023 to a positive equity of **$25,745,352** at June 30, 2024[17](index=17&type=chunk) - The primary driver for the improvement in stockholders' equity was the net income of **$53,578,257** recorded during the first six months of 2024[15](index=15&type=chunk)[17](index=17&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating activities used **$19.1 million** in cash for H1 2024, a reversal from **$50.3 million** provided in H1 2023, with overall cash and cash equivalents decreasing by **$31.8 million** Cash Flow Summary (Six Months Ended June 30) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash from operating activities | $(19,142,916) | $50,316,249 | | Net cash from investing activities | $(12,733,095) | $37,966 | | Net cash from financing activities | $120,322 | $30,148,781 | | **Net change in cash** | **$(31,755,689)** | **$80,502,996** | - The significant decrease in operating cash flow in H1 2024 compared to H1 2023 was primarily due to changes in working capital, particularly a smaller positive change in inventories (**$8.0 million** in 2024 vs. **$65.6 million** in 2023)[21](index=21&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, the land-light strategy, segment reporting, the **Creekside Custom Homes** acquisition, debt and convertible note terms, derivative liabilities, and a significant August 2024 credit agreement amendment - The company operates under a land-light strategy, constructing single-family homes in South Carolina, North Carolina, and Georgia[23](index=23&type=chunk)[24](index=24&type=chunk) - On January 26, 2024, the company acquired **Creekside Custom Homes** for **$12.7 million** in cash, recognizing **$3.6 million** in goodwill[59](index=59&type=chunk)[60](index=60&type=chunk) - The company has a **$240 million** syndicated credit facility with Wells Fargo, amended on August 2, 2024, to waive a debt service coverage ratio covenant default, extend maturity, and reduce capacity to **$220 million**[91](index=91&type=chunk)[95](index=95&type=chunk)[162](index=162&type=chunk) - The company has **$80 million** in principal of convertible notes outstanding, maturing in 2028 with a **15%** interest rate[123](index=123&type=chunk)[124](index=124&type=chunk) - Derivative liabilities, primarily from contingent earnout shares and warrants, are significant and subject to fair value changes based on the company's stock price, causing large non-cash gains or losses in the income statement[82](index=82&type=chunk)[148](index=148&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=35&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A covers decreased revenue from fewer home closings, declining gross margins due to incentives and costs, net income impacted by derivative gains, and liquidity supported by cash and an amended credit line, all within a land-light strategy facing higher mortgage rates - The company's strategy is multifaceted, focusing on organic growth, expansion of business verticals like its mortgage joint venture, and targeted acquisitions of private homebuilders[168](index=168&type=chunk) - Macro-economic headwinds, particularly higher mortgage rates, have negatively impacted new home demand, leading the company to offer additional sales incentives like mortgage rate buy-downs[172](index=172&type=chunk) - A key component of the company's strategy is acquiring developed lots via lot option contracts with related parties and third-party developers, which limits financial risk associated with long-term land holdings[217](index=217&type=chunk) [Results of Operations](index=36&type=section&id=Results%20of%20Operations) Q2 2024 revenue decreased **10.4%** to **$109.4 million** due to fewer closings, despite an **8.9%** ASP increase, with gross margin contracting to **17.9%**, while H1 2024 saw similar trends Q2 2024 vs Q2 2023 Performance | Metric | Q2 2024 | Q2 2023 | % Change | | :--- | :--- | :--- | :--- | | Revenue | $109.4M | $122.1M | (10.4)% | | Home Closings | 337 | 385 | (12.5)% | | Average Sales Price | $340,803 | $313,075 | 8.9% | | Gross Profit % | 17.9% | 19.6% | (1.7) p.p. | | Net New Orders | 323 | 341 | (5.3)% | H1 2024 vs H1 2023 Performance | Metric | H1 2024 | H1 2023 | % Change | | :--- | :--- | :--- | :--- | | Revenue | $210.3M | $216.9M | (3.0)% | | Home Closings | 648 | 713 | (9.1)% | | Average Sales Price | $337,994 | $313,591 | 7.8% | | Gross Profit % | 17.0% | 18.8% | (1.8) p.p. | | Net New Orders | 707 | 730 | (3.2)% | - Selling, general and administrative (SG&A) expenses increased **20.2%** in Q2 2024 and **11.2%** in H1 2024, driven by higher stock compensation, severance costs from a June 2024 workforce reduction, and increased advertising[184](index=184&type=chunk)[198](index=198&type=chunk) [Non-GAAP Financial Measures](index=41&type=section&id=Non-GAAP%20Financial%20Measures) Non-GAAP Adjusted Gross Profit for Q2 2024 was **$22.8 million** (**20.9%** margin), and Adjusted EBITDA was **$7.7 million** (**7.0%** margin), both lower year-over-year, providing a clearer view of core operating performance Adjusted Gross Profit Reconciliation (in thousands) | | Q2 2024 | Q2 2023 | H1 2024 | H1 2023 | | :--- | :--- | :--- | :--- | :--- | | Gross profit (GAAP) | $19,578 | $23,917 | $35,672 | $40,695 | | Adjustments | $3,267 | $2,160 | $7,787 | $4,547 | | **Adjusted gross profit (Non-GAAP)** | **$22,845** | **$26,077** | **$43,459** | **$45,242** | Adjusted EBITDA Reconciliation (in thousands) | | Q2 2024 | Q2 2023 | H1 2024 | H1 2023 | | :--- | :--- | :--- | :--- | :--- | | Net income (GAAP) | $28,640 | $245,363 | $53,578 | $40,858 | | EBITDA (Non-GAAP) | $34,571 | $253,940 | $64,493 | $49,929 | | Adjustments | $(26,911) | $(240,831) | $(49,550) | $(28,303) | | **Adjusted EBITDA (Non-GAAP)** | **$7,660** | **$13,109** | **$14,944** | **$21,626** | [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2024, the company held **$24.9 million** in cash and **$55.5 million** in available credit, with cash decreasing by **$31.8 million** in H1 2024, and its primary credit facility recently amended after a covenant default - Cash and cash equivalents stood at **$24.9 million** as of June 30, 2024, down from **$56.7 million** at the end of 2023[211](index=211&type=chunk) - The company's main credit facility, the Wells Fargo Syndicated Line, was amended on August 2, 2024, to waive a debt service coverage ratio covenant default that occurred on June 30, 2024, and modified other financial covenants[227](index=227&type=chunk)[228](index=228&type=chunk) Cash Flow Summary - H1 2024 vs H1 2023 (in millions) | Activity | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Operating | $(19.1) | $50.3 | | Investing | $(12.7) | $0.04 | | Financing | $0.1 | $30.1 | [Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces interest rate risk, impacting homebuyer affordability and variable-rate debt costs, with a **100 basis point** rate increase potentially reducing annual net income by **$0.7 million** on its **$71.2 million** outstanding balance - The company's main market risk is interest rate sensitivity, which affects both housing demand and the cost of its variable-rate debt[243](index=243&type=chunk) - The interest rate on the Syndicated Line is variable (SOFR plus a margin); a hypothetical **100 basis point (1%)** increase in rates would reduce annual net income by about **$0.7 million** based on the June 30, 2024 outstanding balance[245](index=245&type=chunk) [Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) Management identified multiple material weaknesses in internal controls, including tax review, process-level reviews, IT controls, and a new issue with a related party lease, with remediation efforts underway - The company has identified multiple material weaknesses in its internal controls over financial reporting, including issues with tax review, process-level reviews, IT controls, and segregation of duties[248](index=248&type=chunk) - A new material weakness was identified in Q2 2024 concerning the timely execution of a related party lease transaction after its approval[249](index=249&type=chunk) - Remediation efforts are underway, including enhancing the control system, improving review processes, and realigning personnel, but the weaknesses are not yet fully remediated[251](index=251&type=chunk)[252](index=252&type=chunk)[255](index=255&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=49&type=section&id=Item%201.%20Legal%20Proceedings) The company faces ordinary course legal claims, primarily construction defects, which management expects will not materially impact financial statements - The company faces ordinary course legal claims, primarily related to construction defects, but does not expect them to have a material financial impact[122](index=122&type=chunk)[257](index=257&type=chunk) [Risk Factors](index=49&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors were reported for the quarter - No material changes to risk factors were reported for the quarter[258](index=258&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities were reported for the quarter that were not previously disclosed - No unregistered sales of equity securities were reported for the quarter[259](index=259&type=chunk) [Defaults Upon Senior Securities](index=49&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[260](index=260&type=chunk) [Mine Safety Disclosures](index=49&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[261](index=261&type=chunk) [Other Information](index=49&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this item - None[262](index=262&type=chunk) [Exhibits](index=50&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including officer certifications, XBRL data, and the Third Amendment to the credit agreement - The Exhibit Index lists all documents filed with the report, including officer certifications and interactive data files[263](index=263&type=chunk)[266](index=266&type=chunk)
DIAMONDHEAD(DHHC) - 2024 Q1 - Quarterly Report
2024-05-10 21:14
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 o 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: 001-39936 United Homes Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 85-3460766 (State or ...