UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 14, 2024
Date of Report (Date of earliest event reported)


Smith Douglas Homes Corp.
(Exact name of registrant as specified in its charter)



Delaware
001-41917
93-1969003
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
110 Village Trail, Suite 215
Woodstock, Georgia 30188
(Address of principal executive offices) (Zip Code)
(770) 213-8067
(Registrant’s telephone number, including area code)
 
N/A
 
(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol
Name of each exchange on which registered
Class A common stock, $0.0001 par value per share
SDHC
The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.
 


Item 2.02.
Results of Operations and Financial Condition.
 
On May 14, 2024, Smith Douglas Homes Corp. (the “Company”) announced its financial results for the three months ended March 31, 2024. The full text of the press release issued by the Company in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”).

The information contained in Item 2.02 of this Current Report (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits

The following exhibit relates to Item 2.02 and shall be deemed to be furnished, and not filed:

Exhibit
No.
 
Description
 
Press release dated May 14, 2024
104
 
Cover Page Interactive Data File (embedded within the inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 14, 2024
SMITH DOUGLAS HOMES CORP.
    
 
By:
/s/ Russell Devendorf
   
Russell Devendorf
   
Executive Vice President and Chief Financial Officer




Exhibit 99.1

 

Smith Douglas Homes Reports First Quarter 2024 Results
 
ATLANTA, May 14, 2024 (Business Wire) – Smith Douglas Homes Corp. (NYSE: SDHC) (“Smith Douglas” or the “Company”) today announced first quarter results for the three months ended March 31, 2024.
 
Q1 2024 Results as compared to Q1 2023:

Net new orders increased 15% to 765

Home closings increased 13% to 566

Revenue increased 13% to $189.2 million

Pre-tax income of $21.4 million

Earnings of $0.33 per diluted share

Backlog homes increased 19% to 1,110

Sales value of backlog homes increased 25% to $381.2 million

Debt-to-book capitalization of 1.3%

Active community count increased 49% to 70 at quarter end

Total controlled lots increased 82% to 14,117

Greg Bennett, Vice Chairman and Chief Executive Officer, commented, “We are pleased by the results this quarter, our first as a public company, during which we completed our IPO in January and concurrently amended and increased the size of our credit facility.  We achieved our sales and closings expectations and continue to produce excellent gross margins, coming in at 26.1% for the period.”

Mr. Bennett continued, “During the quarter we also had the opportunity to expand our footprint by contracting for lots in the Central Georgia market in Houston County which includes Perry and Warner Robbins and the surrounding submarket as well as in Chattanooga, Tennessee. We intend to leverage our expansive operations in our Atlanta Division as we scale up the R-teams in these markets.”



Russ Devendorf, Executive Vice President and Chief Financial Officer added, “Having our capital markets transactions behind us, we are in a strong financial position and can now focus on executing our growth strategy.  We finished the quarter with almost $33 million of cash, $333 million of stockholders’ equity and zero borrowings under our $250 million unsecured credit facility resulting in a negative net debt position with a net debt-to-net book capitalization of (9.4)%.”

Conference Call & Webcast Information
Management will host a conference call to discuss the Company’s results at 8:30 a.m. Eastern Time on May 14, 2024. Interested parties can dial in using the numbers below or access the call via a webcast link provided in the investor relations section of the company’s website.

Dial-in Numbers:
Toll Free - North America (+1) 800-715-9871
International: (+1) 646-307-1963
Conference ID: 4493724

Replay Numbers:
Toll Free - North America: (+1) 800-770-2030
Playback Passcode: 4493724
Replay will expire 7 days following the event

About Smith Douglas Homes
Headquartered in Atlanta, Georgia, Smith Douglas Homes completed its initial public offering in January 2024. Since its inception, Smith Douglas has been entrusted by over 13,000 families to fulfill their new home dreams. Ranked a top 50 builder nationally for several years and with 2,297 closings in 2023, Smith Douglas currently holds the #36 position on the Builder Magazine Top 100 list. The Smith Douglas communities are primarily targeted to entry-level and empty-nest homebuyers looking to purchase a new home priced below the Federal Housing Administration loan limit in the metro areas of Atlanta, Birmingham, Charlotte, Houston, Huntsville, Nashville, and Raleigh. Smith Douglas offers its homebuyers a personalized, affordable-luxury buying experience at attractive prices.

Investor Relations
Drew Mackintosh
(310) 924-9036
ir@smithdouglas.com

2

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the Company’s performance, growth, strategic opportunities, and financial position. These statements are neither promises nor guarantees, but 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, including, but not limited to, the factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, as the same may be updated from time to time in our subsequent filings with the Securities and Exchange Commission. These forward-looking statements are based on management’s current estimates and expectations. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.

3

Smith Douglas Homes
Condensed Consolidated Statements of Income
(Unaudited, in thousands, except share and per share amounts)
 
   
Three months ended
March 31,
 
   
2024
   
2023
 
Home closing revenue
 
$
189,209
   
$
168,144
 
Cost of home closings
   
139,749
     
119,611
 
Home closing gross profit
   
49,460
     
48,533
 
                 
Selling, general and administrative costs
   
27,541
     
19,794
 
Equity in income from unconsolidated entities
   
(184
)
   
(210
)
Interest expense
   
698
     
245
 
Other income, net
   
(2
)
   
(122
)
Income before income taxes
   
21,407
     
28,826
 
Provisions for income taxes
   
921
     
 
Net income
   
20,486
   
$
28,826
 
Net income attributable to non-controlling interests and LLC members prior to IPO
   
17,514
         
Net income attributable to Smith Douglas Homes Corp.
 
$
2,972
         
                 
   
Period from January 11,
2024 to March 31, 2024
 
Earnings per share:
               
Basic
 
$
0.34
         
Diluted
 
$
0.33
         
Weighted average shares of common stock outstanding:
               
Basic
   
8,846,154
         
Diluted
   
51,410,397
         

4

Smith Douglas Homes
Condensed Consolidated Balance Sheets
(Unaudited, in thousands, except share and per share amounts)
 
   
March 31,
2024
   
December 31, 2023
 
Assets
           
Cash and cash equivalents
 
$
32,778
   
$
19,777
 
Real estate inventory
   
234,080
     
213,104
 
Deposits on real estate under option or contract
   
64,770
     
57,096
 
Real estate not owned
   
13,617
     
16,815
 
Property and equipment, net
   
1,634
     
1,543
 
Goodwill
   
25,726
     
25,726
 
Deferred tax asset, net
   
13,054
     
 
Other assets
   
15,591
     
18,631
 
Total assets
 
$
401,250
   
$
352,692
 
Liabilities and Stockholders’/Members’ Equity
               
Liabilities:
               
Accounts payable
 
$
11,510
   
$
17,318
 
Customer deposits
   
8,989
     
7,168
 
Notes payable
   
4,247
     
75,627
 
Liabilities related to real estate not owned
   
13,617
     
16,815
 
Accrued expenses and other liabilities
   
19,371
     
26,861
 
Tax receivable agreement liability
   
10,401
     
 
Total liabilities
   
68,135
     
143,789
 
Commitments and contingencies (Note 15)
               
Members’ equity:
               
Class A units
   
     
206,303
 
Class C units
   
     
2,000
 
Class D units
   
     
600
 
Total members’ equity
   
     
208,903
 
Stockholders equity:
               
Preferred stock, $0.0001 par value – 10,000,000 shares authorized; none issued and outstanding as of March 31, 2024
   
     
 
Class A common stock, $0.0001 par value – 250,000,000 shares authorized; 8,846,154 shares issued and outstanding as of March 31, 2024
   
1
     
 
Class B common stock, $0.0001 par value – 100,000,000 shares authorized; 42,435,897 shares issued and outstanding as of March 31, 2024
   
4
     
 
Additional paid-in capital
   
56,746
     
 
Retained earnings
   
2,972
     
 
Total stockholders’ equity attributable to Smith Douglas Homes Corp.
   
59,723
     
 
Non-controlling interests attributable to Smith Douglas Holdings LLC
   
273,392
     
 
Total members’/stockholders’ equity
   
333,115
     
208,903
 
Total liabilities and stockholders’/members’ equity
 
$
401,250
   
$
352,692
 




Smith Douglas Homes
Summary Cash Flow Information
(unaudited, dollars in thousands)
 
Three months ended March 31,
 
2024
   
2023
 
 
Amount
   
Amount
 
Cash (used in) provided by operating activities
 
$
(9,273
)
 
$
26,555
 
Cash (used in) provided by investing activities
 
$
(430
)
 
$
38
 
Cash provided by (used in) financing activities
 
$
22,704
   
$
(43,800
)
Net increase (decrease) in cash and cash equivalents
 
$
13,001
   
$
(17,207
)
 
Smith Douglas Homes
Selected Other Operating Data
(unaudited, dollars in thousands)
 
Three months ended March 31,
 
2024
   
2023
   
Period over period change
 
 
Amount
   
Amount
   
Amount
 
Percent
 
Home closings
   
566
     
500
     
66
   
13.2
%
ASP of homes closed
 
$
334
   
$
336
   
$
(2
)
 
(0.6
)%
Net new home orders
   
765
     
664
     
101
   
15.2
%
Contract value of net new home orders
 
$
259,440
   
$​215,118
   
$
44,322
   
20.6
%
ASP of net new home orders
 
$
339
   
$​324
   
$
15
   
4.6
%
Cancellation rate(1)
   
10.6
%
   
8.9
%
   
1.7
%
 
19.1
%
Backlog homes (period end)(2)
   
1,110
     
934
     
176
   
18.8
%
Contract value of backlog homes (period end)
 
$
381,155
   
$
305,643
   
$
75,512
   
24.7
%
ASP of backlog homes (period end)
 
$
343
   
$
327
     
16
   
4.9
%
Active communities (period end)(3)
   
70
     
47
     
23
   
48.9
%
Controlled lots:
                             
Homes under construction
   
896
     
638
     
258
   
40.4
%
Owned lots
   
693
     
370
     
323
   
87.3
%
Optioned lots
   
12,528
     
6,734
     
5,794
   
86.0
%
Total controlled lots
   
14,117
     
7,742
     
6,375
   
82.3
%
[nm*  Not meaningful]

1.
The cancellation rate is the total number of cancellations during the period divided by the total gross new home orders during the period.

2.
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.

3.
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.


Smith Douglas Homes
Selected Financial Information by Segment
(unaudited, dollars in thousands)
 
Three months ended March 31,
 
2024
   
2023
 
   
Home
closing
revenue
   
Home
closings
   
ASP of
homes
closed
   
Home
closing
revenue
   
Home
closings
   
ASP of
homes
closed
 
Alabama
 
$
39,655
     
132
   
$
300
   
$
24,067
     
81
   
$
297
 
Atlanta
   
62,620
     
183
     
342
     
76,174
     
235
     
324
 
Charlotte
   
13,464
     
34
     
396
     
12,502
     
33
     
379
 
Houston
   
24,030
     
74
     
325
     
     
     
 
Nashville
   
22,030
     
63
     
349
     
23,889
     
65
     
368
 
Raleigh
   
27,410
     
80
     
343
     
31,512
     
86
     
366
 
Total
 
$
189,209
     
566
   
$
334
   
$
168,144
     
500
   
$
336
 

As of March 31,
 
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
   
172
   
$
52,198
   
$
303
     
151
   
$
43,928
   
$
291
     
21
   
$
8,270
   
$
12
 
Atlanta
   
434
     
151,356
     
349
     
445
     
140,209
     
315
     
(11
)
   
11,147
     
34
 
Charlotte
   
93
     
36,143
     
389
     
79
     
28,229
     
357
     
14
     
7,914
     
32
 
Houston
   
197
     
63,839
     
324
     
     
     
     
197
     
63,839
     
324
 
Nashville
   
68
     
25,531
     
375
     
116
     
42,110
     
363
     
(48
)
   
(16,579
)
   
12
 
Raleigh
   
146
     
52,088
     
357
     
143
     
51,167
     
358
     
3
     
921
     
(1
)
Total
   
1,110
   
$
381,155
   
$
343
     
934
   
$
305,643
   
$
327
     
176
   
$
75,512
   
$
16
 

Three months ended March 31,
 
2024
   
2023
   
Period over
period change
 
Net income:
                 
Alabama
 
$
4,604
   
$
2,241
   
$
2,363
 
Atlanta
   
14,571
     
19,549
     
(4,978
)
Charlotte
   
1,624
     
1,933
     
(309
)
Houston
   
3,366
     
     
3,366
 
Nashville
   
2,313
     
3,231
     
(918
)
Raleigh
   
4,810
     
7,231
     
(2,421
)
Segment total
   
31,288
     
34,185
     
(2,897
)
Corporate(1)
   
(10,802
)
   
(5,359
)
   
(5,443
)
Total
 
$
20,486
   
$
28,826
   
$
(8,340
)
 
(1)
Corporate primarily includes 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.


Non-GAAP Financial Measures

In addition to our results determined in accordance with generally accepted accounting principles in the U.S. (“GAAP”), this press release includes net-debt-to-net book capitalization and adjusted net income.

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’/members’ 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)
 
March 31,
2024
   
December 31,
2023
 
Notes payable
 
$
4,247
   
$
75,627
 
Stockholders’/Members’ equity
   
333,115
     
208,903
 
Total capitalization
 
$
337,362
   
$
284,530
 
Debt-to-book capitalization
   
1.3
%
   
26.6
%
Notes payable
 
$
4,247
   
$
75,627
 
Less: cash and cash equivalents
   
32,778
     
19,777
 
Net debt
   
(28,531
)
   
55,850
 
Stockholders’/Members’ equity
   
333,115
     
208,903
 
Total net capitalization
 
$
304,584
     
264,753
 
Net debt-to-book capitalization
   
(9.4
)%
   
21.1
%

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 25.0% 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:

     
Three months ended March 31,
(in thousands, except percentages)
 
2024
   
2023
 
Net income
 
$
20,486
   
$
28,826
 
Provision for income taxes
   
921
     
 
Income before income taxes
   
21,407
     
28,826
 
Tax-effected adjustments(1)
   
5,352
     
7,207
 
Adjusted net income
 
$
16,055
   
$
21,619
 
 
(1)
For the year ended December 31, 2023 and 2022, our tax expenses assumes a 25.0% 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).

 

v3.24.1.1.u2
Document and Entity Information
May 14, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 14, 2024
Entity File Number 001-41917
Entity Registrant Name Smith Douglas Homes Corp.
Entity Central Index Key 0001982518
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 93-1969003
Entity Address, Address Line One 110 Village Trail, Suite 215
Entity Address, City or Town Woodstock
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30188
City Area Code 770
Local Phone Number 213-8067
Title of 12(b) Security Class A common stock, $0.0001 par value per share
Trading Symbol SDHC
Security Exchange Name NYSE
Entity Emerging Growth Company true
Entity Ex Transition Period true
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false

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