News Details

COLUMBIA, S.C.--(BUSINESS WIRE)-- United Homes Group, Inc. (the “Company”) (NASDAQ: UHG) today announced results for the three and nine months ended September 30, 2025.

Third Quarter 2025 Operating Results

For the third quarter 2025, net loss was $31.3 million, or $0.53 per diluted share, which included a loss from the change in fair value of derivative liabilities of $27.2 million, with that change predominantly due to changes in fair value on potential earn-out consideration and warrants due to fluctuation in the stock price and warrant price during the measurement period, representing a non-cash item. The earnout consideration would be paid in common shares upon reaching certain stock price hurdles. The Company is required to record the fair value of this earnout as derivative liabilities on the Condensed Consolidated Balance Sheets and to record changes in fair value of derivative liabilities on the Condensed Consolidated Statements of Operations, in each case until UHG shares reach certain predetermined values or expiration of the five year earnout period. Net loss for the third quarter 2024 was $7.3 million, or $0.15 per diluted share, which included a loss from the change in fair value of derivative liabilities of $7.8 million. Total Stockholders' equity for the third quarter 2025 was $52.9 million. Adjusted book value², which excludes the derivative liabilities and goodwill, was $94.8 million.

“United Homes Group’s third quarter results reflect the affordability challenges and overall market conditions impacting the broader homebuilding industry,” said Jack Micenko, Chief Executive Officer and President of United Homes Group. “While demand was softer earlier in the quarter due to delays in new community openings, we saw sequential improvement as the quarter progressed. As we recently announced, the special committee of our board, which was established to conduct a comprehensive review of strategic alternatives available to UHG, concluded its work. Following this announcement, the Company continues to focus on improving operations and executing on our key initiatives and strategies to improve profitability and better position the Company for future success.”

Revenue, net of sales discounts, for the third quarter 2025 was $90.8 million, compared to $118.6 million in the third quarter 2024. Home closings during the third quarter 2025 were 262 compared to 369 in the third quarter 2024. Net new orders during the third quarter 2025 were 324 compared to 341 in the third quarter 2024. ASP of 262 production-built homes closed during the third quarter 2025 was approximately $346,000, compared to approximately $320,000 during the third quarter 2024 for 369 production-built homes, representing an increase of approximately 8.1%.

Gross margin during the third quarter of 2025 was 17.7% compared to 18.9% during the third quarter 2024. Adjusted gross margin³ in the third quarter 2025 was 19.6%, compared to 20.6% in the third quarter 2024. Gross margin and adjusted gross margin decreased primarily due to higher discounting to support sales, partially offset by direct construction cost savings as a result of the rebid initiative.

“Gross margins for the third quarter were impacted by more aggressive discounting of inventory, which offset some of the benefits of our new product refresh and ongoing direct cost reduction efforts,” said Keith Feldman, Chief Financial Officer of United Homes Group. “While these headwinds pressured margins in the third quarter 2025, we remain focused on driving operational efficiencies and maintaining a disciplined approach to pricing and incentives.”

Selling, general and administrative expenses ("SG&A") as a percentage of revenues was 19.4% in the third quarter 2025, which included $1.9 million of stock-based compensation and $0.7 million of transaction-related expenses. Excluding stock-based compensation and transaction cost expense, Adjusted SG&A⁴ for the third quarter 2025 was 16.5% of revenues.

Adjusted EBITDA⁵ during the third quarter 2025 was $3.8 million compared to $9.0 million during the third quarter 2024.

Nine Months Ended September 30, 2025 Operating Results

For the nine months ended September 30, 2025, net loss was $19.5 million, or $0.33 per diluted share, which included a loss from the change in fair value of derivative liabilities of $12.2 million, with that change predominantly due to changes in fair value on potential earn-out consideration and warrants due to fluctuation in the stock price and warrant price during the measurement period, representing a non-cash item. Net income for the nine months ended September 30, 2024 was $46.2 million, or $0.86 per diluted share, which included income from the change in fair value of derivative liabilities of $50.7 million.

Revenue, net of sales discounts, for the nine months ended September 30, 2025 was $283.3 million, compared to $328.9 million for the nine months ended September 30, 2024. Home closings during the nine months ended September 30, 2025 were 817 compared to 1,017 in the nine months ended September 30, 2024. Net new orders during the nine months ended September 30, 2025 were 924 compared to 1,048 for the nine months ended September 30, 2024. ASP of 815 production-built homes closed during the nine months ended September 30, 2025 was approximately $347,000, compared to approximately $331,000 during the nine months ended September 30, 2024 for 954 production-built homes, representing an increase of approximately 4.8%.

Gross margin during the nine months ended September 30, 2025 remained consistent with the prior year period at 17.7%, which was impacted by higher discounting, offset by a reduction in direct costs. Adjusted gross margin during the nine months ended September 30, 2025 was 20.0%, compared to 20.7% for the nine months ended September 30, 2024. Adjusted gross margin declined, primarily due to increased discounting, partially offset by savings in direct construction costs.

Selling, general and administrative expenses ("SG&A") as a percentage of revenues was 18.3% in the nine months ended September 30, 2025, which included $5.3 million of stock-based compensation, $1.4 million of transaction-related expenses, and $0.1 million related to severance costs. Excluding stock-based compensation, transaction-related expense, and severance expense, Adjusted SG&A for the nine months ended September 30, 2025 was 15.9% of revenues.

Adjusted EBITDA during the nine months ended September 30, 2025 was $13.9 million compared to $23.9 million during the nine months ended September 30, 2024.

Recent Developments

On October 20, 2025, the Company announced the conclusion of the previously-announced review of strategic alternatives. After evaluating a full range of strategic alternatives, including a potential sale, merger or other transaction, the special committee of independent directors that was constituted for this purpose unanimously determined that, in light of current macroeconomic conditions, continuing to execute on the Company’s strategic plan as an independent, public company is in the best interests of the Company and its stockholders at this time. At the same time, one of the Company’s directors submitted his resignation effective immediately, and five of the Company’s other directors notified the Company of their intent to resign from the Board no later than November 14, 2025. The reasons for such resignations are set forth in greater detail in the Company’s Form 8-K filed on October 20, 2025. Following this announcement, management of the Company has been engaged in discussions with various key counterparties, including its lenders, land banking partners, and insurers, regarding, among other things, the pressing need to identify replacement directors, maintaining compliance with loan covenants, and planning for the ongoing operations of the Company. The Executive Chairman, who is a continuing member of the Board, is working to identify replacement directors with the requisite qualifications in order to maintain compliance with the requirements under Nasdaq Listing Rule 5605. If the Company is unable to successfully navigate these challenges, management expects continued pressure from these and other key relationships, which could have an adverse effect on the Company’s operations.

Earnings Conference Call

The Company will host a conference call via live webcast for investors and other interested parties beginning at 8:30 a.m. Eastern Time on Thursday, November 6, 2025. Interested parties can listen to the call live on the Internet under the Events & Presentations heading in the Investors section of the Company’s website at www.unitedhomesgroup.com. Listeners should log into the website at least fifteen minutes prior to the call to download and install any necessary audio software. The call can also be accessed toll free at 800-715-9871, or 646-307-1963 for international participants, Conference ID: 4874402. Those dialing in should do so at least ten minutes prior to the start of the call. An archive of the webcast will also be available on the Company’s website.

About United Homes Group, Inc.

The Company is a publicly traded residential builder headquartered near Columbia, SC. The Company focuses on southeastern markets with active communities in South Carolina, North Carolina and Georgia.

The Company employs a land-light operating strategy with a focus on the design, construction and sale of entry-level, first, second and third move-up single-family houses. The Company principally builds detached single-family houses, and, to a lesser extent, attached single-family houses, including duplex houses and town houses. The Company seeks to operate its homebuilding business in high-growth markets, with substantial in-migrations and employment growth.

Under its land-light lot operating strategy, the Company controls its supply of finished building lots through lot option contracts with third parties, related parties, and land bank partners, which provide the Company with the right to purchase finished lots after they have been developed. This land-light operating strategy provides the Company with the ability to amass a pipeline of lots without the risks associated with acquiring and developing raw land.

Forward-Looking Statements

Certain statements contained in this earnings release, other than historical facts, may be considered forward-looking statements within the meaning of 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”). We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “seek,” “continue,” or other similar words.

Any such forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate, and beliefs of, and assumptions made by, our management and involve uncertainties that could significantly affect our financial results. Such statements include, but are not limited to, statements about our future financial performance, strategy, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management. Such statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated, including, without limitation:

• disruption in the terms or availability of mortgage financing or an increase in the number of foreclosures in our markets;
• volatility and uncertainty in the credit markets and broader financial markets;
• a slowdown in the homebuilding industry or changes in population growth rates in our markets;
• shortages of, or increased prices for, labor, land or raw materials used in land development and housing construction, including due to changes in trade policies;
• increases in interest rates or inflationary pressures, including potential tariffs;
• our ability to execute our business model, including the success of our operations in new markets and our ability to expand into additional new markets;
• our ability to identify and recruit additional independent directors and maintain compliance with Nasdaq listing standards;
• the potential for disruption to our business resulting from changes in our board of directors and the cessation of the strategic alternatives review process;
• our ability to successfully integrate homebuilding operations that we have acquired;
• our ability to realize the expected results of strategic initiatives;
• delays in land development, community openings, or home construction, including delays resulting from natural disasters, adverse weather conditions or other events outside our control;
• changes in applicable laws or regulations;
• the outcome of any legal proceedings;
• our ability to continue to leverage our land-light operating strategy; and
• the possibility that we may be adversely affected by other economic, business or competitive factors.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release and are not intended to be a guarantee of our performance in future periods. We cannot guarantee the accuracy of any such forward-looking statements contained in this release, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

For further information regarding other risks and uncertainties associated with our business, and important factors that could cause our actual results to vary materially from those expressed or implied in such forward-looking statements, please refer to the factors listed and described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “Risk Factors” sections of the documents we file from time to time with the U.S. Securities and Exchange Commission, including, but not limited to, our Annual Report on Form 10-K and our quarterly reports on Form 10-Q, copies of which may be obtained from our website at https://ir.unitedhomesgroup.com/financials/sec-filings/default.aspx

UNITED HOMES GROUP, INC
NON-GAAP FINANCIAL MEASURES

Adjusted Gross Profit

Adjusted gross profit is a non-GAAP financial measure used by management of the Company as a supplemental measure in evaluating operating performance. The Company defines adjusted gross profit as gross profit excluding the effects of capitalized interest expensed in cost of sales, amortization included in homebuilding cost of sales, abandoned project costs, severance expense in cost of sales, and non-recurring remediation costs. The Company’s management believes this information is meaningful because it separates the impact that capitalized interest and non-recurring costs directly expensed in cost of sales have on gross profit to provide a more specific measurement of the Company’s gross profits. However, because adjusted gross profit information excludes certain balances expensed in cost of sales, which have real economic effects and could impact the Company’s results of operations, the utility of adjusted gross profit information as a measure of the Company’s operating performance may be limited. Other companies may not calculate adjusted gross profit information in the same manner that the Company does. Accordingly, adjusted gross profit information should be considered only as a supplement to gross profit information as a measure of the Company’s performance.

The following table presents a reconciliation of adjusted gross profit to the GAAP financial measure of gross profit for each of the periods indicated (in thousands, except percentages).

EBITDA and Adjusted EBITDA

Earnings before interest, taxes, depreciation and amortization, or EBITDA, and adjusted EBITDA are supplemental non-GAAP financial measures used by management of the Company. The Company defines EBITDA as net income before (i) capitalized interest expensed in cost of sales, (ii) interest expensed in other (expense) income, net, (iii) depreciation and amortization, and (iv) taxes. The Company defines adjusted EBITDA as EBITDA before stock-based compensation expense, transaction cost expense, amortization included in homebuilding cost of sales, severance expense, abandoned project costs, change in fair value of derivative liabilities, non-recurring remediation costs, and loss on extinguishment of Convertible Notes. Management of the Company believes EBITDA and adjusted EBITDA are useful because they provide a more effective evaluation of UHG’s operating performance and allow comparison of UHG’s results of operations from period to period without regard to UHG’s financing methods or capital structure or other items that impact comparability of financial results from period to period such as fluctuations in interest expense or effective tax rates, levels of depreciation or amortization, or unusual items. EBITDA and adjusted EBITDA should not be considered as alternatives to, or more meaningful than, net income or any other measure as determined in accordance with GAAP. UHG’s computations of EBITDA and adjusted EBITDA may not be comparable to EBITDA or adjusted EBITDA of other companies.

The following table presents a reconciliation of EBITDA and adjusted EBITDA to the GAAP financial measure of net income for each of the periods indicated (in thousands, except percentages).

Adjusted Selling, General and Administrative Expense

Adjusted selling, general and administrative expense, or adjusted SG&A, is a supplemental non-GAAP financial measure used by management of the Company. UHG defines adjusted SG&A as SG&A, excluding the effects of stock-based compensation expense, transaction cost expense, and severance expense included in SG&A. Management of UHG believes adjusted SG&A provides useful information to investors because it enables an alternative assessment of the Company's operating results in a manner that is focused on its operating performance.

The following table presents a reconciliation of Adjusted SG&A to the GAAP financial measure of SG&A for the period indicated (in thousands, except percentages).

Adjusted Book Value

Adjusted book value is a supplemental non-GAAP financial measure used by management of the Company. UHG defines adjusted book value as total stockholders' equity (book value), excluding the effect of goodwill and derivative instruments. Management of UHG believes adjusted book value is useful to investors because it excludes the impact of purchase accounting and fair value adjustments on derivative instruments which are not expected to result in economic gain or loss.

The following table presents a reconciliation of adjusted book value to the GAAP financial measure of total stockholders' equity for the period indicated (in thousands).