XML 20 R7.htm IDEA: XBRL DOCUMENT v3.20.4

Intangible Assets, Goodwill and Other - USD ($)

12 Months Ended

Dec. 31, 2020

Dec. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

Intangible Assets

On April 26, 2018 (the “Acquisition Date”), following a series of transactions, the Company acquired substantially all of the assets and assumed certain liabilities of GHO Homes Corporation and its affiliates (“GHO”) through a newly formed subsidiary, GRBK GHO Homes, LLC (“GRBK GHO”), in which the Company holds an 80% controlling interest.

Intangible assets related to the acquired trade name were recognized in this business combination. The amortization of the acquired intangible assets of $0.2 million for the period from April 26, 2018 through December 31, 2018 was recorded in selling, general and administrative expense in the consolidated statements of income. The accumulated amortization of the acquired intangible assets was $0.2 million as of December 31, 2018.

The amortization of the acquired trade name of $0.1 million for each of the years ended December 31, 2020 and 2019, respectively, was recorded in selling, general and administrative expense in the consolidated statements of income. The accumulated amortization of the acquired trade name was $0.2 million and $0.1 million as of December 31, 2020 and December 31, 2019, respectively.

The estimated amortization expense related to the acquired trade name for each of the next five years as of December 31, 2020 is as follows (in thousands):

2021			$	85
2022			85
2023			85
2024			85
2025			85
Total			$	425

Goodwill

The allocation to goodwill represents the excess of the purchase price, including contingent consideration, over the estimated fair value of assets acquired and liabilities assumed. Goodwill results primarily from operational synergies expected from the business combination.

The Company performed its annual goodwill impairment testing during the fourth quarter of 2020 by first completing a qualitative assessment in accordance with ASC 350. The Company determined that it was not more likely than not that the reporting unit’s estimated fair value was less than its carrying value and, therefore, a quantitative impairment test was unnecessary. The Company did not record any goodwill impairment during the years ended December 31, 2020, 2019 and 2018.

Contingent Consideration

In connection with this business combination, the Company may be obligated to pay contingent consideration to our partner if certain annual performance targets are met over the three-year period following the Acquisition Date. The performance targets specified in the purchase agreement were met for the period from April 26, 2018 through December 31, 2018, and contingent consideration of $1.8 million was earned by the minority partner and paid by the Company in April 2019 in addition to a $0.5 million distribution of income. The performance targets specified in the purchase agreement were met for the period from January 1, 2019 through December 31, 2019, and the contingent consideration of $5.3 million was earned by the minority partner and paid by the Company in April 2020 in addition to a $1.5 million distribution of income. The performance targets specified in the purchase agreement were met for the period from January 1, 2020 through December 31, 2020, and the contingent consideration of $0.4 million was earned by the minority partner. As of December 31, 2020, the estimate of the undiscounted contingent consideration payouts for the period from January 1, 2021 through April 26, 2021 was $0.0 million. The change in the range of estimates of the undiscounted contingent consideration compared to the range of estimates disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 was due to revision of the Company’s forecasts of GRBK GHO profits and capital requirements.

Redeemable Noncontrolling Interest in Equity of Consolidated Subsidiary

As part of the GRBK GHO business combination, we entered into a put/call agreement (“Put/Call Agreement”) with respect to the equity interest in the joint venture held by the minority partner. The Put/Call Agreement provided that the 20% ownership interest in GRBK GHO held by the minority partner would be subject to put and purchase options starting in April 2024. The exercise price would be based on the financial results of GRBK GHO for the three years prior to exercise of the option. If the minority partner does not exercise the put option, we have the option, but not the obligation, to buy the 20% interest in GRBK GHO from our partner.

Based on the nature of the put/call structure, the noncontrolling interest attributable to the 20% minority interest owned by our Florida-based partner is included as redeemable noncontrolling interest in equity of consolidated subsidiary in the Company’s consolidated financial statements.

The following table shows the changes in redeemable noncontrolling interest in equity of consolidated subsidiary during the year ended December 31, 2020 (in thousands):

						Years Ended December 31,
						2020						2019
Redeemable noncontrolling interest, beginning of period						$	13,611					$	8,531
Net income attributable to redeemable noncontrolling interest partner						2,377						3,462
Distributions of income to redeemable noncontrolling interest partner						(1,505)						(527)
Change in fair value of redeemable noncontrolling interest						(940)						2,145
Redeemable noncontrolling interest, end of period						$	13,543					$	13,611

Amortization of Intangible Assets

$ 100,000

Finite-Lived Intangible Assets, Accumulated Amortization

$ 200,000

$ 0.1

X

- Definition

The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-URI http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6388964&loc=d3e16225-109274

+ Details

Name:	us-gaap_AmortizationOfIntangibleAssets
Namespace Prefix:	us-gaap_
Data Type:	xbrli:monetaryItemType
Balance Type:	debit
Period Type:	duration

X

- Definition

Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-URI http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275

+ Details

Name:	us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization
Namespace Prefix:	us-gaap_
Data Type:	xbrli:monetaryItemType
Balance Type:	credit
Period Type:	instant

X

- References

No definition available.

+ Details

Name:	us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract
Namespace Prefix:	us-gaap_
Data Type:	xbrli:stringItemType
Balance Type:	na
Period Type:	duration

X

- Definition

The entire disclosure for goodwill and intangible assets.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-URI http://asc.fasb.org/topic&trid=2144416

+ Details

Name:	us-gaap_GoodwillAndIntangibleAssetsDisclosureTextBlock
Namespace Prefix:	us-gaap_
Data Type:	nonnum:textBlockItemType
Balance Type:	na
Period Type:	duration