Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 26, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Green Brick Partners, Inc. | ||
Entity Central Index Key | 1373670 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Common Stock, Shares Outstanding | 31,346,084 | ||
Entity Public Float | $18,964,793 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ||
Cash and cash equivalents | $21,267 | $16,683 |
Restricted cash | 1,709 | 1,383 |
Accounts receivable | 749 | 445 |
Inventory | 274,303 | 228,777 |
Investment in direct financing leases | 2,768 | 8,349 |
Property and equipment, net | 1,629 | 865 |
Notes receivable | 0 | 7,556 |
Earnest money deposits | 6,676 | 3,292 |
Deferred income tax assets, net | 89,197 | 0 |
Other assets | 2,027 | 1,058 |
Total assets | 400,325 | 268,408 |
Liabilities and stockholders' equity | ||
Accounts payable | 13,551 | 8,653 |
Accrued expenses | 11,299 | 6,360 |
Customer and builder deposits | 9,752 | 10,773 |
Obligations related to land not owned under option agreements | 7,914 | 0 |
Borrowings on lines of credit | 14,061 | 17,208 |
Notes payable | 12,151 | 26,595 |
Term loan facility | 150,000 | 0 |
Total liabilities | 218,728 | 69,589 |
Commitments and contingencies (Note 14) | 0 | 0 |
Stockholders’ equity | ||
Common shares, $0.01 par value: 100,000,000 shares authorized; 31,346,084 and 11,108,500 issued and outstanding as of December 30, 2014 and 2013, respectively | 313 | 111 |
Additional paid-in capital | 101,626 | 155,985 |
Retained earnings | 69,919 | 33,014 |
Total Green Brick Partners, Inc. stockholders’ equity | 171,858 | 189,110 |
Noncontrolling interests | 9,739 | 9,709 |
Total stockholders’ equity | 181,597 | 198,819 |
Total liabilities and stockholders’ equity | $400,325 | $268,408 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets [Parenthetical] (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares outstanding (in shares) | 31,346,084 | 11,108,500 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Sale of residential units | $200,650 | $168,591 | $50,105 |
Cost of residential units | -149,365 | -122,616 | -39,642 |
Gross profit on sale of residential units | 51,285 | 45,975 | 10,463 |
Sale of land and lots | 45,452 | 33,735 | 22,927 |
Cost of land and lots | -34,082 | -21,513 | -15,256 |
Gross profit on sale of land and lots | 11,370 | 12,222 | 7,671 |
Salary expense | -14,868 | -10,251 | -3,790 |
Management fees expense – related party | -1,266 | -1,016 | -581 |
Selling, general and administrative expense | -10,099 | -6,623 | -3,312 |
Interest expense | -1,393 | -315 | -351 |
Depreciation and amortization expense | -735 | -292 | -53 |
Interest and fees income | 265 | 2,503 | 6,217 |
Interest on direct financing leases income | 781 | 1,039 | 907 |
Profit participation on notes receivable | 0 | 597 | 2,559 |
Other income, net | 869 | 804 | 1,213 |
Operating and nonoperating income (loss) | -26,446 | -13,554 | 2,809 |
Net income before taxes | 36,209 | 44,643 | 20,943 |
Income tax (benefit) provision | -24,853 | 327 | 231 |
Net income | 61,062 | 44,316 | 20,712 |
Less: net income attributable to noncontrolling interests | 11,036 | 12,309 | 3,518 |
Net income attributable to Green Brick Partners, Inc. | $50,026 | $32,007 | $17,194 |
Net income attributable to Green Brick Partners, Inc. per common share: | |||
Basic (in dollars per share) | $3.40 | $2.88 | $1.55 |
Diluted (in dollars per share) | $3.40 | $2.88 | $1.55 |
Weighted average common shares used in the calculation of net income attributable to Green Brick Partners, Inc. per common share: | |||
Basic (in shares) | 14,712 | 11,109 | 11,109 |
Diluted (in shares) | 14,712 | 11,109 | 11,109 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Total Green Brick Partners, Inc. Stockholders’ Equity | Noncontrolling Interests |
In Thousands, except Share data, unless otherwise specified | ||||||
Balance at Dec. 31, 2011 | $62,079 | $111 | $57,199 | $4,319 | $61,629 | $450 |
Balance (in shares) at Dec. 31, 2011 | 11,108,500 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Contributions | 42,715 | 41,500 | 0 | 41,500 | 1,215 | |
Distributions | -3,818 | 0 | -1,028 | -1,028 | -2,790 | |
Net income | 20,712 | 17,194 | 17,194 | 3,518 | ||
Balance at Dec. 31, 2012 | 121,688 | 111 | 98,699 | 20,485 | 119,295 | 2,393 |
Balance (in shares) at Dec. 31, 2012 | 11,108,500 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Contributions | 59,042 | 57,286 | 0 | 57,286 | 1,756 | |
Distributions | -26,227 | 0 | -19,478 | -19,478 | -6,749 | |
Net income | 44,316 | 32,007 | 32,007 | 12,309 | ||
Balance at Dec. 31, 2013 | 198,819 | 111 | 155,985 | 33,014 | 189,110 | 9,709 |
Balance (in shares) at Dec. 31, 2013 | 11,108,500 | 11,108,500 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 40 | 40 | 40 | |||
Common stock issued in private and public offering (in shares) | 14,000,000 | |||||
Common stock issued in private and public offering | 70,000 | 140 | 69,860 | 70,000 | ||
Issuance of common stock for reverse recapitalization (in shares) | 6,237,584 | |||||
Issuance of common stock for reverse recapitalization | -124,197 | 62 | -124,259 | 0 | -124,197 | 0 |
Contributions | 787 | 0 | 0 | 0 | 787 | |
Distributions | -24,914 | 0 | -13,121 | -13,121 | -11,793 | |
Net income | 61,062 | 50,026 | 50,026 | 11,036 | ||
Balance at Dec. 31, 2014 | $181,597 | $313 | $101,626 | $69,919 | $171,858 | $9,739 |
Balance (in shares) at Dec. 31, 2014 | 31,346,084 | 31,346,084 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net income | $61,062 | $44,316 | $20,712 |
Adjustment to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation and amortization expense | 735 | 292 | 53 |
Share-based compensation | 40 | 0 | 0 |
Deferred income taxes, net | -25,338 | 0 | 0 |
Changes in operating assets and liabilities | |||
Increase in restricted cash | -326 | -1,063 | -320 |
(Increase) decrease in accounts receivable | -303 | -333 | 624 |
Increase in inventory | -37,612 | -96,206 | -98,154 |
Increase in earnest money deposits | -3,384 | -1,983 | -1,309 |
(Increase) decrease in other assets | -828 | -982 | 131 |
Increase in accounts payable | 4,898 | 4,137 | 4,258 |
Increase in accrued expenses | 4,706 | 3,957 | 1,155 |
(Decrease) increase in customer and builder deposits | -1,022 | -1,445 | 9,151 |
Net cash provided by (used in) operating activities | 2,628 | -49,310 | -63,699 |
Cash flows from investing activities | |||
Investment in direct financing leases | 0 | 0 | -13,284 |
Proceeds from sale of investment in direct financing leases | 5,581 | 3,168 | 1,767 |
Issuance of notes receivable | -1,600 | -4,201 | -17,788 |
Repayments of notes receivable | 9,156 | 11,917 | 32,317 |
Acquisition of property and equipment | -1,378 | -687 | -491 |
Net cash provided by investing activities | 11,759 | 10,197 | 2,521 |
Cash flows from financing activities | |||
Cash received as part of reverse recapitalization | 31,916 | 0 | 0 |
Borrowings from lines of credit | 19,000 | 39,000 | 28,203 |
Proceeds from notes payable | 7,989 | 21,462 | 22,876 |
Repayments of lines of credit | -22,147 | -28,336 | -24,609 |
Repayments of notes payable | -22,434 | -16,309 | -5,152 |
Contributions from controlling interests | 0 | 57,286 | 41,500 |
Contributions from noncontrolling interests | 787 | 1,756 | 1,215 |
Distributions to controlling interests | -13,121 | -19,478 | -1,028 |
Distributions to noncontrolling interests | -11,793 | -6,749 | -2,790 |
Net cash (used in) provided by financing activities | -9,803 | 48,632 | 60,215 |
Net cash (used in) provided by financing activities | 4,584 | 9,519 | -963 |
Cash and cash equivalents at beginning of year | 16,683 | 7,164 | 8,127 |
Cash and cash equivalents at beginning of year | 21,267 | 16,683 | 7,164 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest, net of capitalized interest | 1,433 | 497 | 346 |
Cash paid for taxes | 636 | 665 | 138 |
Supplemental disclosure of noncash investing and financing activities: | |||
Increase in land not owned under option agreements | 7,279 | 0 | 0 |
Accrued debt issuance costs | $235 | $0 | $0 |
Organization_and_Basis_of_Pres
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | ORGANIZATION AND BASIS OF PRESENTATION |
When used in these notes, references to the “Company”, “Green Brick”, “we”, “us” or “our” refer to the combined company, which has been renamed Green Brick Partners, Inc. and its subsidiaries, resulting from the acquisition by BioFuel Energy Corp. and its then consolidated subsidiaries (“BioFuel”) of JBGL Builder Finance LLC and its consolidated subsidiaries and affiliated companies (collectively “Builder Finance”), and JBGL Capital Companies (“Capital”), a combined group of commonly managed limited liability companies and partnerships (collectively with Builder Finance “JBGL”) by means of a reverse recapitalization transaction on October 27, 2014. | |
Green Brick Partners, Inc. (formerly named BioFuel Energy Corp.) was incorporated as a Delaware corporation on April 11, 2006, to invest solely in BioFuel Energy, LLC, a limited liability company organized on January 25, 2006, to build and operate ethanol production facilities in the Midwestern United States. On November 22, 2013, the Company disposed of its ethanol plants and all related assets. Following the disposition of these production facilities, we were a public shell company with no substantial operations. | |
On June 10, 2014, the Company entered into a definitive transaction agreement with the owners of JBGL, which provided that we would acquire JBGL for $275 million, payable in cash and shares of our common stock (the “Transaction”). JBGL is a real estate operator involved in the purchase and development of land for residential use, construction lending and home building operations. The Transaction was completed on October 27, 2014 (the “Transaction Date”). Pursuant to the terms of the Transaction, we paid the $275 million purchase price with approximately $191.8 million in cash and the remainder in 11,108,500 shares of our common stock valued at approximately $7.49 per share. | |
The cash portion of the purchase price was primarily funded from the proceeds of a $70.0 million rights offering conducted by the Company (the $70.0 million includes proceeds from purchases of shares of common stock by certain funds and accounts managed by Greenlight Capital, Inc. and its affiliates (“Greenlight”) and Third Point LLC and its affiliates (“Third Point”)) and $150.0 million of debt financing provided by Greenlight pursuant to a loan agreement, with the lenders from time to time party thereto (the “Loan Agreement”). | |
The $70.0 million rights offering included a registered offering by the Company of transferable rights to the public holders of its common stock, as of September 15, 2014 (the “Rights Offering”) to purchase additional shares of common stock. Each right permitted the holder to purchase, at a rights price ultimately equal to $5.00 per share of common stock, 2.2445 shares of common stock. 4,843,384 shares of common stock were purchased in the public Rights Offering for aggregate gross proceeds of approximately $24.2 million. | |
In addition to the Rights Offering, Greenlight and Third Point participated in a private rights offering to purchase additional shares of common stock pursuant to commitment letters. Pursuant to its commitment letter, Third Point agreed to participate in the private rights offering for its full basic subscription privilege in the Rights Offering and to purchase, simultaneously with the consummation of the Rights Offering to the public, all of the available shares not otherwise sold in the Rights Offering following the exercise of all other public holders’ basic subscription privileges. Pursuant to such commitment letters, Greenlight purchased 4,957,618 shares of common stock for aggregate gross proceeds of approximately $24.8 million and Third Point purchased 4,198,998 shares of common stock for aggregate gross proceeds of approximately $21.0 million. | |
As described above, at the time the Transaction was completed, BioFuel was a non-operating public shell corporation with nominal operations and assets consisting of cash, deferred tax assets, and nominal other nonoperating assets. As a result of the Transaction the owners and management of JBGL gained effective operating control of the combined company. As of the Transaction Date, BioFuel did not meet the definition of a business for accounting purposes. | |
Accordingly, for financial reporting purposes, the Transaction was deemed to be a capital transaction in substance and recorded as a reverse recapitalization of JBGL whereby JBGL is deemed to be the continuing, surviving entity for accounting purposes, but through reorganization, has deemed to have adopted the capital structure of BioFuel. Because the acquisition was considered a reverse recapitalization for accounting purposes, the combined historical financial statements of JBGL became our historical financial statements and from the completion of the acquisition on October 27, 2014, the financial statements have been prepared on a consolidated basis. The assets and liabilities of BioFuel have been brought forward at their book value and no goodwill has been recognized in connection with the Transaction. | |
As a result of the Transaction, Green Brick changed its business direction and is now in the real estate industry. The Company is a real estate operator involved in the purchase and development of land for residential use, construction lending and home building operations. The Company is engaged in all aspects of the homebuilding process, including land acquisition and development, entitlements, design, construction, marketing and sales of various residential projects in master planned communities, primarily in the high-growth metropolitan areas of Dallas and Fort Worth, Texas, and Atlanta, Georgia. | |
The consolidated financial statements set forth in this Annual Report on Form 10-K consist of JBGL and BioFuel Energy, LLC. The consolidated financial statements for all periods prior to the reverse recapitalization are the historical financial statements of JBGL, and have been retroactively restated to give effect to the Transaction. | |
Principles of Consolidation and Basis of Presentation | |
The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) and applicable regulations of the Securities and Exchange Commission (“SEC”). | |
The consolidated financial statements include the historic accounts of JBGL and are consolidated with Green Brick beginning October 27, 2014. All intercompany balances and transactions have been eliminated in consolidation. Investments in which the Company directly or indirectly has an interest of more than 50 percent and/or is able to exercise control over the operations have been fully consolidated and noncontrolling interests are stated separately in the consolidated financial statements as required under the provisions of FASB ASC 810, Consolidations. The Company has created subsidiaries for each significant community and or project in which it invests. We had seventy-seven subsidiaries as of December 31, 2014. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Accounting Policies [Abstract] | ||||||||||||
Significant Accounting Policies | SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Use of Estimates | ||||||||||||
The preparation of the consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes, including the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. | ||||||||||||
Cash and Cash Equivalents | ||||||||||||
The Company considers all cash and short term liquid investments with original maturities of 90 days or less to be cash and cash equivalents. The cash balances of the Company are held in multiple financial institutions. At times, cash and cash equivalent balances at certain banks and financial institutions may exceed insurable amounts. The Company believes it mitigates this risk by monitoring the financial stability of institutions holding material cash balances. The Company has not experienced any losses in such accounts and believes that the risk of loss is minimal. | ||||||||||||
Restricted Cash | ||||||||||||
Restricted cash primarily relates to refundable customer deposits, some of which are held in escrow. | ||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | ||||||||||||
Accounts receivable represent amounts due from customers and third parties originating during the normal course of business. As of December 31, 2014 and 2013, all amounts are considered fully collectible and no allowance for doubtful accounts is recorded. The allowance for doubtful accounts is estimated based on our historical losses, the existing economic conditions, and the financial stability of our customers. Receivables are written-off in the period that they are deemed uncollectible. | ||||||||||||
Inventory and Cost of Sales | ||||||||||||
Inventory consists primarily of land in the process of development, undeveloped land, developed lots, model homes, completed homes, and raw land scheduled for development, primarily in Texas and Georgia. Inventory is valued at cost unless the carrying value is determined to be not recoverable in which case the affected inventory is written down to fair value. Cost includes any related pre-acquisition costs that are directly identifiable with a specific property so long as those pre-acquisition costs are recoverable at the sale of the property. | ||||||||||||
Residential lots held for sale and lots held for development include the initial cost of acquiring the land as well as certain costs capitalized related to developing the land into individual residential lots including interest and real estate taxes. | ||||||||||||
Land, development and other project costs, including interest and property taxes incurred during development and home construction, are capitalized. Land development and other common costs that benefit an entire community are allocated to individual lots or homes based on relative sales value. The costs of lots are transferred to homes in progress when home construction begins. Home construction costs and related carrying charges (principally interest and property taxes) are allocated to the cost of individual homes using the specific identification method. | ||||||||||||
Inventory costs for completed homes are expensed as cost of sales as homes are sold. Changes to estimated total development costs subsequent to initial home closings in a community are generally allocated to the unsold homes in the community on a pro-rata basis. The life cycle of a community generally ranges from two to six years, commencing with the acquisition of land, continuing through the land development phase, and concluding with the construction, sale, and delivery of homes. | ||||||||||||
As of December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Completed home inventory and residential lots held for sale | 47,048 | 33,950 | ||||||||||
Work in process | 203,756 | 140,325 | ||||||||||
Undeveloped land | 16,220 | 54,502 | ||||||||||
Land not owned under option agreements | 7,279 | — | ||||||||||
Total Inventory | 274,303 | 228,777 | ||||||||||
Impairment of Real Estate Inventory | ||||||||||||
In accordance with the ASC Topic 360, Property, Plant, and Equipment, we evaluate our real estate inventory for indicators of impairment by individual community and development during each reporting period. | ||||||||||||
For our builder operations segment, due largely to the relatively short construction periods of homes (generally ranging from three to eight months) in our communities, our growth over the past three years, and the favorable conditions of the housing market since 2011, we have not experienced any circumstances during the years ended December 31, 2014 and December 31, 2013 that are indicators of potential impairment within our builder operations segment. During each reporting period, community gross margins are reviewed by management. In the event that inventory in an individual community is moving at a slower than anticipated absorption pace or the average sales prices or margins within an individual community are trending downward and are anticipated to continue to trend downward over the life of the community, we will further investigate these communities and evaluate them for impairment. | ||||||||||||
For our land development segment, we perform a quarterly review for indicators of impairment for each project which involves projecting future lot sales based on executed contracts and comparing these revenues to projected costs. In determining the allocation of costs to a particular land parcel, we rely on project budgets that are based on a variety of assumptions, including assumptions about schedules and future costs to be incurred. It is common that actual results differ from budgeted amounts for various reasons, including delays, increases in costs that have not been committed, unforeseen issues encountered during project development that fall outside the scope of existing contracts, or items that ultimately cost more or less than the budgeted amount. While the actual results for a particular project are accurately reported over time, a variance between the budget and actual costs could occur. To reduce the potential for such variances, we apply procedures on a consistent basis, including assessing and revising project budgets on a periodic basis, obtaining commitments from subcontractors and vendors for future costs to be incurred and utilizing the most recent information available to estimate costs. | ||||||||||||
Each reporting period, we perform review our real estate assets to determine whether the estimated remaining future cash flows of the development are more or less than the asset’s carrying value. The estimated cash flows are determined by projecting the remaining sales revenue from lot sales based on the contractual lot takedowns remaining or historical/projected home sales/delivery absorptions for homebuilding operations and then comparing that to the remaining projected expenditures for development or home construction. Remaining projected expenditures are based on the most current pricing/bids received from subcontractors for current phases or homes under development. For future phases of land development, management uses its best judgment to project potential cost increases. Management has typically assumed 5 – 10% cost increases on future phases, assuming no bids have been received from subcontractors. When projecting sales revenue, management does not assume improvement in market conditions. | ||||||||||||
If the estimated cash flows are more than the asset’s carrying value, no impairment adjustment is required. However, if the estimated cash flows are less than the asset’s carrying value, the asset is deemed impaired and will be written down to fair value. These impairment evaluations require us to make estimates and assumptions regarding future conditions, including timing and amounts of development costs and sales prices of real estate assets, to determine if expected future cash flows will be sufficient to recover the asset’s carrying value. | ||||||||||||
Fair value is determined based on estimated future cash flows discounted for inherent risks associated with real estate assets. These discounted cash flows are impacted by expected risk based on estimated land development activities, construction and delivery timelines, market risk of price erosion, uncertainty of development or construction cost increases, and other risks specific to the asset or market conditions where the asset is located when assessment is made. These factors are specific to each community and may vary among communities. | ||||||||||||
When estimating cash flows of a community, we make various assumptions, including: (i) expected sales prices and sales incentives to be offered, including the number of homes available, pricing and incentives being offered by us or other builders in other communities, and future sales price adjustments based on market and economic trends; (ii) expected sales pace and cancellation rates based on local housing market conditions, competition and historical trends; (iii) costs expended to date and expected to be incurred including, but not limited to, land and land development costs, home construction costs, interest costs, indirect construction and overhead costs, and selling and marketing costs; (iv) alternative product offerings that may be offered that could have an impact on sales pace, sales price and/or building costs; and (v) alternative uses for the property. Many assumptions are interdependent and a change in one may require a corresponding change to other assumptions. For example, increasing or decreasing sales absorption rates has a direct impact on the estimated per unit sales price of a home, the level of time-sensitive costs (such as indirect construction, overhead and carrying costs), and selling and marketing costs (such as model maintenance costs and advertising costs). Due to uncertainties in the estimation process, the significant volatility in demand for new housing and the long life cycle of many communities, actual results could differ significantly from such estimates. | ||||||||||||
For the years ended December 31, 2014 and 2013, the Company has not identified any indicators of impairment or changes in circumstances that may indicate that the carrying amount of an asset may be impaired. | ||||||||||||
Capitalization of Interest | ||||||||||||
We capitalize interest costs incurred to inventory during active development and other qualifying activities. Interest capitalized as cost of inventory is charged to cost of sales as related homes, land and/or lots are closed. Interest incurred that is directly attributable to specific mortgaged undeveloped land is directly expensed and included in interest expense in our consolidated statements of income. | ||||||||||||
For the years ended December 31, 2014, 2013 and 2012 interest incurred, capitalized and expensed was as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Interest capitalized at beginning of year | $ | 1,065 | $ | 53 | $ | 100 | ||||||
Interest incurred | 4,146 | 1,380 | 405 | |||||||||
Interest charged to cost of sales | (105 | ) | (53 | ) | (101 | ) | ||||||
Interest charged to interest expense | (1,393 | ) | (315 | ) | (351 | ) | ||||||
Interest capitalized at end of year | $ | 3,713 | $ | 1,065 | $ | 53 | ||||||
Earnest Money Deposits | ||||||||||||
The Company accounts for variable interest entities in accordance with ASC Topic 810, Consolidation (“ASC 810”). Under ASC 810, an entity is a variable interest entity (“VIE”) when: (a) the equity investment at risk in the entity is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by other parties, including the equity holders; (b) the entity’s equity holders as a group either (i) lack the direct or indirect ability to make decisions about the entity, (ii) are not obligated to absorb expected losses of the entity or (iii) do not have the right to receive expected residual returns of the entity; or (c) the entity’s equity holders have voting rights that are not proportionate to their economic interests, and the activities of the entity involve or are conducted on behalf of the equity holder with disproportionately few voting rights. | ||||||||||||
If an entity is deemed to be a VIE pursuant to ASC 810, an enterprise that has both: (i) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb the expected losses of the entity or right to receive benefits from the entity that could be potentially significant to the VIE, is considered the primary beneficiary and must consolidate the VIE. In accordance with ASC 810, the Company performs ongoing reassessments of whether an enterprise is the primary beneficiary of a VIE. | ||||||||||||
In the ordinary course of business, the Company enters into land option agreements in order to procure land for the construction of homes in the future. Pursuant to these land option agreements, the Company generally provides a deposit to the seller as consideration for the right to purchase land at different times in the future, usually at predetermined prices. Such contracts enable the Company to defer acquiring portions of properties owned by third parties or unconsolidated entities until the Company has determined whether and when to exercise its option, which reduces the Company’s financial risks associated with long-term land holdings. Option deposits and pre-acquisition costs (such as environmental testing, surveys, engineering, and entitlement costs) are capitalized if the costs are directly identifiable with the land under option and acquisition of the property is probable. Such costs are reflected in other assets and are reclassified to inventory upon taking title to the land. The Company writes off deposits and pre-acquisition costs when it becomes probable that the Company will not go forward with the project or recover the capitalized costs. Such decisions take into consideration changes in local market conditions, the timing of required land takedowns, the availability and best use of necessary incremental capital, and other factors. As of December 31, 2014, the Company had land option agreements with potential purchase payments through 2017. | ||||||||||||
Under ASC 810, a non-refundable deposit paid to an entity is deemed to be a variable interest that will absorb some or all of the entity’s expected losses if they occur and, as such, the Company’s land option agreements are considered variable interests. The Company’s land options agreement deposits along with any related pre-acquisition costs generally represent the Company’s maximum exposure to the land seller if the Company elects not to purchase the optioned property. Therefore, whenever the Company enters into a land option or purchase contract with an entity and makes a non-refundable deposit, a VIE may have been created. However, the Company generally has little control or influence over the operations of these VIEs due to the Company’s lack of an equity interest in them. Additionally, creditors of the VIE typically have no recourse against the Company, and the Company does not provide financial or other support to these VIEs other than as stipulated in the land option agreements. In accordance with ASC 810, the Company performs ongoing reassessments of whether the Company is the primary beneficiary of a VIE. As a result of the foregoing, the Company was not required to consolidate any VIE as of December 31, 2014 and 2013. | ||||||||||||
Sales with Option to Repurchase | ||||||||||||
The Company sold land and then entered into land option contracts to repurchase the land from the buyers. Our utilization of land option contracts is dependent on, among other things, the availability of land sellers willing to enter into these arrangements, the availability of capital to finance the development of optioned lots, general housing market conditions, and local market dynamics. Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions. For accounting purposes in accordance with ASC 360-20-40-38, Property, Plant, and Equipment, these transactions are considered a financing rather than a sale. As a result, we recorded $7.3 million and $0.0 million at December 31, 2014 and 2013, respectively, to land not owned under option agreements with a corresponding increase to obligations related to land not owned under option agreements on the consolidated balance sheets. | ||||||||||||
Investment in Direct Financing Leases | ||||||||||||
The Company has entered into a series of direct finance leases for a portfolio of model homes. The Company leases these model homes to the entity that it acquired the homes from. The lessee has the option to repurchase the model homes at a predetermined price. The lease payments are recorded as interest on direct financing leases income in the consolidated statements of income. | ||||||||||||
Property and Equipment, Net | ||||||||||||
Property and equipment are stated at cost less accumulated depreciation. Repairs and maintenance are expensed as incurred. Depreciation is computed over the estimated useful lives of the assets using the straight line method. The estimated useful lives of assets range from three to ten years. | ||||||||||||
Notes Receivable | ||||||||||||
Notes receivable are stated at principal balances, net of deferred fees. Interest is recognized over the term of the note and is calculated on principal amounts outstanding, including accrued interest which is typically added to the principal balances monthly. Origination fees, as well as certain direct origination costs, are deferred and amortized as a yield adjustment over the lives of the related notes using a method that approximates the interest method. For acquired notes, if, at acquisition, the Company could not reasonably estimate cash flows from such notes or, if subsequent to acquisition, such cash flows could not be estimated, such notes would be accounted for on a non-accrual basis. For non-accrual notes, interest income is subsequently recognized on a cash basis as long as the remaining book balance of the asset is deemed to be collectible. If collectability is questionable, then cash payments are applied to principal. Some notes have specific profit participation features. Upon payoff of certain notes resulting from closing of real estate projects, the Company may recognize revenue from these special participation features which is included within profit participation on notes receivable within the consolidated statements of income | ||||||||||||
Allowance for Losses on Notes Receivable | ||||||||||||
The Company evaluates the need for an allowance for notes receivable losses on a regular basis by reviewing the collectability of the notes in light of historical experience, the nature and volume of the note portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. | ||||||||||||
While borrowers may not have the ability to repay the notes by any means other than the sale of the underlying collateral, the Company believes the borrowers will be able to sell the properties in the normal course of business at prices well in excess of the note balances. In addition, if the borrowers are unable to fulfill their commitments under the note contracts, the Company believes the collateral can be foreclosed and sold at prices that will preclude any losses to the Company. | ||||||||||||
Customer and Builder Deposits | ||||||||||||
The Company typically requires customers to submit a deposit for home purchases and for builders to submit a deposit in connection with their construction loan agreements. The deposits serve as a guarantee to performance under home purchase and building contracts. Cash received as customer deposits are shown as restricted cash on the consolidated balance sheets. | ||||||||||||
Warranties | ||||||||||||
The Company accrues an estimate of its exposure to warranty claims based on both current and historical home sales data and warranty costs incurred. The Company offers homeowners a comprehensive third party warranty on each home. Homes are generally covered by a ten year warranty for qualified and defined structural defects, one year for defects and products used, two years for electrical, mechanical and plumbing systems. The Company accrues between $250 and $800 per home closed for future warranty claims, and evaluates the adequacy of the reserve annually. Warranty accruals are included within accrued expenses on the consolidated balance sheets. | ||||||||||||
Net Income Attributable to Green Brick Partners, Inc. per Share | ||||||||||||
Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during each period. Diluted earnings per share is calculated using the treasury stock method and includes the effect of all dilutive securities, including stock options. | ||||||||||||
The computation of basic and diluted net income attributable to Green Brick Partners, Inc. per share using the treasury stock method is as follows (in thousands, except per share amounts): | ||||||||||||
Years End December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Basic net income attributable to Green Brick Partners, Inc. per share | ||||||||||||
Net income attributable to Green Brick Partners, Inc. —basic | $ | 50,026 | $ | 32,007 | $ | 17,194 | ||||||
Weighted-average number of shares outstanding —basic | 14,712 | 11,109 | 11,109 | |||||||||
Basic net income attributable to Green Brick Partners, Inc. per share | $3.40 | $2.88 | $1.55 | |||||||||
Diluted net income attributable to Green Brick Partners, Inc. per share | ||||||||||||
Net income attributable to Green Brick Partners, Inc. —diluted | $ | 50,026 | $ | 32,007 | $ | 17,194 | ||||||
Weighted-average number of shares outstanding —diluted | 14,712 | 11,109 | 11,109 | |||||||||
Diluted net income attributable to Green Brick Partners, Inc. per share | $3.40 | $2.88 | $1.55 | |||||||||
The following securities that could potentially dilute earnings per share in the future are not included in the determination of diluted net income attributable to Green Brick Partners, Inc. per common share (in thousands): | ||||||||||||
Years End December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Antidilutive options to purchase common stock | $ | 129 | $ | — | $ | — | ||||||
Revenue Recognition | ||||||||||||
Revenue from sales of residential units, land and lots are not recognized until a sale is deemed to be consummated. Consummation is defined as: a) when the parties are bound by the terms of a contract; b) all net consideration has been exchanged; c) any permanent financing for which the seller is responsible has been arranged; d) continuing investment is adequate to demonstrate a commitment to pay for the home; and e) all conditions precedent to closing have been performed. Generally, consummation does not happen until a sale has closed. When the earnings process is complete and a sale has closed, income is recognized under the full accrual method which allows full recognition of the gain on the sale at the time of closing. | ||||||||||||
Cost Recognition | ||||||||||||
Lot acquisition, materials, other direct costs, interest and other indirect costs related to the acquisition, development, and construction of lots and homes are capitalized. Direct and indirect costs of developing residential lots are allocated evenly to all applicable lots. Capitalized costs of residential lots are charged to earnings when the related revenue is recognized. Costs in connection with developed lots and completed homes and other selling and administrative costs are charged to earnings when incurred. | ||||||||||||
Advertising Expense | ||||||||||||
The Company expenses advertising as incurred. Advertising costs are included in selling, general and administrative expense in the consolidated statements of income. Advertising expense for the years ended December 31, 2014, 2013 and 2012 totaled $0.4 million, $0.5 million and $0.5 million, respectively. | ||||||||||||
Debt Issuance Costs | ||||||||||||
Debt issuance costs of $0.4 million and $0.0 million at December 31, 2014 and December 31, 2013, respectively, represent costs incurred related to the Term Loan Facility, as defined in Note 8, and are included as part of other assets on the consolidated balance sheet. $0.2 million of the debt issuance costs incurred during the year ended December 31, 2014 is included in accrued expenses on the consolidated balance sheet at December 31, 2014. These costs are amortized, using an effective interest method, through interest expense over the term of the Term Loan Facility. | ||||||||||||
Share-Based Compensation | ||||||||||||
We measure and account for share-based awards in accordance with ASC Topic 718, “Compensation - Stock Compensation”. Share-based compensation expense associated with stock options with vesting contingent upon the achievement of service conditions is recognized on a straight-line basis, net of estimated forfeitures of unvested stock options, over the requisite service period the awards are expected to vest. We estimate the aggregate intrinsic value of stock options with vesting contingent upon the achievement of service conditions as of the date the award was granted using the Black-Scholes option pricing model. The Black-Scholes option-pricing model requires the use of certain input variables, such as expected volatility, risk-free interest rate and expected award life. | ||||||||||||
Income Taxes | ||||||||||||
Until October 27, 2014, JBGL (the accounting acquirer of Green Brick) was not a taxable entity for U.S. federal and state income tax purposes with the exception of Texas. Taxes on its net income were borne by its members through the allocation of taxable income. Upon completion of the reverse recapitalization of Green Brick, JBGL became part of a consolidated taxable entity. The Transaction resulted in the change of JBGL’s tax status that resulted in the recognition of a one-time income tax benefit in the income statement of approximately $26.6 million. | ||||||||||||
BioFuel had approximately $182.3 million of federal net operating loss carryforwards and approximately $21.6 million of state net operating loss carryforwards as of the Transaction Date. The Company re-assessed the need for a valuation allowance as of the Transaction Date and concluded, on a more-likely-than-not basis, that the deferred income tax assets, except for the state loss carryforwards, would be realized, giving consideration to the historical, current year and projected operating results of Green Brick. As a result of the re-assessment, the Company recorded $63.9 million of net deferred income tax assets at the Transaction Date, with an offset in additional paid-in-capital. The effect of the re-assessment had no impact on income tax expense. | ||||||||||||
The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company regularly review historical and anticipated future pre-tax results of operations to determine whether we will be able to realize the benefit of deferred tax assets. A valuation allowance is required to reduce the deferred tax asset when it is more-likely-than-not that all or some portion of the deferred tax asset will not be realized due to the lack of sufficient taxable income. The Company establishes reserves for uncertain tax positions that reflect its best estimate of deductions and credits that may not be sustained on a more-likely-than-not basis. | ||||||||||||
As of December 31, 2014, we had deferred tax assets of $89.2 million, which was net of a valuation allowance in the amount of $1.2 million relating to state loss carryforwards. The deferred tax assets are primarily related to $62.6 million for federal net operating loss carryforwards and $26.1 million for basis in partnerships.The deferred tax assets are primarily related to our federal net operating loss carryforwards and basis in partnerships. The net operating losses were approximately $178.8 million and the basis in partnerships was $70.9 million at December 31, 2014. For accounting purposes, a valuation allowance is required to reduce a deferred tax asset if it is determined that it is more-likely-than-not that all or some portion of the deferred tax asset will not be realized due to the lack of sufficient taxable income or other limitation on the Company’s ability to utilize the loss carryforward. Prior to the Transaction, BioFuel had recorded a valuation allowance against the full value of the deferred tax assets related to federal and state net operating losses due to a history of operating losses. The valuation allowance attributable to deferred tax assets other than the state loss carryforwards recorded by BioFuel prior to the Transaction Date was reversed through equity on the Transaction Date. | ||||||||||||
The net operating loss carryforwards will begin to expire beginning with the year ending December 31, 2029. The Company’s ability to utilize its net operating loss carryforwards will depend on the amount of taxable income that the Company generates in future periods. Based on our 2014, 2013 and 2012 taxable income results and projections of taxable income, Company management expects that the Company should generate sufficient taxable income to utilize substantially all of the net operating loss carryforwards before they expire. The Company will continue to evaluate the appropriateness of a valuation allowance in future periods based on the consideration of all available evidence, including the generation of taxable income, using the more-likely-than-not standard. | ||||||||||||
Fair Value Measurements | ||||||||||||
The Company has adopted and implemented the provisions of FASB ASC 820-10, Fair Value Measurements, with respect to fair value measurements of: (a) all elected financial assets and liabilities; and (b) any nonfinancial assets and liabilities that are recognized or disclosed in the consolidated financial statements at fair value on a recurring basis (at least annually). Under FASB ASC 820-10, fair value is defined as an exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. These provisions establish a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of input are defined as follows: | ||||||||||||
Level 1 — | unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company; | |||||||||||
Level 2 — | inputs that are observable in the marketplace other than those classified as Level 1; and | |||||||||||
Level 3 — | inputs that are unobservable in the marketplace and significant to the valuation. | |||||||||||
Entities are encouraged to maximize the use of observable inputs and minimize the use of unobservable inputs. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. | ||||||||||||
The Company’s valuation methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. | ||||||||||||
At December 31, 2014 and 2013 there were no assets or liabilities carried at fair value. | ||||||||||||
Noncontrolling Interests | ||||||||||||
We own 50% controlling interests in several builders. The financial statements of these builders are consolidated in our consolidated financial statements. The noncontrolling interests attributable to the 50% minority interests not owned by us are included as part of noncontrolling interests on the consolidated balance sheets. | ||||||||||||
Segment Information | ||||||||||||
The Company’s operations are organized into two reportable segments: builder operations and land development. Builder operations consist of two operating segments: Texas and Georgia. In accordance with ASC 280, Segment Reporting, in determining the most appropriate reportable segments, we considered similar economic and other characteristics, geography including product types, production processes, average selling prices, gross profits, suppliers, land acquisition results, and underlying demand and supply. | ||||||||||||
Recent Accounting Pronouncements | ||||||||||||
In May 2014, FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The standard will replace most existing revenue recognition guidance in GAAP when it becomes effective. The standard is effective for the Company on January 1, 2017. Early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company has not yet selected a transition method and is currently evaluating the effect that the standard will have on its consolidated financial statements and related disclosures. | ||||||||||||
In August 2014, FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The standard requires an entity's management to evaluate at each annual and interim reporting period whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date the financial statements are issued and to provide related footnote disclosures. The standard is effective for the first annual period ending after December 15, 2016, and interim periods thereafter. The Company does not believe that the adoption of this standard will have a material effect on its consolidated financial statements and related disclosures. |
Reverse_Recapitalization
Reverse Recapitalization | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Equity [Abstract] | ||||
Reverse Recapitalization | REVERSE RECAPITALIZATION | |||
The authorized common stock of the Company consists of 100,000,000 shares with a $0.01 par value. | ||||
On June 10, 2014, the Company entered into a definitive transaction agreement with the owners of JBGL, which provided that we would acquire JBGL for $275 million, payable in cash and shares of our common stock. The Transaction was completed on October 27, 2014. Pursuant to the terms of the Transaction, we paid the $275 million purchase price with approximately $191.8 million in cash and the remainder in 11,108,500 shares of our common stock valued at approximately $7.49 per share. | ||||
After giving effect to the Transaction, there were 31,346,084 shares of our common stock outstanding. Prior to the Transaction, we were a non-operating public shell company with with nominal operations and assets consisting of cash, deferred tax assets, and nominal other nonoperating assets. | ||||
For accounting purposes, this transaction is being accounted for as a reverse recapitalization and has been treated as a recapitalization of JBGL, the accounting acquirer. JBGL's financial statements became the financial statements of the registrant The Company did not recognize goodwill or any intangible assets in connection with the transaction. The historical financial consolidated statements of the Company are those of JBGL. From the date of the Transaction and subsequent, the consolidated financial statements include the results of the consolidated entities of the Company. | ||||
For financial reporting purposes, the 11,108,500 shares issued by BioFuel in conjunction with the Transaction have been presented as outstanding for all periods. All share and per share amounts have been retroactively restated to the earliest periods presented to reflect the transaction. The contributions from and distributions to equity holders during the periods presented were contributed from and distributed to equity holders whom were members of JBGL pre-Transaction. | ||||
The following table summarizes the net identifiable liabilities of BioFuel retained on the Transaction Date (in thousands): | ||||
Cash | $ | 31,916 | ||
Deferred tax assets | 65,020 | |||
Deferred tax assets valuation allowance | (1,161 | ) | ||
Other assets | 591 | |||
Debt | (150,000 | ) | ||
Other liabilities | (312 | ) | ||
Net liabilities acquired | $ | (53,946 | ) | |
BioFuel incurred acquisition costs of approximately $3.2 million included in additional paid-in-capital on our consolidated balance sheets for the year ended December 31, 2014. Since the transaction is considered a reverse recapitalization, the presentation of pro-forma financial information was not required. |
Investment_in_Direct_Financing
Investment in Direct Financing Leases | 12 Months Ended |
Dec. 31, 2014 | |
Leases [Abstract] | |
Investment in Direct Financing Leases | INVESTMENT IN DIRECT FINANCING LEASES |
Direct financing leases bear interest at rates from 10% to 12%. Some of these include a profit participation which is recognized on the sale of the property under lease which is shown as Interest on direct financing leases income on the consolidated statements of income. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment | PROPERTY AND EQUIPMENT | |||||||
The following is a summary of property and equipment and related accumulated depreciation by major classification as of December 31, 2014 and 2013 (in thousands): | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Office furniture and equipment | $ | 196 | $ | 150 | ||||
Computers and equipment | 465 | 339 | ||||||
Model home furnishings | 1,114 | 647 | ||||||
Field trailers | 10 | 10 | ||||||
Design center | 470 | 96 | ||||||
2,255 | 1,242 | |||||||
Less: accumulated deprecation | (626 | ) | (377 | ) | ||||
Total property and equipment, net | $ | 1,629 | $ | 865 | ||||
Depreciation expense for the years ended December 31, 2014, 2013 and 2012 totaled $0.2 million, $0.3 million, and $0.1 million, respectively. |
Notes_Receivable
Notes Receivable | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Receivables [Abstract] | |||||||||||
Notes Receivable | NOTES RECEIVABLE | ||||||||||
Notes receivable represents amounts due from third parties involved in development and home building activities. Notes receivables are secured by collateral property and guaranteed by individual third parties. There were no notes receivable due from third parties as of December 31, 2014, as they were paid in full during the year ended December 31, 2014. | |||||||||||
Notes receivable as of December 31, 2013 were noted as follows (in thousands): | |||||||||||
Borrower | Principal & Interest due at 12/31/2013 | Interest Rate | Maturity Date | ||||||||
Rivendell UM, LLC | $ | 5,256 | 17.90% | (1) | November 23, 2014 | ||||||
Major Road Developers, LLC(2) | 2,200 | —% | (3) | Various(4) | |||||||
Other(5) | 100 | 5% | July 10, 2015 | ||||||||
Total notes receivable | $ | 7,556 | |||||||||
-1 | Interest rate increased from 15% to 17.9% upon renewal on November 23, 2013. | ||||||||||
-2 | The owners of the borrower individually guaranteed the completion and associated costs of the homes collateralizing the note. | ||||||||||
-3 | The 0% interest rate entitled the Company to first lien over other potential lenders. | ||||||||||
-4 | Maturity dates were upon closing of underlying lots collateralizing this note. | ||||||||||
-5 | Balance at December 31, 2013 related primarily to Willowcrest | ||||||||||
At December 31, 2013, notes receivable were concentrated by geographic area in Colorado, Georgia and Texas. | |||||||||||
Location | December 31, 2013 | ||||||||||
Colorado | 70 | % | |||||||||
Georgia | 29 | % | |||||||||
Texas | 1 | % |
Earnest_Money_Deposits
Earnest Money Deposits | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Other Restricted Assets [Abstract] | ||||
Earnest Money Deposits | EARNEST MONEY DEPOSITS | |||
Earnest money deposits act as security for option agreements for the purchase of land for the construction of homes in the future. As of December 31, 2014 and 2013, there were 1,082 and 910 lots under option, respectively, with a total exercise price of approximately $71.6 million and $61.8 million, respectively. The option agreements in place at December 31, 2014 and 2013 provide for potential land purchase payments in each year through 2017. | ||||
These lot option contracts do not have takedown schedules. If each option agreement in place at December 31, 2014 was exercised, expected land purchase payments under these agreements would be as follows (in thousands): | ||||
Total | ||||
2015 | $ | 37,383 | ||
2016 | 23,269 | |||
2017 | 10,918 | |||
$ | 71,570 | |||
Debt
Debt | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||
Debt | DEBT | |||||||||||||||
Term Loan Facility | ||||||||||||||||
Term loan facility outstanding at December 31, 2014 and 2013 consists of the following (in thousands): | ||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||
Term Loan Facility | $ | 150,000 | $ | — | ||||||||||||
On October 27, 2014, in connection with the Transaction, the Company entered into the Loan Agreement, a guaranty and a pledge and security agreement with certain funds and accounts managed by Greenlight, our largest shareholder. Greenlight beneficially owns approximately 49.9% of the voting power of the Company. The Loan Agreement provides for a five year term loan facility in an aggregate principal amount of $150.0 million which funded part of the Transaction (the “Term Loan Facility”). Certain subsidiaries of the Company guarantee obligations under the Term Loan Facility pursuant to the guaranty. | ||||||||||||||||
The Term Loan Facility bears interest at 9.0% per annum, payable quarterly, from October 27, 2014 through the first anniversary thereof and 10.0% per annum thereafter. The Company has a one-time right to elect to pay up to four consecutive quarters’ interest in kind. The Term Loan Facility is subject to mandatory prepayment with 100% of the net cash proceeds received from the incurrence of certain debt by the Company or the issuance of certain equity securities. Voluntary prepayments of the Term Loan Facility is permitted at any time. All prepayments made prior to October 27, 2016 are subject to a 1.0% prepayment premium. | ||||||||||||||||
The Term Loan Facility is secured by a first priority lien on substantially all of our assets and substantially all of the assets, subject to certain exceptions, of each of the Company’s subsidiaries. | ||||||||||||||||
The costs associated with the issuance of the Term Loan Facility of $0.4 million were deferred and are included in other assets in our consolidated balance sheets. We are amortizing these debt issuance costs to interest expense over the term of the Term Loan Facility using the effective interest method. | ||||||||||||||||
The Term Loan Facility is subject to customary affirmative covenants, including affirmative covenants relating to: reporting requirements; preservation of existence; payment of liabilities, including taxes; maintenance of insurance; visitation rights; keeping of records and books of accounts; compliance with laws; use of proceeds; further assurance; additional security; environmental compliance; and, accounting and financial management. | ||||||||||||||||
The Term Loan Facility is also subject to customary negative covenants, including negative covenants relating to limits on: incurrence of indebtedness and liens; investments; dividends and related distributions; liquidations; mergers and acquisitions; disposition of assets or subsidiaries; transactions with affiliates; change in business; change of fiscal year; issuance of stock by subsidiaries; amendments to organizational documents; entering into inconsistent agreements; foreign subsidiaries; and, entering into hedging arrangements. | ||||||||||||||||
In addition, the Term Loan Facility requires the Company to maintain a fixed charge coverage ratio, tested quarterly, of no more than (a) 0.80 to 1.00 as of the last day of any fiscal quarter in which all or a portion of the interest on the facility for such fiscal quarter is paid-in kind for the previous four quarter period ending prior to such date or (b) 1.00 to 1.20 as of the last day of any other fiscal quarter for the previous four quarter period ending prior to such date. | ||||||||||||||||
We were in compliance with all covenants of the Term Loan Facility at December 31, 2014. | ||||||||||||||||
Lines of Credit | ||||||||||||||||
Lines of credit outstanding at December 31, 2014 and 2013 consist of the following (in thousands): | ||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||
Promissory note to Inwood National Bank (“Inwood”): | ||||||||||||||||
Direct finance leases A(1) | $ | 662 | $ | 2,439 | ||||||||||||
Direct finance leases B(2) | 899 | 2,269 | ||||||||||||||
John’s Creek(3) | 12,500 | 12,500 | ||||||||||||||
Total lines of credit | $ | 14,061 | $ | 17,208 | ||||||||||||
-1 | During 2012, a subsidiary of JBGL opened a line of credit (“LOC”) issued by Inwood in the amount of $4.8 million maturing on April 13, 2014, bearing interest at 4.0%, and collateralized by the leased assets. The LOC was renewed during 2014 until April 13, 2015. Management plans to renew the LOC prior to the maturity date. | |||||||||||||||
-2 | During 2012, a subsidiary of JBGL opened a LOC issued by Inwood in the amount of $3.0 million maturing on September 15, 2014, bearing interest at 4.0%, and collateralized by the leased assets. The LOC was renewed until April 13, 2015. | |||||||||||||||
-3 | During 2012, a subsidiary of JBGL opened a LOC with Inwood in the amount of $8.0 million. On October 13, 2013, the JBGL subsidiary extended this revolving credit facility and increased the size from $8.0 million to $25.0 million maturing on October 13, 2014. Interest accrues and is payable monthly at a rate of 4.0%. Amounts drawn under this credit facility as of December 31, 2014 totaled $12.5 million and were secured by land owned in John’s Creek, Georgia. The credit facility was renewed until October 13, 2015. | |||||||||||||||
Under the LOC agreements with Inwood described above, the Company is required to maintain minimum multiples of net worth in excess of the outstanding LOC balances. We were in compliance with this covenant as of December 31, 2014. | ||||||||||||||||
Notes Payable | ||||||||||||||||
Notes payable outstanding at December 31, 2014 and 2013 consist of the following (in thousands): | ||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||
Note payable to unrelated third party: | ||||||||||||||||
Briar Ridge Investments, LTD(1) | $ | 9,000 | $ | 9,000 | ||||||||||||
PlainsCapital Bank(2) | — | 7,500 | ||||||||||||||
Bossy Boots Holding, LTD(3) | — | 5,655 | ||||||||||||||
Lakeside DFW Land, LTD(4) | 1,824 | 2,980 | ||||||||||||||
Other | — | 39 | ||||||||||||||
Subordinated Lot Notes(5) | 1,327 | 1,421 | ||||||||||||||
Total notes payable | $ | 12,151 | $ | 26,595 | ||||||||||||
-1 | On December 13, 2013, a subsidiary of JBGL signed a promissory note for $9 million maturing at December 13, 2017, bearing interest at 6.0% collateralized by land purchased in Allen, Texas. Accrued interest at December 31, 2014 was $0. | |||||||||||||||
-2 | On December 17, 2013, a subsidiary of JBGL initiated a promissory note with PlainsCapital Bank for $7.5 million maturing on December 17, 2015, bearing interest at 5.0%, collateralized by a lien on lots and land located in the Carrollton, Texas area and subject to certain covenants. This promissory was paid in full during in September 2014. | |||||||||||||||
-3 | On December 31, 2012, a subsidiary of JBGL signed a promissory note for $17.1 million maturing on February 28, 2014, bearing interest at 6.0%, collateralized by a tract of land located in Allen, Texas. Accrued interest is payable upon maturity. This note was paid in full during 2014. | |||||||||||||||
-4 | On April 15, 2013, a subsidiary of JBGL signed a promissory note for $3.5 million maturing on January 22, 2014 bearing interest at 6.0% collateralized by land located in Denton, Texas. This note was paid in full during 2014. On April 16, 2014, a new promissory note was signed for $3.3 million maturing on April 30, 2015 bearing interest at 5.0% collateralized by land located in Denton, Texas. $1.5 million of this note was repaid in July, 2014. | |||||||||||||||
-5 | Subsidiaries of the Company purchased lots under various agreements from unrelated third parties. The sellers of these lots have subordinated a percentage of the lot purchase price to various construction loans of subsidiaries of the Company’s construction loans. Notes were signed in relation to the subordination bearing interest at between 8.0% and 14.0% percent, collateralized by liens on the homes built on each lot. The sellers will release their lien upon payment of principle plus accrued interest at the closing of each individual home to a third party buyer | |||||||||||||||
The approximate annual minimum principal payments over the next five years under the debt agreements as of December 31, 2014 are (in thousands): | ||||||||||||||||
Line of Credit | Notes Payable | Term Loan Facility | Total | |||||||||||||
2015 | $ | 14,061 | $ | 2,473 | $ | — | $ | 16,534 | ||||||||
2016 | — | 678 | — | 678 | ||||||||||||
2017 | — | 9,000 | — | 9,000 | ||||||||||||
2018 | — | — | — | — | ||||||||||||
2019 and thereafter | — | — | 150,000 | 150,000 | ||||||||||||
$ | 14,061 | $ | 12,151 | $ | 150,000 | $ | 176,212 | |||||||||
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||
Share-Based Compensation | SHARE-BASED COMPENSATION | ||||||||||||||
2014 Omnibus Equity Incentive Plan (the “2014 Equity Plan”) | |||||||||||||||
On October 17, 2014, the Company’s stockholders approved the Green Brick Partners, Inc. 2014 Omnibus Equity Incentive Plan (the “2014 Equity Plan”). The Board of Directors of the Company had previously approved the 2014 Equity Plan on July 8, 2014, subject to stockholder approval. The 2014 Equity Plan became effective upon the completion of the Transaction on October 27, 2014. The purpose of the 2014 Equity Plan is to provide a means for the Company to attract and retain key personnel and to provide a means whereby current and prospective directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of the Company’s common stock, thereby strengthening their commitment to the welfare of the Company and aligning their interests with those of the Company’s stockholders. The 2014 Equity Plan will terminate automatically on the tenth anniversary of the date it becomes effective. No awards will be granted under the 2014 Equity Plan after that date, but awards granted prior to that date may extend beyond that date. | |||||||||||||||
Under the 2014 Equity Plan, awards of stock options, including both incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock and restricted stock units, other share-based awards and performance compensation awards may be granted. The maximum number of shares of the Company’s common stock that is authorized and reserved for issuance under the 2014 Equity Plan is 2,350,956 shares, subject to adjustment for certain corporate events or changes in the Company’s capital structure. | |||||||||||||||
In general, the Company’s employees or those reasonably expected to become the Company's employees, consultants and directors, are eligible for awards under the 2014 Equity Plan, provided that incentive stock options may be granted only to employees. After the consummation of the Transaction and the effectiveness of the 2014 Equity Plan, the Company has four executive officers, six non-employee directors and approximately 150 other employees (including employees of our builders) who are eligible to receive awards under the 2014 Equity Plan. A written agreement between the Company and each participant will evidence the terms of each award granted under the 2014 Equity Plan. | |||||||||||||||
The shares that may be issued pursuant to awards are shares of the Company’s common stock and the maximum aggregate amount of common stock which may be issued upon exercise of all awards under the 2014 Equity Plan, including incentive stock options, may not exceed 2,350,956 shares, subject to adjustment to reflect certain corporate transactions or changes in the Company’s capital structure. If any award under the 2014 Equity Plan expires or otherwise terminates, in whole or in part, without having been exercised in full, the common stock withheld from issuance under that award will become available for future issuance under the plan. If shares issued under the 2014 Equity Plan are reacquired by the Company pursuant to the terms of any forfeiture provision, those shares will become available for future awards under the plan. Awards that can only be settled in cash will not be treated as shares of common stock granted for purposes of the 2014 Equity Plan. The maximum amount that can be paid to any single participant in any one calendar year pursuant to a cash bonus award under the 2014 Equity Plan is $2,000,000. No awards were issued under the 2014 Equity Plan as of December 31, 2014. | |||||||||||||||
Stock Options | |||||||||||||||
In connection with the Transaction, the Company entered into a stock option agreement with our Chief Executive Officer, James R. Brickman, pursuant to which Mr. Brickman received a one-time award of stock options to purchase 500,000 shares of common stock. The stock option has a per share exercise price equal to approximately $7.49, which is based on the weighted average price of the Company’s common stock for the five trading days immediately prior to the date of grant, October 27, 2014. Subject to Mr. Brickman’s continued employment, the stock option will vest and become exercisable in five substantially equal installments on each of the first five anniversaries of the date of grant. In the event that Mr. Brickman’s employment is terminated by the Company without cause, any unvested portion of the stock option will vest and become exercisable as of the date of such termination. These stock options were not granted under the 2014 Equity Plan. | |||||||||||||||
Except as otherwise directed by the Compensation Committee, the exercise price for stock options cannot be less than the fair market value of our common stock on the grant date. The options generally vest and become exercisable in five substantially equal installments on each of the first five anniversaries of the grant date. Compensation expense related to these options is expensed on a straight line basis over the five year service period. There were no stock options issued during the years ended December 31, 2013 and December 31, 2012. | |||||||||||||||
The following table summarizes the share-based compensation expense incurred by the Company (in thousands): | |||||||||||||||
Years Ended December 31, | |||||||||||||||
2014 | 2013 | 2012 | |||||||||||||
Stock options | $ | (40 | ) | $ | — | $ | — | ||||||||
At December 31, 2014, the estimated total remaining unamortized share-based compensation expense, net of forfeitures, was $1.4 million which is expected to be recognized over a weighted-average period of 4.8 years. | |||||||||||||||
A summary of stock option activity as of December 31, 2014, and the changes during the year ended December 31, 2014 is as follows: | |||||||||||||||
Number of Shares (in thousands) | Weighted Average Exercise Price per Share | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in thousands) | ||||||||||||
Options outstanding, January 1, 2014 | — | $ | — | ||||||||||||
Granted | 500 | 7.49 | |||||||||||||
Exercised | — | — | |||||||||||||
Forfeited | — | — | |||||||||||||
Options outstanding, December 31, 2014 | 500 | $ | 7.49 | 9.82 | $ | 357 | |||||||||
Options exercisable, December 31, 2014 | — | $ | — | — | $ | — | |||||||||
A summary of our unvested stock options as of December 31, 2014, and the changes during the year ended December 31, 2014 is as follows (shares in thousands): | |||||||||||||||
Number of Shares (in thousands) | Weighted Average Per Share Grant Date Fair Value | ||||||||||||||
Unvested, January 1, 2014 | — | $ | — | ||||||||||||
Granted | 500 | $ | 2.88 | ||||||||||||
Vested | — | $ | — | ||||||||||||
Forfeited | — | $ | — | ||||||||||||
Unvested, December 31, 2014 | 500 | $ | 2.88 | ||||||||||||
Valuation of Share-Based Awards | |||||||||||||||
We utilized the Black-Scholes option pricing model for estimating the grant date fair value of stock options with the following assumptions: | |||||||||||||||
Risk-Free Interest Rate | Expected Term (in years) | Weighted Average Expected Stock Price Volatility | Expected Dividend Yield | Weighted Average Per Share Grant Date Fair Value | |||||||||||
Fiscal year 2014 | 1.94 | % | 6.5 | 37.2 | % | — | % | $ | 2.88 | ||||||
We based the risk-free interest rates on the implied yield available on U.S. Treasury constant maturities in effect at the time of the grant with remaining terms equivalent to the respective expected terms of the stock options. Because we do not have any history of stock option exercises, we calculated the expected award term using the simplified method. We determined the expected volatility based on a combination of implied market volatilities and other factors. We have not paid any dividends since our inception and do not anticipate paying any cash dividends on our common stock in the foreseeable future. | |||||||||||||||
In addition to the variables above, we are also required to estimate at the grant date the likelihood that the award will ultimately vest (the “pre-vesting forfeiture rate”), and revise the estimate, if necessary, in future periods if the actual forfeiture rate differs. We determine the forfeiture rate based on historical activity of the grantees, including the groups in which the grantees are part of, such as directors, executives and employees. We utilized a forfeiture rate of 0% during the year ended December 31, 2014. |
Employee_Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefits | EMPLOYEE BENEFITS |
We have a qualifying 401(k) defined contribution plan that covers employees at one of our subsidiaries, The Providence Group LLC (TPG). Each year, we may make discretionary matching contributions equal to a percentage of the employees' contributions. The Company did not contribute any matching contributions to the 401(k) plan during the years ended December 31, 2014, 2013 and 2012. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | INCOME TAXES | |||||||||||
Provision for Income Taxes | ||||||||||||
The components of income before income taxes attributable to our operations are as follows (in thousands): | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | 485 | 327 | 231 | |||||||||
Total current | 485 | 327 | 231 | |||||||||
Deferred | ||||||||||||
Federal | (23,308 | ) | — | — | ||||||||
State | (2,030 | ) | — | — | ||||||||
Total deferred | (25,338 | ) | — | — | ||||||||
Total income tax (benefit) provision | $ | (24,853 | ) | $ | 327 | $ | 231 | |||||
Deferred Income Taxes | ||||||||||||
The primary differences between the financial statement and tax bases of assets and liabilities are as follows (in thousands): | ||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Accrued bonuses | $ | 315 | $ | — | ||||||||
Accrued severance pay | 11 | — | ||||||||||
Stock-based compensation | 14 | — | ||||||||||
Federal net operating loss carryover | 62,575 | — | ||||||||||
State net operating loss carryover | 1,161 | — | ||||||||||
Basis in partnerships | 26,123 | — | ||||||||||
Warranty accrual | 161 | — | ||||||||||
Historical BioFuel capitalized start-up costs | 24 | — | ||||||||||
Historical BioFuel - other | 16 | — | ||||||||||
90,400 | — | |||||||||||
Valuation allowance | (1,161 | ) | — | |||||||||
Deferred tax assets, net | 89,239 | — | ||||||||||
Deferred tax liabilities: | ||||||||||||
Prepaid insurance | (11 | ) | — | |||||||||
Noncontrolling interests impact of M-1s | (31 | ) | — | |||||||||
Deferred tax liabilities, net | (42 | ) | — | |||||||||
The Company assesses the recoverability of deferred tax assets and the need for a valuation allowance on an ongoing basis. In making this assessment, management considers all available positive and negative evidence and available income tax planning to determine whether it is more-likely-than-not that some portion or all of the deferred tax assets will be realized in future periods. This assessment requires significant judgment and estimates involving current and deferred income taxes, tax attributes relating to the interpretation of various tax laws, historical bases of tax attributes associated with certain assets and limitations surrounding the realization of deferred tax assets. | ||||||||||||
The Company files a federal corporate income tax return. The operations of JBGL subsequent to the Transaction Date will be included in the Company’s federal income tax filing. | ||||||||||||
As of December 31, 2014, the federal net operating loss carryforward was approximately $178.8 million, which will begin to expire beginning with the year ending December 31, 2029. The U.S. federal statute of limitations remains open for our 2011 and subsequent tax years. Due to the carryover of the federal net operating losses for years 2008 and forward, income tax returns going back to the 2008 year are subject to adjustment. The Colorado and Minnesota statute of limitations remains open for our 2010 and subsequent tax years. The Nebraska statute of limitations remains open for our 2011 and subsequent tax years. Additionally, JBGL's partnerships filed returns in Texas and Georgia. The Georgia statute of limitations remains open for the 2011 and subsequent tax years. Any Georgia adjustments relating to returns filed by the partnerships would be borne by the partners. The Texas statute of limitations remains open for the 2010 and subsequent tax years. | ||||||||||||
The Company is not presently under examination by the Internal Revenue Service, nor has it been contacted. | ||||||||||||
The Company has no uncertain income tax positions at December 31, 2014. | ||||||||||||
Effective Tax rate Reconciliation | ||||||||||||
A reconciliation between our effective tax rate on income before income tax (benefit) provision and the U.S. federal statutory rate is as follows (amounts in thousands): | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Tax on pre-tax book income (before reduction for noncontrolling interests) | $ | 12,673 | $ | — | $ | — | ||||||
Pre-Transaction earnings taxed to partners | (10,634 | ) | — | — | ||||||||
Tax effect of non-controlled earnings post Transaction | (644 | ) | — | — | ||||||||
Change in partnership tax status | (25,244 | ) | — | — | ||||||||
Change in partnership tax status - state benefit | (1,320 | ) | — | — | ||||||||
State tax expense, net | 315 | 327 | 231 | |||||||||
Perm items - other | 1 | — | — | |||||||||
Total tax expense | $ | (24,853 | ) | $ | 327 | $ | 231 | |||||
(68.6 | )% | 0.7 | % | 1.1 | % | |||||||
Net Operating Losses and Valuation Allowances | ||||||||||||
As of December 31, 2014, we have $178.8 million of federal net operating loss carryforwards that will expire beginning with the year ending in December 31, 2029. Our ability to utilize our net operating loss carryforwards depends on the amount of taxable income we generate in future periods. Based on our 2014, 2013 and 2012 taxable income results and projections of taxable income, management expects that the Company will generate sufficient taxable income to utilize substantially all of the federal net operating loss carryforwards before they expire. We also have approximately $21.6 million of state net operating loss carryforwards that have varying dates of expiration. We believe it is more-likely-than-not that the state loss carryforwards will expire prior to their utilization. As a result, a $21.6 million valuation allowance is recorded against the state loss carryforwards in full. The assessment of the need for a valuation allowance considered all available positive and negative information and available tax planning. | ||||||||||||
Prior to the Transaction Date, JBGL was not a taxable entity for U.S. federal income tax purposes. Taxes on its net income were borne by its members through the allocation of taxable income. Upon completion of the reverse recapitalization of Green Brick, JBGL became part of a consolidated taxable entity. The Transaction resulted in the change of JBGL’s tax status that resulted in the recognition of a one-time income tax benefit in the income statement of approximately $26.6 million. | ||||||||||||
BioFuel had approximately $182.3 million of federal net operating loss carryforwards and approximately $21.6 million of state net operating loss carryforwards as of the Transaction Date. The Company re-assessed the need for a valuation allowance as of the Transaction Date and concluded, on a more-likely-than-not basis, that the deferred income tax assets, except for the state loss carryforwards, would be realized, giving consideration to the historical, current year and projected operating results of JBGL. As a result of the re-assessment, the Company recorded $63.9 million of net deferred income tax assets at the Transaction Date, with an offset in additional paid-in-capital. The effect of the re-assessment had no impact on income tax expense. | ||||||||||||
The rollforward of valuation allowances is as follows (amounts in thousands): | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Valuation allowance at beginning of the year | $ | — | $ | — | ||||||||
BioFuel valuation allowance at the Transaction Date | 65,020 | — | ||||||||||
Release of valuation allowance at Transaction Date | (63,859 | ) | — | |||||||||
Valuation allowance at end of the year | $ | 1,161 | $ | — | ||||||||
(1)Amount was released through additional paid-in capital at the Transaction Date. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS |
During 2014, 2013 and 2012, the Company had related party transactions through the normal course of business. These transactions include the following: | |
Through November 2014, the Company leased its Dallas, Texas headquarters on a month-to-month basis from family members of the Company's Chief Executive Officer. During 2014, 2013 and 2012, the Company paid rent of $13,913, $28,137, and $18,000, respectively under this agreement which is included in selling, general and administrative expense in the consolidated statements of income. | |
Through the Transaction Date, the Company paid a quarterly management fee to an executive calculated at .375% of cumulative capital contributions of certain members of Builder Finance at the end of each quarter. During 2014, 2013 and 2012, the Company incurred $1.3 million, $1.0 million, and $0.6 million, respectively of expenses from this arrangement which are included as management fees in the consolidated statements of income. | |
The Company received interest income from companies that are affiliates of the Company in connection with construction loans. Interest income received during 2014, 2013 and 2012, totaled $0.0 million, $0.7 million, and $0.9 million, respectively and are included in interest and fees in the consolidated statements of income. | |
On October 27, 2014, in connection with the Transaction, the Company entered into a loan agreement, a guaranty and a pledge and security agreement with certain funds and accounts managed by Greenlight, our largest shareholder. Greenlight beneficially owns approximately 49.9% of the voting power of the Company. The loan agreement provides for a five year term loan facility in an aggregate principal amount of $150.0 million which funded part of the Transaction (the “Term Loan Facility”). Certain subsidiaries of the Company guarantee obligations under the Term Loan Facility pursuant to the guaranty. The Term Loan Facility bears interest at 9.0% per annum, payable quarterly, from October 27, 2014 through the first anniversary thereof and 10.0% per annum thereafter. The total Term Loan Facility, including accrued interest, payable at December 31, 2014 was approximately $152.4 million. During the year ended December 31, 2014, the Company incurred and capitalized interest costs of $2.4 million under the Term Loan Facility. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS |
Fair Value of Financial Instruments | |
The Company’s financial instruments, none of which are held for trading purposes, include cash and cash equivalents, restricted cash, accounts receivable, notes receivable, investment in direct financing lease, earnest money deposits, other assets, accounts payable, accrued liabilities, customer and builder deposits, obligations related to land not owned under option agreements, borrowings on lines of credit, notes payable, and Term Loan Facility. The Company estimates that due to the short term nature of underlying instruments or the proximity of the underlying transaction to the applicable reporting date that the fair value of all financial instruments does not differ materially from the aggregate carrying values recorded in the consolidated financial statements at December 31, 2014 and 2013. Per the fair value hierarchy, level 1 financial instruments include: cash and cash equivalents, restricted cash, earnest money deposits, and customer and builder deposits. All other instruments are deemed to be level 3. | |
The fair value of our Term Loan Facility approximates its carrying value of $150.0 million at December 31, 2014. The fair value is based upon a discounted future cash flow model, which uses level 3 inputs. | |
Fair Value of Nonfinancial Instruments | |
Nonfinancial assets and liabilities include items such as inventory and long lived assets that are measured at cost unless the carrying value is determined to be not recoverable in which case the affected instrument is written down to fair value. During the years ended December 31, 2014 and 2013, the Company did not record any fair value adjustments to those financial and nonfinancial assets and liabilities measured at fair value on a nonrecurring basis. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES | |||||||||||
Warranties | ||||||||||||
Warranty activity, included in accrued expenses in our consolidated balance sheets, for 2014, 2013 and 2012 consists of the following (in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Beginning balance | $ | 328 | $ | 58 | $ | 3 | ||||||
Additions | 388 | 290 | 57 | |||||||||
Charges | (256 | ) | (20 | ) | (2 | ) | ||||||
Ending balance | $ | 460 | $ | 328 | $ | 58 | ||||||
Commitments | ||||||||||||
The Company had a month to month lease with a related party (See Note 11). The Company also has leases associated with office space in Georgia and Texas which are classified as operating leases. Rent expense under these leases totaled $0.5 million, $0.2 million, and $0.1 million in 2014, 2013 and 2012, respectively and are included in the selling, general and administrative expense in the consolidated statements of income. | ||||||||||||
The approximate annual minimum lease payments over the next five years under the operating lease as of December 31, 2014 are (in thousands): | ||||||||||||
2015 | $ | 583 | ||||||||||
2016 | 572 | |||||||||||
2017 | 578 | |||||||||||
2018 | 591 | |||||||||||
2019 and thereafter | 1,217 | |||||||||||
$ | 3,541 | |||||||||||
Legal Matters | ||||||||||||
Lawsuits, claims and proceedings may be instituted or asserted against us in the normal course of business. The Company is also subject to local, state and federal laws and regulations related to land development activities, house construction standards, sales practices, employment practices and environmental protection. As a result, the Company may be subject to periodic examinations or inquiry by agencies administering these laws and regulations. | ||||||||||||
The Company records a reserve for potential legal claims and regulatory matters when they are probable of occurring and a potential loss is reasonably estimable. The Company accrues for these matters based on facts and circumstances specific to each matter and revises these estimates when necessary. | ||||||||||||
In view of the inherent difficulty of predicting outcomes of legal claims and related contingencies, the Company generally cannot predict their ultimate resolution, related timing or eventual loss. If evaluations indicate loss contingencies that could be material are not probable, but are reasonably possible, the Company will disclose their nature with an estimate of possible range of losses or a statement that such loss is not reasonably estimable. At December 31, 2014 and 2013, the Company did not have any accruals for asserted or unasserted matters. |
Segment_Information
Segment Information | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Segment Information | SEGMENT INFORMATION | |||||||||||
Financial information relating to Company’s reportable segments was as follows. Operational results of each reportable segment are not necessarily indicative of the results that would have been achieved had the reportable segment been an independent, stand-alone entity during the periods presented. | ||||||||||||
Years End December 31, | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Revenues: | ||||||||||||
Builder Operations | ||||||||||||
Texas | $ | 83,958 | $ | 52,764 | $ | 11,659 | ||||||
Georgia | 116,692 | 115,827 | 38,446 | |||||||||
Land Development | 45,452 | 33,735 | 22,927 | |||||||||
$ | 246,102 | $ | 202,326 | $ | 73,032 | |||||||
Gross profit: | ||||||||||||
Builder Operations | ||||||||||||
Texas | $ | 20,109 | $ | 15,055 | $ | 2,325 | ||||||
Georgia | 31,176 | 30,920 | 8,138 | |||||||||
Land Development | 11,370 | 12,222 | 7,671 | |||||||||
$ | 62,655 | $ | 58,197 | $ | 18,134 | |||||||
2014 | 2013 | |||||||||||
Inventory: | ||||||||||||
Builder Operations | ||||||||||||
Texas | $ | 44,771 | $ | 25,494 | ||||||||
Georgia | 129,361 | 99,239 | ||||||||||
Land Development | 100,171 | 104,044 | ||||||||||
$ | 274,303 | $ | 228,777 | |||||||||
Subsequent_Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Event | SUBSEQUENT EVENT |
No events have occurred subsequent to December 31, 2014, that have required recognition or disclosure in the Company's financial statements. |
Quarterly_Financial_Data_Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Quarterly Financial Data (Unaudited) | QUARTERLY FINANCIAL DATA (UNAUDITED) | ||||||||||||||||
Summarized unaudited quarterly results of operations for the years ended December 31, 2014 and December 31, 2013 are as follows (in thousands, except per share amounts): | |||||||||||||||||
Year Ended December 31, 2014 | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
Revenues | $ | 63,009 | $ | 65,843 | $ | 49,676 | $ | 67,574 | |||||||||
Gross profits | 15,848 | 16,483 | 15,024 | 15,300 | |||||||||||||
Net income attributable to Green Brick Partners, Inc. | 7,349 | 7,410 | 3,694 | 31,573 | |||||||||||||
Net income attributable to Green Brick Partners, Inc. per common share: | |||||||||||||||||
Basic | $0.66 | $0.67 | $0.33 | $1.24 | |||||||||||||
Diluted | $0.66 | $0.67 | $0.33 | $1.24 | |||||||||||||
Year Ended December 31, 2013 | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
Revenues | $ | 32,760 | $ | 46,711 | $ | 67,156 | $ | 55,699 | |||||||||
Gross profits | 9,122 | 12,368 | 20,847 | 15,860 | |||||||||||||
Net income attributable to Green Brick Partners, Inc. | 6,031 | 7,615 | 9,513 | 8,848 | |||||||||||||
Net income attributable to Green Brick Partners, Inc. per common share: | |||||||||||||||||
Basic | $0.54 | $0.69 | $0.86 | $0.79 | |||||||||||||
Diluted | $0.54 | $0.69 | $0.86 | $0.79 |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Accounting Policies [Abstract] | ||||||
Basis of Presentation | The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) and applicable regulations of the Securities and Exchange Commission (“SEC”). | |||||
Principles of Consolidation | The consolidated financial statements include the historic accounts of JBGL and are consolidated with Green Brick beginning October 27, 2014. All intercompany balances and transactions have been eliminated in consolidation. Investments in which the Company directly or indirectly has an interest of more than 50 percent and/or is able to exercise control over the operations have been fully consolidated and noncontrolling interests are stated separately in the consolidated financial statements as required under the provisions of FASB ASC 810, Consolidations. The Company has created subsidiaries for each significant community and or project in which it invests. We had seventy-seven subsidiaries as of December 31, 2014. | |||||
Use of Estimates | The preparation of the consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes, including the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. | |||||
Cash and Cash Equivalents | The Company considers all cash and short term liquid investments with original maturities of 90 days or less to be cash and cash equivalents. The cash balances of the Company are held in multiple financial institutions. At times, cash and cash equivalent balances at certain banks and financial institutions may exceed insurable amounts. The Company believes it mitigates this risk by monitoring the financial stability of institutions holding material cash balances. The Company has not experienced any losses in such accounts and believes that the risk of loss is minimal. | |||||
Restricted Cash | Restricted cash primarily relates to refundable customer deposits, some of which are held in escrow. | |||||
Accounts Receivable and Allowance for Doubtful Accounts | Accounts receivable represent amounts due from customers and third parties originating during the normal course of business. As of December 31, 2014 and 2013, all amounts are considered fully collectible and no allowance for doubtful accounts is recorded. The allowance for doubtful accounts is estimated based on our historical losses, the existing economic conditions, and the financial stability of our customers. Receivables are written-off in the period that they are deemed uncollectible. | |||||
Inventory and Impairment of Real Estate Inventory | Inventory consists primarily of land in the process of development, undeveloped land, developed lots, model homes, completed homes, and raw land scheduled for development, primarily in Texas and Georgia. Inventory is valued at cost unless the carrying value is determined to be not recoverable in which case the affected inventory is written down to fair value. Cost includes any related pre-acquisition costs that are directly identifiable with a specific property so long as those pre-acquisition costs are recoverable at the sale of the property. | |||||
Residential lots held for sale and lots held for development include the initial cost of acquiring the land as well as certain costs capitalized related to developing the land into individual residential lots including interest and real estate taxes. | ||||||
Land, development and other project costs, including interest and property taxes incurred during development and home construction, are capitalized. Land development and other common costs that benefit an entire community are allocated to individual lots or homes based on relative sales value. The costs of lots are transferred to homes in progress when home construction begins. Home construction costs and related carrying charges (principally interest and property taxes) are allocated to the cost of individual homes using the specific identification method. | ||||||
Inventory costs for completed homes are expensed as cost of sales as homes are sold. Changes to estimated total development costs subsequent to initial home closings in a community are generally allocated to the unsold homes in the community on a pro-rata basis. The life cycle of a community generally ranges from two to six years, commencing with the acquisition of land, continuing through the land development phase, and concluding with the construction, sale, and delivery of homes. | ||||||
As of December 31, | ||||||
2014 | 2013 | |||||
Completed home inventory and residential lots held for sale | 47,048 | 33,950 | ||||
Work in process | 203,756 | 140,325 | ||||
Undeveloped land | 16,220 | 54,502 | ||||
Land not owned under option agreements | 7,279 | — | ||||
Total Inventory | 274,303 | 228,777 | ||||
Impairment of Real Estate Inventory | ||||||
In accordance with the ASC Topic 360, Property, Plant, and Equipment, we evaluate our real estate inventory for indicators of impairment by individual community and development during each reporting period. | ||||||
For our builder operations segment, due largely to the relatively short construction periods of homes (generally ranging from three to eight months) in our communities, our growth over the past three years, and the favorable conditions of the housing market since 2011, we have not experienced any circumstances during the years ended December 31, 2014 and December 31, 2013 that are indicators of potential impairment within our builder operations segment. During each reporting period, community gross margins are reviewed by management. In the event that inventory in an individual community is moving at a slower than anticipated absorption pace or the average sales prices or margins within an individual community are trending downward and are anticipated to continue to trend downward over the life of the community, we will further investigate these communities and evaluate them for impairment. | ||||||
For our land development segment, we perform a quarterly review for indicators of impairment for each project which involves projecting future lot sales based on executed contracts and comparing these revenues to projected costs. In determining the allocation of costs to a particular land parcel, we rely on project budgets that are based on a variety of assumptions, including assumptions about schedules and future costs to be incurred. It is common that actual results differ from budgeted amounts for various reasons, including delays, increases in costs that have not been committed, unforeseen issues encountered during project development that fall outside the scope of existing contracts, or items that ultimately cost more or less than the budgeted amount. While the actual results for a particular project are accurately reported over time, a variance between the budget and actual costs could occur. To reduce the potential for such variances, we apply procedures on a consistent basis, including assessing and revising project budgets on a periodic basis, obtaining commitments from subcontractors and vendors for future costs to be incurred and utilizing the most recent information available to estimate costs. | ||||||
Each reporting period, we perform review our real estate assets to determine whether the estimated remaining future cash flows of the development are more or less than the asset’s carrying value. The estimated cash flows are determined by projecting the remaining sales revenue from lot sales based on the contractual lot takedowns remaining or historical/projected home sales/delivery absorptions for homebuilding operations and then comparing that to the remaining projected expenditures for development or home construction. Remaining projected expenditures are based on the most current pricing/bids received from subcontractors for current phases or homes under development. For future phases of land development, management uses its best judgment to project potential cost increases. Management has typically assumed 5 – 10% cost increases on future phases, assuming no bids have been received from subcontractors. When projecting sales revenue, management does not assume improvement in market conditions. | ||||||
If the estimated cash flows are more than the asset’s carrying value, no impairment adjustment is required. However, if the estimated cash flows are less than the asset’s carrying value, the asset is deemed impaired and will be written down to fair value. These impairment evaluations require us to make estimates and assumptions regarding future conditions, including timing and amounts of development costs and sales prices of real estate assets, to determine if expected future cash flows will be sufficient to recover the asset’s carrying value. | ||||||
Fair value is determined based on estimated future cash flows discounted for inherent risks associated with real estate assets. These discounted cash flows are impacted by expected risk based on estimated land development activities, construction and delivery timelines, market risk of price erosion, uncertainty of development or construction cost increases, and other risks specific to the asset or market conditions where the asset is located when assessment is made. These factors are specific to each community and may vary among communities. | ||||||
When estimating cash flows of a community, we make various assumptions, including: (i) expected sales prices and sales incentives to be offered, including the number of homes available, pricing and incentives being offered by us or other builders in other communities, and future sales price adjustments based on market and economic trends; (ii) expected sales pace and cancellation rates based on local housing market conditions, competition and historical trends; (iii) costs expended to date and expected to be incurred including, but not limited to, land and land development costs, home construction costs, interest costs, indirect construction and overhead costs, and selling and marketing costs; (iv) alternative product offerings that may be offered that could have an impact on sales pace, sales price and/or building costs; and (v) alternative uses for the property. Many assumptions are interdependent and a change in one may require a corresponding change to other assumptions. For example, increasing or decreasing sales absorption rates has a direct impact on the estimated per unit sales price of a home, the level of time-sensitive costs (such as indirect construction, overhead and carrying costs), and selling and marketing costs (such as model maintenance costs and advertising costs). Due to uncertainties in the estimation process, the significant volatility in demand for new housing and the long life cycle of many communities, actual results could differ significantly from such estimates. | ||||||
Capitalization of Interest | We capitalize interest costs incurred to inventory during active development and other qualifying activities. Interest capitalized as cost of inventory is charged to cost of sales as related homes, land and/or lots are closed. Interest incurred that is directly attributable to specific mortgaged undeveloped land is directly expensed and included in interest expense in our consolidated statements of income. | |||||
Earnest Money Deposits | The Company accounts for variable interest entities in accordance with ASC Topic 810, Consolidation (“ASC 810”). Under ASC 810, an entity is a variable interest entity (“VIE”) when: (a) the equity investment at risk in the entity is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by other parties, including the equity holders; (b) the entity’s equity holders as a group either (i) lack the direct or indirect ability to make decisions about the entity, (ii) are not obligated to absorb expected losses of the entity or (iii) do not have the right to receive expected residual returns of the entity; or (c) the entity’s equity holders have voting rights that are not proportionate to their economic interests, and the activities of the entity involve or are conducted on behalf of the equity holder with disproportionately few voting rights. | |||||
If an entity is deemed to be a VIE pursuant to ASC 810, an enterprise that has both: (i) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb the expected losses of the entity or right to receive benefits from the entity that could be potentially significant to the VIE, is considered the primary beneficiary and must consolidate the VIE. In accordance with ASC 810, the Company performs ongoing reassessments of whether an enterprise is the primary beneficiary of a VIE. | ||||||
In the ordinary course of business, the Company enters into land option agreements in order to procure land for the construction of homes in the future. Pursuant to these land option agreements, the Company generally provides a deposit to the seller as consideration for the right to purchase land at different times in the future, usually at predetermined prices. Such contracts enable the Company to defer acquiring portions of properties owned by third parties or unconsolidated entities until the Company has determined whether and when to exercise its option, which reduces the Company’s financial risks associated with long-term land holdings. Option deposits and pre-acquisition costs (such as environmental testing, surveys, engineering, and entitlement costs) are capitalized if the costs are directly identifiable with the land under option and acquisition of the property is probable. Such costs are reflected in other assets and are reclassified to inventory upon taking title to the land. The Company writes off deposits and pre-acquisition costs when it becomes probable that the Company will not go forward with the project or recover the capitalized costs. Such decisions take into consideration changes in local market conditions, the timing of required land takedowns, the availability and best use of necessary incremental capital, and other factors. As of December 31, 2014, the Company had land option agreements with potential purchase payments through 2017. | ||||||
Under ASC 810, a non-refundable deposit paid to an entity is deemed to be a variable interest that will absorb some or all of the entity’s expected losses if they occur and, as such, the Company’s land option agreements are considered variable interests. The Company’s land options agreement deposits along with any related pre-acquisition costs generally represent the Company’s maximum exposure to the land seller if the Company elects not to purchase the optioned property. Therefore, whenever the Company enters into a land option or purchase contract with an entity and makes a non-refundable deposit, a VIE may have been created. However, the Company generally has little control or influence over the operations of these VIEs due to the Company’s lack of an equity interest in them. Additionally, creditors of the VIE typically have no recourse against the Company, and the Company does not provide financial or other support to these VIEs other than as stipulated in the land option agreements. In accordance with ASC 810, the Company performs ongoing reassessments of whether the Company is the primary beneficiary of a VIE. As a result of the foregoing, the Company was not required to consolidate any VIE as of December 31, 2014 and 2013. | ||||||
Sales with Option to Repurchase | The Company sold land and then entered into land option contracts to repurchase the land from the buyers. Our utilization of land option contracts is dependent on, among other things, the availability of land sellers willing to enter into these arrangements, the availability of capital to finance the development of optioned lots, general housing market conditions, and local market dynamics. Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions. For accounting purposes in accordance with ASC 360-20-40-38, Property, Plant, and Equipment, these transactions are considered a financing rather than a sale. As a result, we recorded $7.3 million and $0.0 million at December 31, 2014 and 2013, respectively, to land not owned under option agreements with a corresponding increase to obligations related to land not owned under option agreements on the consolidated balance sheets. | |||||
Investment in Direct Financing Leases | The Company has entered into a series of direct finance leases for a portfolio of model homes. The Company leases these model homes to the entity that it acquired the homes from. The lessee has the option to repurchase the model homes at a predetermined price. The lease payments are recorded as interest on direct financing leases income in the consolidated statements of income. | |||||
Property and Equipment, Net | Property and equipment are stated at cost less accumulated depreciation. Repairs and maintenance are expensed as incurred. Depreciation is computed over the estimated useful lives of the assets using the straight line method. The estimated useful lives of assets range from three to ten years. | |||||
Notes Receivable | Notes receivable are stated at principal balances, net of deferred fees. Interest is recognized over the term of the note and is calculated on principal amounts outstanding, including accrued interest which is typically added to the principal balances monthly. Origination fees, as well as certain direct origination costs, are deferred and amortized as a yield adjustment over the lives of the related notes using a method that approximates the interest method. For acquired notes, if, at acquisition, the Company could not reasonably estimate cash flows from such notes or, if subsequent to acquisition, such cash flows could not be estimated, such notes would be accounted for on a non-accrual basis. For non-accrual notes, interest income is subsequently recognized on a cash basis as long as the remaining book balance of the asset is deemed to be collectible. If collectability is questionable, then cash payments are applied to principal. Some notes have specific profit participation features. Upon payoff of certain notes resulting from closing of real estate projects, the Company may recognize revenue from these special participation features which is included within profit participation on notes receivable within the consolidated statements of income | |||||
Allowance for Losses on Notes Receivable | The Company evaluates the need for an allowance for notes receivable losses on a regular basis by reviewing the collectability of the notes in light of historical experience, the nature and volume of the note portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. | |||||
While borrowers may not have the ability to repay the notes by any means other than the sale of the underlying collateral, the Company believes the borrowers will be able to sell the properties in the normal course of business at prices well in excess of the note balances. In addition, if the borrowers are unable to fulfill their commitments under the note contracts, the Company believes the collateral can be foreclosed and sold at prices that will preclude any losses to the Company. | ||||||
Customer and Builder Deposits | The Company typically requires customers to submit a deposit for home purchases and for builders to submit a deposit in connection with their construction loan agreements. The deposits serve as a guarantee to performance under home purchase and building contracts. Cash received as customer deposits are shown as restricted cash on the consolidated balance sheets. | |||||
Warranties | The Company accrues an estimate of its exposure to warranty claims based on both current and historical home sales data and warranty costs incurred. The Company offers homeowners a comprehensive third party warranty on each home. Homes are generally covered by a ten year warranty for qualified and defined structural defects, one year for defects and products used, two years for electrical, mechanical and plumbing systems. The Company accrues between $250 and $800 per home closed for future warranty claims, and evaluates the adequacy of the reserve annually. Warranty accruals are included within accrued expenses on the consolidated balance sheets. | |||||
Net Income Attributable to Green Brick Partners, Inc. Per Share | Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during each period. Diluted earnings per share is calculated using the treasury stock method and includes the effect of all dilutive securities, including stock options. | |||||
Revenue Recognition | Revenue from sales of residential units, land and lots are not recognized until a sale is deemed to be consummated. Consummation is defined as: a) when the parties are bound by the terms of a contract; b) all net consideration has been exchanged; c) any permanent financing for which the seller is responsible has been arranged; d) continuing investment is adequate to demonstrate a commitment to pay for the home; and e) all conditions precedent to closing have been performed. Generally, consummation does not happen until a sale has closed. When the earnings process is complete and a sale has closed, income is recognized under the full accrual method which allows full recognition of the gain on the sale at the time of closing. | |||||
Cost Recognition | Lot acquisition, materials, other direct costs, interest and other indirect costs related to the acquisition, development, and construction of lots and homes are capitalized. Direct and indirect costs of developing residential lots are allocated evenly to all applicable lots. Capitalized costs of residential lots are charged to earnings when the related revenue is recognized. Costs in connection with developed lots and completed homes and other selling and administrative costs are charged to earnings when incurred. | |||||
Advertising Expense | The Company expenses advertising as incurred. Advertising costs are included in selling, general and administrative expense in the consolidated statements of income. | |||||
Debt Issuance Costs | Debt issuance costs of $0.4 million and $0.0 million at December 31, 2014 and December 31, 2013, respectively, represent costs incurred related to the Term Loan Facility, as defined in Note 8, and are included as part of other assets on the consolidated balance sheet. $0.2 million of the debt issuance costs incurred during the year ended December 31, 2014 is included in accrued expenses on the consolidated balance sheet at December 31, 2014. These costs are amortized, using an effective interest method, through interest expense over the term of the Term Loan Facility. | |||||
Share-based Compensation | We measure and account for share-based awards in accordance with ASC Topic 718, “Compensation - Stock Compensation”. Share-based compensation expense associated with stock options with vesting contingent upon the achievement of service conditions is recognized on a straight-line basis, net of estimated forfeitures of unvested stock options, over the requisite service period the awards are expected to vest. We estimate the aggregate intrinsic value of stock options with vesting contingent upon the achievement of service conditions as of the date the award was granted using the Black-Scholes option pricing model. The Black-Scholes option-pricing model requires the use of certain input variables, such as expected volatility, risk-free interest rate and expected award life. | |||||
Income Taxes | Until October 27, 2014, JBGL (the accounting acquirer of Green Brick) was not a taxable entity for U.S. federal and state income tax purposes with the exception of Texas. Taxes on its net income were borne by its members through the allocation of taxable income. Upon completion of the reverse recapitalization of Green Brick, JBGL became part of a consolidated taxable entity. The Transaction resulted in the change of JBGL’s tax status that resulted in the recognition of a one-time income tax benefit in the income statement of approximately $26.6 million. | |||||
BioFuel had approximately $182.3 million of federal net operating loss carryforwards and approximately $21.6 million of state net operating loss carryforwards as of the Transaction Date. The Company re-assessed the need for a valuation allowance as of the Transaction Date and concluded, on a more-likely-than-not basis, that the deferred income tax assets, except for the state loss carryforwards, would be realized, giving consideration to the historical, current year and projected operating results of Green Brick. As a result of the re-assessment, the Company recorded $63.9 million of net deferred income tax assets at the Transaction Date, with an offset in additional paid-in-capital. The effect of the re-assessment had no impact on income tax expense. | ||||||
The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company regularly review historical and anticipated future pre-tax results of operations to determine whether we will be able to realize the benefit of deferred tax assets. A valuation allowance is required to reduce the deferred tax asset when it is more-likely-than-not that all or some portion of the deferred tax asset will not be realized due to the lack of sufficient taxable income. The Company establishes reserves for uncertain tax positions that reflect its best estimate of deductions and credits that may not be sustained on a more-likely-than-not basis. | ||||||
As of December 31, 2014, we had deferred tax assets of $89.2 million, which was net of a valuation allowance in the amount of $1.2 million relating to state loss carryforwards. The deferred tax assets are primarily related to $62.6 million for federal net operating loss carryforwards and $26.1 million for basis in partnerships.The deferred tax assets are primarily related to our federal net operating loss carryforwards and basis in partnerships. The net operating losses were approximately $178.8 million and the basis in partnerships was $70.9 million at December 31, 2014. For accounting purposes, a valuation allowance is required to reduce a deferred tax asset if it is determined that it is more-likely-than-not that all or some portion of the deferred tax asset will not be realized due to the lack of sufficient taxable income or other limitation on the Company’s ability to utilize the loss carryforward. Prior to the Transaction, BioFuel had recorded a valuation allowance against the full value of the deferred tax assets related to federal and state net operating losses due to a history of operating losses. The valuation allowance attributable to deferred tax assets other than the state loss carryforwards recorded by BioFuel prior to the Transaction Date was reversed through equity on the Transaction Date. | ||||||
The net operating loss carryforwards will begin to expire beginning with the year ending December 31, 2029. The Company’s ability to utilize its net operating loss carryforwards will depend on the amount of taxable income that the Company generates in future periods. Based on our 2014, 2013 and 2012 taxable income results and projections of taxable income, Company management expects that the Company should generate sufficient taxable income to utilize substantially all of the net operating loss carryforwards before they expire. The Company will continue to evaluate the appropriateness of a valuation allowance in future periods based on the consideration of all available evidence, including the generation of taxable income, using the more-likely-than-not standard. | ||||||
Fair Value Measurements | The Company has adopted and implemented the provisions of FASB ASC 820-10, Fair Value Measurements, with respect to fair value measurements of: (a) all elected financial assets and liabilities; and (b) any nonfinancial assets and liabilities that are recognized or disclosed in the consolidated financial statements at fair value on a recurring basis (at least annually). Under FASB ASC 820-10, fair value is defined as an exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. These provisions establish a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of input are defined as follows: | |||||
Level 1 — | unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company; | |||||
Level 2 — | inputs that are observable in the marketplace other than those classified as Level 1; and | |||||
Level 3 — | inputs that are unobservable in the marketplace and significant to the valuation. | |||||
Entities are encouraged to maximize the use of observable inputs and minimize the use of unobservable inputs. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. | ||||||
The Company’s valuation methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. | ||||||
Noncontrolling Interests | We own 50% controlling interests in several builders. The financial statements of these builders are consolidated in our consolidated financial statements. The noncontrolling interests attributable to the 50% minority interests not owned by us are included as part of noncontrolling interests on the consolidated balance sheets. | |||||
Segment Information | The Company’s operations are organized into two reportable segments: builder operations and land development. Builder operations consist of two operating segments: Texas and Georgia. In accordance with ASC 280, Segment Reporting, in determining the most appropriate reportable segments, we considered similar economic and other characteristics, geography including product types, production processes, average selling prices, gross profits, suppliers, land acquisition results, and underlying demand and supply. | |||||
Recent Accounting Pronouncements | In May 2014, FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The standard will replace most existing revenue recognition guidance in GAAP when it becomes effective. The standard is effective for the Company on January 1, 2017. Early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company has not yet selected a transition method and is currently evaluating the effect that the standard will have on its consolidated financial statements and related disclosures. | |||||
In August 2014, FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The standard requires an entity's management to evaluate at each annual and interim reporting period whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date the financial statements are issued and to provide related footnote disclosures. The standard is effective for the first annual period ending after December 15, 2016, and interim periods thereafter. The Company does not believe that the adoption of this standard will have a material effect on its consolidated financial statements and related disclosures. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Accounting Policies [Abstract] | ||||||||||||
Schedule of Real Estate Inventory | ||||||||||||
As of December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Completed home inventory and residential lots held for sale | 47,048 | 33,950 | ||||||||||
Work in process | 203,756 | 140,325 | ||||||||||
Undeveloped land | 16,220 | 54,502 | ||||||||||
Land not owned under option agreements | 7,279 | — | ||||||||||
Total Inventory | 274,303 | 228,777 | ||||||||||
Schedule of Real Estate Inventory Capitalized Interest Costs | For the years ended December 31, 2014, 2013 and 2012 interest incurred, capitalized and expensed was as follows (in thousands): | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Interest capitalized at beginning of year | $ | 1,065 | $ | 53 | $ | 100 | ||||||
Interest incurred | 4,146 | 1,380 | 405 | |||||||||
Interest charged to cost of sales | (105 | ) | (53 | ) | (101 | ) | ||||||
Interest charged to interest expense | (1,393 | ) | (315 | ) | (351 | ) | ||||||
Interest capitalized at end of year | $ | 3,713 | $ | 1,065 | $ | 53 | ||||||
Schedule of Basic and Diluted Net Income | The computation of basic and diluted net income attributable to Green Brick Partners, Inc. per share using the treasury stock method is as follows (in thousands, except per share amounts): | |||||||||||
Years End December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Basic net income attributable to Green Brick Partners, Inc. per share | ||||||||||||
Net income attributable to Green Brick Partners, Inc. —basic | $ | 50,026 | $ | 32,007 | $ | 17,194 | ||||||
Weighted-average number of shares outstanding —basic | 14,712 | 11,109 | 11,109 | |||||||||
Basic net income attributable to Green Brick Partners, Inc. per share | $3.40 | $2.88 | $1.55 | |||||||||
Diluted net income attributable to Green Brick Partners, Inc. per share | ||||||||||||
Net income attributable to Green Brick Partners, Inc. —diluted | $ | 50,026 | $ | 32,007 | $ | 17,194 | ||||||
Weighted-average number of shares outstanding —diluted | 14,712 | 11,109 | 11,109 | |||||||||
Diluted net income attributable to Green Brick Partners, Inc. per share | $3.40 | $2.88 | $1.55 | |||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities that could potentially dilute earnings per share in the future are not included in the determination of diluted net income attributable to Green Brick Partners, Inc. per common share (in thousands): | |||||||||||
Years End December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Antidilutive options to purchase common stock | $ | 129 | $ | — | $ | — | ||||||
Reverse_Recapitalization_Table
Reverse Recapitalization (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Equity [Abstract] | ||||
Summary of Identifiable Liabilities of BioFuel Retained | The following table summarizes the net identifiable liabilities of BioFuel retained on the Transaction Date (in thousands): | |||
Cash | $ | 31,916 | ||
Deferred tax assets | 65,020 | |||
Deferred tax assets valuation allowance | (1,161 | ) | ||
Other assets | 591 | |||
Debt | (150,000 | ) | ||
Other liabilities | (312 | ) | ||
Net liabilities acquired | $ | (53,946 | ) |
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Summary of Property and Equipment | The following is a summary of property and equipment and related accumulated depreciation by major classification as of December 31, 2014 and 2013 (in thousands): | |||||||
December 31, 2014 | December 31, 2013 | |||||||
Office furniture and equipment | $ | 196 | $ | 150 | ||||
Computers and equipment | 465 | 339 | ||||||
Model home furnishings | 1,114 | 647 | ||||||
Field trailers | 10 | 10 | ||||||
Design center | 470 | 96 | ||||||
2,255 | 1,242 | |||||||
Less: accumulated deprecation | (626 | ) | (377 | ) | ||||
Total property and equipment, net | $ | 1,629 | $ | 865 | ||||
Notes_Receivable_Tables
Notes Receivable (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Receivables [Abstract] | |||||||||||
Schedule of Notes Receivables | Notes receivable as of December 31, 2013 were noted as follows (in thousands): | ||||||||||
Borrower | Principal & Interest due at 12/31/2013 | Interest Rate | Maturity Date | ||||||||
Rivendell UM, LLC | $ | 5,256 | 17.90% | (1) | November 23, 2014 | ||||||
Major Road Developers, LLC(2) | 2,200 | —% | (3) | Various(4) | |||||||
Other(5) | 100 | 5% | July 10, 2015 | ||||||||
Total notes receivable | $ | 7,556 | |||||||||
-1 | Interest rate increased from 15% to 17.9% upon renewal on November 23, 2013. | ||||||||||
-2 | The owners of the borrower individually guaranteed the completion and associated costs of the homes collateralizing the note. | ||||||||||
-3 | The 0% interest rate entitled the Company to first lien over other potential lenders. | ||||||||||
-4 | Maturity dates were upon closing of underlying lots collateralizing this note. | ||||||||||
-5 | Balance at December 31, 2013 related primarily to Willowcrest | ||||||||||
Schedule of Notes Receivables Concentration by Geographic Area | At December 31, 2013, notes receivable were concentrated by geographic area in Colorado, Georgia and Texas. | ||||||||||
Location | December 31, 2013 | ||||||||||
Colorado | 70 | % | |||||||||
Georgia | 29 | % | |||||||||
Texas | 1 | % |
Earnest_Money_Deposits_Tables
Earnest Money Deposits (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Other Restricted Assets [Abstract] | ||||
Schedule of Expected Land Purchase Payments Under Option Agreements | If each option agreement in place at December 31, 2014 was exercised, expected land purchase payments under these agreements would be as follows (in thousands): | |||
Total | ||||
2015 | $ | 37,383 | ||
2016 | 23,269 | |||
2017 | 10,918 | |||
$ | 71,570 | |||
Debt_Tables
Debt (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Schedule of Lines of Credit Outstanding | Lines of credit outstanding at December 31, 2014 and 2013 consist of the following (in thousands): | |||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||
Promissory note to Inwood National Bank (“Inwood”): | ||||||||||||||||
Direct finance leases A(1) | $ | 662 | $ | 2,439 | ||||||||||||
Direct finance leases B(2) | 899 | 2,269 | ||||||||||||||
John’s Creek(3) | 12,500 | 12,500 | ||||||||||||||
Total lines of credit | $ | 14,061 | $ | 17,208 | ||||||||||||
-1 | During 2012, a subsidiary of JBGL opened a line of credit (“LOC”) issued by Inwood in the amount of $4.8 million maturing on April 13, 2014, bearing interest at 4.0%, and collateralized by the leased assets. The LOC was renewed during 2014 until April 13, 2015. Management plans to renew the LOC prior to the maturity date. | |||||||||||||||
-2 | During 2012, a subsidiary of JBGL opened a LOC issued by Inwood in the amount of $3.0 million maturing on September 15, 2014, bearing interest at 4.0%, and collateralized by the leased assets. The LOC was renewed until April 13, 2015. | |||||||||||||||
-3 | During 2012, a subsidiary of JBGL opened a LOC with Inwood in the amount of $8.0 million. On October 13, 2013, the JBGL subsidiary extended this revolving credit facility and increased the size from $8.0 million to $25.0 million maturing on October 13, 2014. Interest accrues and is payable monthly at a rate of 4.0%. Amounts drawn under this credit facility as of December 31, 2014 totaled $12.5 million and were secured by land owned in John’s Creek, Georgia. The credit facility was renewed until October 13, 2015. | |||||||||||||||
Schedule of Minimum Principal Payments | The approximate annual minimum principal payments over the next five years under the debt agreements as of December 31, 2014 are (in thousands): | |||||||||||||||
Line of Credit | Notes Payable | Term Loan Facility | Total | |||||||||||||
2015 | $ | 14,061 | $ | 2,473 | $ | — | $ | 16,534 | ||||||||
2016 | — | 678 | — | 678 | ||||||||||||
2017 | — | 9,000 | — | 9,000 | ||||||||||||
2018 | — | — | — | — | ||||||||||||
2019 and thereafter | — | — | 150,000 | 150,000 | ||||||||||||
$ | 14,061 | $ | 12,151 | $ | 150,000 | $ | 176,212 | |||||||||
Notes Payable | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Schedule of Long-term Debt | Notes payable outstanding at December 31, 2014 and 2013 consist of the following (in thousands): | |||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||
Note payable to unrelated third party: | ||||||||||||||||
Briar Ridge Investments, LTD(1) | $ | 9,000 | $ | 9,000 | ||||||||||||
PlainsCapital Bank(2) | — | 7,500 | ||||||||||||||
Bossy Boots Holding, LTD(3) | — | 5,655 | ||||||||||||||
Lakeside DFW Land, LTD(4) | 1,824 | 2,980 | ||||||||||||||
Other | — | 39 | ||||||||||||||
Subordinated Lot Notes(5) | 1,327 | 1,421 | ||||||||||||||
Total notes payable | $ | 12,151 | $ | 26,595 | ||||||||||||
-1 | On December 13, 2013, a subsidiary of JBGL signed a promissory note for $9 million maturing at December 13, 2017, bearing interest at 6.0% collateralized by land purchased in Allen, Texas. Accrued interest at December 31, 2014 was $0. | |||||||||||||||
-2 | On December 17, 2013, a subsidiary of JBGL initiated a promissory note with PlainsCapital Bank for $7.5 million maturing on December 17, 2015, bearing interest at 5.0%, collateralized by a lien on lots and land located in the Carrollton, Texas area and subject to certain covenants. This promissory was paid in full during in September 2014. | |||||||||||||||
-3 | On December 31, 2012, a subsidiary of JBGL signed a promissory note for $17.1 million maturing on February 28, 2014, bearing interest at 6.0%, collateralized by a tract of land located in Allen, Texas. Accrued interest is payable upon maturity. This note was paid in full during 2014. | |||||||||||||||
-4 | On April 15, 2013, a subsidiary of JBGL signed a promissory note for $3.5 million maturing on January 22, 2014 bearing interest at 6.0% collateralized by land located in Denton, Texas. This note was paid in full during 2014. On April 16, 2014, a new promissory note was signed for $3.3 million maturing on April 30, 2015 bearing interest at 5.0% collateralized by land located in Denton, Texas. $1.5 million of this note was repaid in July, 2014. | |||||||||||||||
-5 | Subsidiaries of the Company purchased lots under various agreements from unrelated third parties. The sellers of these lots have subordinated a percentage of the lot purchase price to various construction loans of subsidiaries of the Company’s construction loans. Notes were signed in relation to the subordination bearing interest at between 8.0% and 14.0% percent, collateralized by liens on the homes built on each lot. The sellers will release their lien upon payment of principle plus accrued interest at the closing of each individual home to a third party buyer | |||||||||||||||
Secured Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Schedule of Long-term Debt | Term loan facility outstanding at December 31, 2014 and 2013 consists of the following (in thousands): | |||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||
Term Loan Facility | $ | 150,000 | $ | — | ||||||||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||
Schedule of Share-based Compensation, Activity | The following table summarizes the share-based compensation expense incurred by the Company (in thousands): | ||||||||||||||
Years Ended December 31, | |||||||||||||||
2014 | 2013 | 2012 | |||||||||||||
Stock options | $ | (40 | ) | $ | — | $ | — | ||||||||
Summary of Stock Option Activity | A summary of stock option activity as of December 31, 2014, and the changes during the year ended December 31, 2014 is as follows: | ||||||||||||||
Number of Shares (in thousands) | Weighted Average Exercise Price per Share | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in thousands) | ||||||||||||
Options outstanding, January 1, 2014 | — | $ | — | ||||||||||||
Granted | 500 | 7.49 | |||||||||||||
Exercised | — | — | |||||||||||||
Forfeited | — | — | |||||||||||||
Options outstanding, December 31, 2014 | 500 | $ | 7.49 | 9.82 | $ | 357 | |||||||||
Options exercisable, December 31, 2014 | — | $ | — | — | $ | — | |||||||||
Summary of Unvested Stock Options Activity | A summary of our unvested stock options as of December 31, 2014, and the changes during the year ended December 31, 2014 is as follows (shares in thousands): | ||||||||||||||
Number of Shares (in thousands) | Weighted Average Per Share Grant Date Fair Value | ||||||||||||||
Unvested, January 1, 2014 | — | $ | — | ||||||||||||
Granted | 500 | $ | 2.88 | ||||||||||||
Vested | — | $ | — | ||||||||||||
Forfeited | — | $ | — | ||||||||||||
Unvested, December 31, 2014 | 500 | $ | 2.88 | ||||||||||||
Schedule of Stock Options, Valuation Assumptions | We utilized the Black-Scholes option pricing model for estimating the grant date fair value of stock options with the following assumptions: | ||||||||||||||
Risk-Free Interest Rate | Expected Term (in years) | Weighted Average Expected Stock Price Volatility | Expected Dividend Yield | Weighted Average Per Share Grant Date Fair Value | |||||||||||
Fiscal year 2014 | 1.94 | % | 6.5 | 37.2 | % | — | % | $ | 2.88 | ||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Schedule of Components of Income Tax Expense (Benefit) | The components of income before income taxes attributable to our operations are as follows (in thousands): | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | 485 | 327 | 231 | |||||||||
Total current | 485 | 327 | 231 | |||||||||
Deferred | ||||||||||||
Federal | (23,308 | ) | — | — | ||||||||
State | (2,030 | ) | — | — | ||||||||
Total deferred | (25,338 | ) | — | — | ||||||||
Total income tax (benefit) provision | $ | (24,853 | ) | $ | 327 | $ | 231 | |||||
Schedule of Deferred Tax Assets and Liabilities | The primary differences between the financial statement and tax bases of assets and liabilities are as follows (in thousands): | |||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Accrued bonuses | $ | 315 | $ | — | ||||||||
Accrued severance pay | 11 | — | ||||||||||
Stock-based compensation | 14 | — | ||||||||||
Federal net operating loss carryover | 62,575 | — | ||||||||||
State net operating loss carryover | 1,161 | — | ||||||||||
Basis in partnerships | 26,123 | — | ||||||||||
Warranty accrual | 161 | — | ||||||||||
Historical BioFuel capitalized start-up costs | 24 | — | ||||||||||
Historical BioFuel - other | 16 | — | ||||||||||
90,400 | — | |||||||||||
Valuation allowance | (1,161 | ) | — | |||||||||
Deferred tax assets, net | 89,239 | — | ||||||||||
Deferred tax liabilities: | ||||||||||||
Prepaid insurance | (11 | ) | — | |||||||||
Noncontrolling interests impact of M-1s | (31 | ) | — | |||||||||
Deferred tax liabilities, net | (42 | ) | — | |||||||||
Schedule of Effective Tax Rate Reconciliation | A reconciliation between our effective tax rate on income before income tax (benefit) provision and the U.S. federal statutory rate is as follows (amounts in thousands): | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Tax on pre-tax book income (before reduction for noncontrolling interests) | $ | 12,673 | $ | — | $ | — | ||||||
Pre-Transaction earnings taxed to partners | (10,634 | ) | — | — | ||||||||
Tax effect of non-controlled earnings post Transaction | (644 | ) | — | — | ||||||||
Change in partnership tax status | (25,244 | ) | — | — | ||||||||
Change in partnership tax status - state benefit | (1,320 | ) | — | — | ||||||||
State tax expense, net | 315 | 327 | 231 | |||||||||
Perm items - other | 1 | — | — | |||||||||
Total tax expense | $ | (24,853 | ) | $ | 327 | $ | 231 | |||||
(68.6 | )% | 0.7 | % | 1.1 | % | |||||||
Rollforward of Valuation Allowances | The rollforward of valuation allowances is as follows (amounts in thousands): | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Valuation allowance at beginning of the year | $ | — | $ | — | ||||||||
BioFuel valuation allowance at the Transaction Date | 65,020 | — | ||||||||||
Release of valuation allowance at Transaction Date | (63,859 | ) | — | |||||||||
Valuation allowance at end of the year | $ | 1,161 | $ | — | ||||||||
(1)Amount was released through additional paid-in capital at the Transaction Date. |
Commitments_and_Contingencies_
Commitments and Contingencies Commitments and Contingencies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||
Schedule of Warranty Activity | Warranty activity, included in accrued expenses in our consolidated balance sheets, for 2014, 2013 and 2012 consists of the following (in thousands): | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Beginning balance | $ | 328 | $ | 58 | $ | 3 | ||||||
Additions | 388 | 290 | 57 | |||||||||
Charges | (256 | ) | (20 | ) | (2 | ) | ||||||
Ending balance | $ | 460 | $ | 328 | $ | 58 | ||||||
Schedule of Annual Minimum Operating Lease Payments | The approximate annual minimum lease payments over the next five years under the operating lease as of December 31, 2014 are (in thousands): | |||||||||||
2015 | $ | 583 | ||||||||||
2016 | 572 | |||||||||||
2017 | 578 | |||||||||||
2018 | 591 | |||||||||||
2019 and thereafter | 1,217 | |||||||||||
$ | 3,541 | |||||||||||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Schedule of Segment Reporting Information | ||||||||||||
Years End December 31, | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Revenues: | ||||||||||||
Builder Operations | ||||||||||||
Texas | $ | 83,958 | $ | 52,764 | $ | 11,659 | ||||||
Georgia | 116,692 | 115,827 | 38,446 | |||||||||
Land Development | 45,452 | 33,735 | 22,927 | |||||||||
$ | 246,102 | $ | 202,326 | $ | 73,032 | |||||||
Gross profit: | ||||||||||||
Builder Operations | ||||||||||||
Texas | $ | 20,109 | $ | 15,055 | $ | 2,325 | ||||||
Georgia | 31,176 | 30,920 | 8,138 | |||||||||
Land Development | 11,370 | 12,222 | 7,671 | |||||||||
$ | 62,655 | $ | 58,197 | $ | 18,134 | |||||||
2014 | 2013 | |||||||||||
Inventory: | ||||||||||||
Builder Operations | ||||||||||||
Texas | $ | 44,771 | $ | 25,494 | ||||||||
Georgia | 129,361 | 99,239 | ||||||||||
Land Development | 100,171 | 104,044 | ||||||||||
$ | 274,303 | $ | 228,777 | |||||||||
Quarterly_Financial_Data_Unaud1
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Summarized Unaudited Quarterly Results of Operations | Summarized unaudited quarterly results of operations for the years ended December 31, 2014 and December 31, 2013 are as follows (in thousands, except per share amounts): | ||||||||||||||||
Year Ended December 31, 2014 | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
Revenues | $ | 63,009 | $ | 65,843 | $ | 49,676 | $ | 67,574 | |||||||||
Gross profits | 15,848 | 16,483 | 15,024 | 15,300 | |||||||||||||
Net income attributable to Green Brick Partners, Inc. | 7,349 | 7,410 | 3,694 | 31,573 | |||||||||||||
Net income attributable to Green Brick Partners, Inc. per common share: | |||||||||||||||||
Basic | $0.66 | $0.67 | $0.33 | $1.24 | |||||||||||||
Diluted | $0.66 | $0.67 | $0.33 | $1.24 | |||||||||||||
Year Ended December 31, 2013 | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
Revenues | $ | 32,760 | $ | 46,711 | $ | 67,156 | $ | 55,699 | |||||||||
Gross profits | 9,122 | 12,368 | 20,847 | 15,860 | |||||||||||||
Net income attributable to Green Brick Partners, Inc. | 6,031 | 7,615 | 9,513 | 8,848 | |||||||||||||
Net income attributable to Green Brick Partners, Inc. per common share: | |||||||||||||||||
Basic | $0.54 | $0.69 | $0.86 | $0.79 | |||||||||||||
Diluted | $0.54 | $0.69 | $0.86 | $0.79 |
Organization_and_Basis_of_Pres1
Organization and Basis of Presentation (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | |
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Oct. 27, 2014 | Jun. 10, 2014 |
subsidiary | |||
Class of Stock [Line Items] | |||
Shares issued in rights offering | 14,000,000 | ||
Ownership percentage by parent included in consolidation (more than) | 50.00% | ||
Number of subsidiaries created | 77 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Noncash portion of business acquisition | 6,237,584 | ||
Reverse Recapitalization | |||
Class of Stock [Line Items] | |||
Proceeds from rights offering | $70 | ||
Reverse Recapitalization | Common Stock | LLC and LP | JBGL | |||
Class of Stock [Line Items] | |||
Agreed upon purchase price, cash and equity | 275 | 275 | |
Cash payment to acquired business | 191.8 | ||
Noncash portion of business acquisition | 11,108,500 | ||
Issue price of shares | $7.49 | ||
Reverse Recapitalization | Term Loan Facility | Secured Debt | Greenlight Capital, Inc | |||
Class of Stock [Line Items] | |||
Debt instrument, face amount | 150 | ||
Reverse Recapitalization | Rights | Common Stock | |||
Class of Stock [Line Items] | |||
Issue price of shares | $5 | ||
Proceeds from rights offering | 24.2 | ||
Shares of common stock authorized, conversion ratio | 2.2445 | ||
Shares issued in rights offering | 4,843,384 | ||
Reverse Recapitalization | Private Placement | Common Stock | Third Point LLC and Affiliates | |||
Class of Stock [Line Items] | |||
Proceeds from rights offering | 21 | ||
Shares issued in rights offering | 4,198,998 | ||
Reverse Recapitalization | Private Placement | Greenlight Capital, Inc | Common Stock | Third Point LLC and Affiliates | |||
Class of Stock [Line Items] | |||
Proceeds from rights offering | $24.80 | ||
Shares issued in rights offering | 4,957,618 |
Significant_Accounting_Policie3
Significant Accounting Policies (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 27, 2014 | |
segment | ||||
Accounting Policies [Line Items] | ||||
Allowance for doubtful accounts | $0 | $0 | ||
Growth period | 3 years | |||
Asset impairment charges | 0 | 0 | ||
Land not owned under option agreements | 7,279,000 | 0 | ||
Tax deductible goodwill | 70,900,000 | |||
One-time income tax benefit | -25,244,000 | 0 | 0 | |
Deferred tax assets | 89,239,000 | 0 | ||
Valuation allowance for deferred tax assets | -1,161,000 | 0 | 0 | |
Deferred tax asset related to net operating loss carryforwards | 62,575,000 | 0 | ||
Deferred tax asset related to basis in partnership | 26,123,000 | 0 | ||
Percentage of controlling interests in several builders by parent | 50.00% | |||
Percentage of noncontrolling interests in several builders by parent | 50.00% | |||
Number of reportable segments | 2 | |||
Number of operating segments | 2 | |||
Minimum | ||||
Accounting Policies [Line Items] | ||||
Community life cycle | 2 years | |||
Home construction period | 3 months | |||
Management assumption, cost increases on future phases | 5.00% | |||
Useful lives of assets | 3 years | |||
Estimated warranty accrual per home closed | 250 | |||
Maximum | ||||
Accounting Policies [Line Items] | ||||
Community life cycle | 6 years | |||
Home construction period | 8 months | |||
Management assumption, cost increases on future phases | 10.00% | |||
Useful lives of assets | 10 years | |||
Estimated warranty accrual per home closed | 800 | |||
Selling, General and Administrative Expenses | ||||
Accounting Policies [Line Items] | ||||
Advertising Expense | 400,000 | 500,000 | 500,000 | |
Other Assets | ||||
Accounting Policies [Line Items] | ||||
Debt issuance cost | 400,000 | 0 | ||
Accrued Expenses | ||||
Accounting Policies [Line Items] | ||||
Debt issuance cost | 200,000 | |||
Federal | ||||
Accounting Policies [Line Items] | ||||
Net operating loss carryforward | 178,800,000 | |||
Operating loss carryforward, expiration date | 31-Dec-29 | |||
State | ||||
Accounting Policies [Line Items] | ||||
Net operating loss carryforward | 21,600,000 | |||
Reverse Recapitalization | ||||
Accounting Policies [Line Items] | ||||
One-time income tax benefit | -26,564,000 | |||
Deferred tax assets | 63,900,000 | |||
Reverse Recapitalization | Federal | ||||
Accounting Policies [Line Items] | ||||
Net operating loss carryforward | 182,300,000 | |||
Reverse Recapitalization | State | ||||
Accounting Policies [Line Items] | ||||
Net operating loss carryforward | $21,600,000 |
Significant_Accounting_Policie4
Significant Accounting Policies Significant Accounting Policies (Schedule of Real Estate Inventory) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Completed home inventory and residential lots held for sale | $47,048 | $33,950 |
Work in process | 203,756 | 140,325 |
Undeveloped land | 16,220 | 54,502 |
Land not owned under option agreements | 7,279 | 0 |
Inventory, Real Estate | $274,303 | $228,777 |
Significant_Accounting_Policie5
Significant Accounting Policies (Schedule of Real Estate Inventory Capitalized Interest Costs (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Real Estate Inventory, Capitalized Interest Costs [Roll Forward] | |||
Interest capitalized at beginning of year | $1,065 | $53 | $100 |
Interest incurred | 4,146 | 1,380 | 405 |
Interest charged to cost of sales | -105 | -53 | -101 |
Interest charged to interest expense | -1,393 | -315 | -351 |
Interest capitalized at end of year | $3,713 | $1,065 | $53 |
Significant_Accounting_Policie6
Significant Accounting Policies (Schedule of Basic and Diluted Net Income) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Basic net income attributable to Green Brick Partners, Inc. per share | |||||||||||
Net income attributable to Green Brick Partners, Inc. —basic | $31,573 | $3,694 | $7,410 | $7,349 | $8,848 | $9,513 | $7,615 | $6,031 | $50,026 | $32,007 | $17,194 |
Weighted-average number of shares outstanding - basic (in shares) | 14,712 | 11,109 | 11,109 | ||||||||
Basic net income attributable to Green Brick Partners, Inc. per share (in dollars per share) | $1.24 | $0.33 | $0.67 | $0.66 | $0.79 | $0.86 | $0.69 | $0.54 | $3.40 | $2.88 | $1.55 |
Diluted net income attributable to Green Brick Partners, Inc. per share | |||||||||||
Net income attributable to Green Brick Partners, Inc. —diluted | $50,026 | $32,007 | $17,194 | ||||||||
Weighted-average number of shares outstanding - diluted (in shares) | 14,712 | 11,109 | 11,109 | ||||||||
Diluted net income attributable to Green Brick Partners, Inc. per share (in dollars per share) | $1.24 | $0.33 | $0.67 | $0.66 | $0.79 | $0.86 | $0.69 | $0.54 | $3.40 | $2.88 | $1.55 |
Significant_Accounting_Policie7
Significant Accounting Policies (Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share) (Details) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Abstract] | |||
Antidilutive options to purchase common stock | 129 | 0 | 0 |
Reverse_Recapitalization_Narra
Reverse Recapitalization - Narrative (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Oct. 27, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 10, 2014 |
Class of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | ||||
Common stock, par value (in dollars per share) | 0.01 | $0.01 | ||||
Common stock, shares outstanding (in shares) | 31,346,084 | 11,108,500 | ||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Noncash portion of business acquisition | 6,237,584 | |||||
Common stock, shares outstanding (in shares) | 31,346,084 | 11,108,500 | 11,108,500 | 11,108,500 | ||
Reverse Recapitalization | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | 100,000,000 | |||||
Common stock, par value (in dollars per share) | 0.01 | |||||
Common stock, shares outstanding (in shares) | 31,346,084 | |||||
Business Acquisition, Transaction Costs | $3.20 | |||||
Reverse Recapitalization | JBGL | LLC and LP | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Agreed upon purchase price, cash and equity | 275 | 275 | ||||
Cash payment to acquired business | $191.80 | |||||
Noncash portion of business acquisition | 11,108,500 | |||||
Issue price of shares | $7.49 |
Reverse_Recapitalization_Summa
Reverse Recapitalization - Summary of Identifiable Liabilities of BioFuel Retained (Details) (Reverse Recapitalization, USD $) | Oct. 27, 2014 |
In Thousands, unless otherwise specified | |
Reverse Recapitalization | |
Business Acquisition [Line Items] | |
Cash | $31,916 |
Deferred tax assets | 65,020 |
Deferred tax assets valuation allowance | -1,161 |
Other assets | 591 |
Debt | -150,000 |
Other liabilities | -312 |
Net liabilities acquired | ($53,946) |
Investment_in_Direct_Finance_L
Investment in Direct Finance Leases (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Leases [Abstract] | |
Direct finance lease, interest rate, minimum | 10.00% |
Direct finance lease, interest rate, maximum | 12.00% |
Property_and_Equipment_Summary
Property and Equipment (Summary of Property and Equipment) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $2,255 | $1,242 |
Less: accumulated deprecation | -626 | -377 |
Total property and equipment, net | 1,629 | 865 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 196 | 150 |
Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 465 | 339 |
Model home furnishings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,114 | 647 |
Field trailers | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10 | 10 |
Design center | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $470 | $96 |
Property_and_Equipment_Narrati
Property and Equipment (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense | $0.20 | $0.30 | $0.10 |
Notes_Receivable_Schedule_of_N
Notes Receivable (Schedule of Notes Receivables) (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Nov. 23, 2013 | Nov. 22, 2013 | Dec. 31, 2013 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Notes receivable | $7,556 | $0 | ||
Rivendell UM, LLC | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Notes receivable | 5,256 | |||
Interest rate | 17.90% | 15.00% | 17.90% | |
Major Road Developers, LLC | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Notes receivable | 2,200 | |||
Interest rate | 0.00% | |||
Other Note Receivables | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Notes receivable | $100 | |||
Interest rate | 5.00% |
Notes_Receivable_Schedule_of_N1
Notes Receivable (Schedule of Notes Receivables Concentration by Geographic Area) (Details) (Geographic Concentration Risk, Notes Receivable) | 12 Months Ended |
Dec. 31, 2013 | |
Colorado | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Concentration risk, percentage | 70.00% |
Georgia | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Concentration risk, percentage | 29.00% |
Texas | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Concentration risk, percentage | 1.00% |
Earnest_Money_Deposits_Details
Earnest Money Deposits (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Lots | Lots | |
Other Restricted Assets [Abstract] | ||
Number of lots under option | 1,082 | 910 |
Land not owned under option agreements, exercise price | $71,570 | $61,800 |
Earnest_Money_Deposits_Schedul
Earnest Money Deposits (Schedule of Expected Land Purchase Payments Under Option Agreements) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Restricted Assets [Abstract] | ||
2015 | $37,383 | |
2016 | 23,269 | |
2017 | 10,918 | |
Total | $71,570 | $61,800 |
Debt_Schedule_of_Longterm_Debt
Debt (Schedule of Long-term Debt - Term Loan Facility) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Term Loan Facility | $150,000 | $0 |
Greenlight Capital, Inc | Reverse Recapitalization | Term Loan Facility | Secured Debt | ||
Debt Instrument [Line Items] | ||
Term Loan Facility | $150,000 | $0 |
Debt_Narrative_Details
Debt (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Oct. 27, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 28, 2015 |
Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Maximum period electable to pay interest in kind | 12 months | |||
Other Assets | ||||
Debt Instrument [Line Items] | ||||
Debt issuance cost | $0.40 | $0 | ||
Reverse Recapitalization | Term Loan Facility | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Mandatory prepayment, percentage of net cash proceeds from incurrence of debt | 100.00% | |||
Voluntary prepayment premium | 1.00% | |||
Reverse Recapitalization | Term Loan Facility | Other Assets | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Debt issuance cost | 0.4 | |||
Reverse Recapitalization | Term Loan Facility | Greenlight Capital, Inc | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Percentage of voting interest | 49.90% | |||
Debt instrument, term | 5 years | |||
Debt instrument, face amount | 150 | |||
Stated interest rate | 9.00% | |||
Reverse Recapitalization | Minimum | Term Loan Facility | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Fixed charge coverage ratio, one (no more than) | 0.8 | |||
Fixed charge coverage ratio, two (no more than) | 1 | |||
Reverse Recapitalization | Maximum | Term Loan Facility | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Fixed charge coverage ratio, one (no more than) | 1 | |||
Fixed charge coverage ratio, two (no more than) | 1.2 | |||
Scenario, Forecast | Reverse Recapitalization | Term Loan Facility | Greenlight Capital, Inc | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 10.00% |
Debt_Schedule_of_Lines_of_Cred
Debt (Schedule of Lines of Credit Outstanding) (Details) (Subsidiary of JBGL, Inwood National Bank, USD $) | Dec. 31, 2014 | Oct. 13, 2014 | Dec. 31, 2013 | Oct. 13, 2013 | Dec. 31, 2012 |
Line of Credit Facility [Line Items] | |||||
Borrowings on lines of credit | $14,061,000 | $17,208,000 | |||
Direct Finance Leases A | |||||
Line of Credit Facility [Line Items] | |||||
Borrowings on lines of credit | 662,000 | 2,439,000 | |||
Line of credit, maximum borrowing capacity | 4,800,000 | ||||
Stated interest rate | 4.00% | ||||
Direct Finance Leases B | |||||
Line of Credit Facility [Line Items] | |||||
Borrowings on lines of credit | 899,000 | 2,269,000 | |||
Line of credit, maximum borrowing capacity | 3,000,000 | ||||
Stated interest rate | 4.00% | ||||
John's Creek | |||||
Line of Credit Facility [Line Items] | |||||
Borrowings on lines of credit | 12,500,000 | 12,500,000 | |||
Line of credit, maximum borrowing capacity | $25,000,000 | $8,000,000 | |||
Stated interest rate | 4.00% |
Debt_Schedule_of_Longterm_Debt1
Debt (Schedule of Long-term Debt - Notes Payable) (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2014 | Dec. 13, 2013 | Dec. 17, 2013 | Apr. 16, 2014 | Apr. 15, 2013 | |
Debt Instrument [Line Items] | ||||||||
Notes payable | $12,151,000 | $26,595,000 | ||||||
Repayments of Notes Payable | 22,434,000 | 16,309,000 | 5,152,000 | |||||
Notes Payable | Briar Ridge Investments, LTD | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | 9,000,000 | 9,000,000 | ||||||
Notes Payable | Plains Capital Bank | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | 0 | 7,500,000 | ||||||
Notes Payable | Bossy Boots Holding, LTD | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | 0 | 5,655,000 | ||||||
Notes Payable | Lakeside DFW Land, LTD | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | 1,824,000 | 2,980,000 | ||||||
Notes Payable | Other Unrelated Third Party | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | 0 | 39,000 | ||||||
Notes Payable | Subordinated Lot Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | 1,327,000 | 1,421,000 | ||||||
Subsidiary of JBGL | Notes Payable | Briar Ridge Investments, LTD | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 6.00% | |||||||
Interest Payable | 0 | |||||||
Debt instrument, face amount | 9,000,000 | |||||||
Subsidiary of JBGL | Notes Payable | Plains Capital Bank | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 5.00% | |||||||
Debt instrument, face amount | 7,500,000 | |||||||
Subsidiary of JBGL | Notes Payable | Bossy Boots Holding, LTD | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 6.00% | |||||||
Debt instrument, face amount | 17,100,000 | |||||||
Subsidiary of JBGL | Notes Payable | Lakeside DFW Land, LTD | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 5.00% | 6.00% | ||||||
Debt instrument, face amount | 3,300,000 | 3,500,000 | ||||||
Repayments of Notes Payable | $1,500,000 | |||||||
Subsidiaries of the Company | Minimum | Notes Payable | Subordinated Lot Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 8.00% | |||||||
Subsidiaries of the Company | Maximum | Notes Payable | Subordinated Lot Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 14.00% |
Debt_Schedule_of_Minimum_Princ
Debt (Schedule of Minimum Principal Payments) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Debt Instrument [Line Items] | |
2015 | $16,534 |
2016 | 678 |
2017 | 9,000 |
2018 | 0 |
2019 and thereafter | 150,000 |
Total | 176,212 |
Line of Credit | |
Debt Instrument [Line Items] | |
2015 | 14,061 |
2016 | 0 |
2017 | 0 |
2018 | 0 |
2019 and thereafter | 0 |
Total | 14,061 |
Notes Payable | |
Debt Instrument [Line Items] | |
2015 | 2,473 |
2016 | 678 |
2017 | 9,000 |
2018 | 0 |
2019 and thereafter | 0 |
Total | 12,151 |
Secured Debt | |
Debt Instrument [Line Items] | |
2015 | 0 |
2016 | 0 |
2017 | 0 |
2018 | 0 |
2019 and thereafter | 150,000 |
Total | $150,000 |
ShareBased_Compensation_Narrat
Share-Based Compensation (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Oct. 27, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum amount to be paid to individual pursuant to cash bonus award | $2,000,000 | ||
Shares granted | 500,000 | ||
Per share exercise price | $7.49 | $0 | |
Unamortized share-based compensation expense | 1,400,000 | ||
Unamortized share-based compensation expense, weighted average period of recognition | 4 years 9 months 25 days | ||
Forfeiture rate | 0.00% | ||
Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Service period | 5 years | ||
Stock options issued | $0 | $0 | |
2014 Equity Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of awards granted after expiration date | 0 | ||
Number of shares authorized and reserved for issuance | 2,350,956 | ||
Number of awards issued | 0 | ||
Executive Officers | 2014 Equity Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number eligible for awards | 4 | ||
Non-employee Directors | 2014 Equity Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number eligible for awards | 6 | ||
Other Employees | 2014 Equity Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number eligible for awards | 150 | ||
Common Stock | Chief Executive Officer | Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares granted | 500,000 | ||
Per share exercise price | $7.49 | ||
Number of trading days after grant date for which the exercise price was based | 5 days | ||
Vesting period | 5 years |
ShareBased_Compensation_Schedu
Share-Based Compensation (Schedule of Share-based Compensation, Activity) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Stock options | $40 | $0 | $0 |
ShareBased_Compensation_Summar
Share-Based Compensation (Summary of Stock Option Activity) (Details) (USD $) | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Options outstanding, beginning balance (in shares) | 0 |
Granted (in shares) | 500,000 |
Exercised (in shares) | 0 |
Forfeited (in shares) | 0 |
Options outstanding, ending balance (in shares) | 500,000 |
Options exercisable (in shares) | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Options outstanding, beginning balance (in dollars per share) | $0 |
Granted (in dollars per share) | $7.49 |
Exercised (in dollars per share) | $0 |
Forfeited (in dollars per share) | $0 |
Options outstanding, ending balance (in dollars per share) | $7.49 |
Options exercisable (in dollars per share) | $0 |
Options outstanding, weighted average remaining life (in years) | 9 years 9 months 25 days |
Options exercisable, weighted average remaining life (in years) | 0 years |
Options outstanding, aggregate intrinsic value | $357 |
Options exercisable, aggregate intrinsic value | $0 |
ShareBased_Compensation_Summar1
Share-Based Compensation (Summary of Unvested Stock Options Activity) (Details) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested, beginning balance (in shares) | 0 |
Granted (in shares) | 500 |
Vested (in shares) | 0 |
Forfeited (in shares) | 0 |
Unvested, ending balance (in shares) | 500 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested, beginning balance (in dollars per share) | $0 |
Granted (in dollars per share) | $2.88 |
Vested (in dollars per share) | $0 |
Forfeited (in dollars per share) | $0 |
Unvested, ending balance (in dollars per share) | $2.88 |
ShareBased_Compensation_ShareB
Share-Based Compensation Share-Based Compensation (Schedule of Stock Options, Valuation Assumptions) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Risk-Free Interest Rate | 1.94% |
Expected Term (in years) | 6 years 6 months |
Weighted Average Expected Stock Price Volatility | 37.20% |
Expected Dividend Yield | 0.00% |
Weighted Average Per Share Grant Date Fair Value | $2.88 |
Employee_Benefits_Details
Employee Benefits (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Compensation and Retirement Disclosure [Abstract] | |||
Company match contribution to 401(k) plan | $0 | $0 | $0 |
Income_Taxes_Schedule_of_Compo
Income Taxes (Schedule of Components of Income Tax Expense (Benefit)) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current: | |||
Federal | $0 | $0 | $0 |
State | 485 | 327 | 231 |
Total current | 485 | 327 | 231 |
Deferred | |||
Federal | -23,308 | 0 | 0 |
State | -2,030 | 0 | 0 |
Total deferred | -25,338 | 0 | 0 |
Total income tax (benefit) provision | ($24,853) | $327 | $231 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 27, 2014 | |
Operating Loss Carryforwards [Line Items] | ||||
Uncertain income tax positions | $0 | |||
Basis in partnerships | 26,123,000 | 0 | ||
One-time income tax benefit | 25,244,000 | 0 | 0 | |
Deferred tax assets | 89,239,000 | 0 | ||
Deferred tax asset related to net operating loss carryforwards | 62,575,000 | 0 | ||
Valuation allowance for deferred tax assets | 1,161,000 | 0 | 0 | |
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforward | 178,800,000 | |||
Operating loss carryforward, expiration date | 31-Dec-29 | |||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforward | 21,600,000 | |||
Valuation allowance related to state loss carryforwards | 21,600,000 | |||
Reverse Recapitalization | ||||
Operating Loss Carryforwards [Line Items] | ||||
One-time income tax benefit | 26,564,000 | |||
Deferred tax assets | 63,900,000 | |||
Reverse Recapitalization | Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforward | 182,300,000 | |||
Reverse Recapitalization | State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforward | $21,600,000 |
Income_Taxes_Schedule_of_Defer
Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Deferred tax assets: | |||
Accrued bonuses | $315 | $0 | |
Accrued severance pay | 11 | 0 | |
Stock-based compensation | 14 | 0 | |
Federal net operating loss carryover | 62,575 | 0 | |
State net operating loss carryover | 1,161 | 0 | |
Basis in partnerships | 26,123 | 0 | |
Warranty accrual | 161 | 0 | |
Historical BioFuel capitalized start-up costs | 24 | 0 | |
Historical BioFuel - other | 16 | 0 | |
Deferred tax assets, gross | 90,400 | 0 | |
Valuation allowance | -1,161 | 0 | 0 |
Deferred tax assets, net | 89,239 | 0 | |
Deferred tax liabilities: | |||
Prepaid insurance | -11 | 0 | |
Noncontrolling interests impact of M-1s | -31 | 0 | |
Deferred tax liabilities, net | ($42) | $0 |
Income_Taxes_Schedule_of_Effec
Income Taxes (Schedule of Effective Tax Rate Reconciliation) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Tax on pre-tax book income (before reduction for noncontrolling interests) | $12,673 | $0 | $0 |
Pre-Transaction earnings taxed to partners | -10,634 | 0 | 0 |
Tax effect of non-controlled earnings post Transaction | -644 | 0 | 0 |
Change in partnership tax status | -25,244 | 0 | 0 |
Change in partnership tax status - state benefit | -1,320 | 0 | 0 |
State tax expense, net | 315 | 327 | 231 |
Perm items - other | 1 | 0 | 0 |
Total income tax (benefit) provision | ($24,853) | $327 | $231 |
Effective income tax rate reconciliation, percent | -68.60% | 0.70% | 1.10% |
Income_Taxes_Rollforward_of_Va
Income Taxes (Rollforward of Valuation Allowances) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Valuation allowance at beginning of the year | $0 | $0 |
BioFuel valuation allowance at the Transaction Date | 65,020 | 0 |
Release of valuation allowance at Transaction Date | -63,859 | 0 |
Valuation allowance at end of the year | $1,161 | $0 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | 10 Months Ended | 11 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 27, 2014 | Nov. 30, 2014 | Oct. 27, 2014 | Oct. 28, 2015 | |
Related Party Transaction [Line Items] | |||||||
Management fees expense – related party | $1,266,000 | $1,016,000 | $581,000 | ||||
Interest incurred | 4,146,000 | 1,380,000 | 405,000 | ||||
Executive | |||||||
Related Party Transaction [Line Items] | |||||||
Management fee percentage | 0.38% | ||||||
Management fees expense – related party | 1,016,000 | 581,000 | 1,300,000 | ||||
Selling, General and Administrative Expenses | |||||||
Related Party Transaction [Line Items] | |||||||
Rent expense | 500,000 | 200,000 | 100,000 | ||||
Interest and Fees Income | Affiliates of Company | |||||||
Related Party Transaction [Line Items] | |||||||
Interest income | 0 | 700,000 | 900,000 | ||||
Texas Headquarters | Selling, General and Administrative Expenses | Family Members of CEO | |||||||
Related Party Transaction [Line Items] | |||||||
Rent expense | 28,137 | 18,000 | 13,913 | ||||
Reverse Recapitalization | Term Loan Facility | Secured Debt | Greenlight Capital, Inc | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of voting interest | 49.90% | 49.90% | |||||
Debt instrument, term | 5 years | ||||||
Debt instrument, face amount | 150,000,000 | 150,000,000 | |||||
Stated interest rate | 9.00% | 9.00% | |||||
Accrued interest payable | 152,400,000 | ||||||
Interest incurred | $2,400,000 | ||||||
Reverse Recapitalization | Scenario, Forecast | Term Loan Facility | Secured Debt | Greenlight Capital, Inc | |||||||
Related Party Transaction [Line Items] | |||||||
Stated interest rate | 10.00% |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value adjustment to assets | $0 | $0 |
Fair value adjustment to liabilities | 0 | 0 |
Secured Debt | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term loan facility | 150,000,000 | |
Secured Debt | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term loan facility | $150,000,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Schedule of Warranty Activity) (Details) (Accrued Expenses, USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accrued Expenses | |||
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Beginning balance | $328 | $58 | $3 |
Additions | 388 | 290 | 57 |
Charges | -256 | -20 | -2 |
Ending balance | $460 | $328 | $58 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Leased Assets [Line Items] | |||
Loss contingency accruals | $0 | $0 | |
Selling, General and Administrative Expenses | |||
Operating Leased Assets [Line Items] | |||
Rent expense | $500,000 | $200,000 | $100,000 |
Commitments_and_Contingencies_3
Commitments and Contingencies (Schedule of Annual Minimum Operating Lease Payments) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $583 |
2016 | 572 |
2017 | 578 |
2018 | 591 |
2019 and thereafter | 1,217 |
Total | $3,541 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||||||||||
Sale of residential units | $200,650 | $168,591 | $50,105 | ||||||||
Sale of land and lots | 45,452 | 33,735 | 22,927 | ||||||||
Revenues | 67,574 | 49,676 | 65,843 | 63,009 | 55,699 | 67,156 | 46,711 | 32,760 | |||
Gross profit | 15,300 | 15,024 | 16,483 | 15,848 | 15,860 | 20,847 | 12,368 | 9,122 | |||
Gross Profit on Land and Lots | 11,370 | 12,222 | 7,671 | ||||||||
Gross Profit, Home Building | 51,285 | 45,975 | 10,463 | ||||||||
Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 246,102 | 202,326 | 73,032 | ||||||||
Gross profit | 62,655 | 58,197 | 18,134 | ||||||||
Assets | 274,303 | 228,777 | 274,303 | 228,777 | |||||||
Operating Segments | Texas | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Sale of residential units | 83,958 | 52,764 | 11,659 | ||||||||
Gross Profit, Home Building | 20,109 | 15,055 | 2,325 | ||||||||
Assets | 44,771 | 25,494 | 44,771 | 25,494 | |||||||
Operating Segments | Georgia | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Sale of residential units | 116,692 | 115,827 | 38,446 | ||||||||
Gross Profit, Home Building | 31,176 | 30,920 | 8,138 | ||||||||
Assets | 129,361 | 99,239 | 129,361 | 99,239 | |||||||
Operating Segments | Land Development | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Sale of land and lots | 45,452 | 33,735 | 22,927 | ||||||||
Gross Profit on Land and Lots | 11,370 | 12,222 | 7,671 | ||||||||
Assets | $100,171 | $104,044 | $100,171 | $104,044 |
Quarterly_Financial_Data_Unaud2
Quarterly Financial Data (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $67,574 | $49,676 | $65,843 | $63,009 | $55,699 | $67,156 | $46,711 | $32,760 | |||
Gross profits | 15,300 | 15,024 | 16,483 | 15,848 | 15,860 | 20,847 | 12,368 | 9,122 | |||
Net income attributable to Green Brick Partners, Inc. | $31,573 | $3,694 | $7,410 | $7,349 | $8,848 | $9,513 | $7,615 | $6,031 | $50,026 | $32,007 | $17,194 |
Net income attributable to Green Brick Partners, Inc. per common share: | |||||||||||
Basic (in dollars per share) | $1.24 | $0.33 | $0.67 | $0.66 | $0.79 | $0.86 | $0.69 | $0.54 | $3.40 | $2.88 | $1.55 |
Diluted (in dollars per share) | $1.24 | $0.33 | $0.67 | $0.66 | $0.79 | $0.86 | $0.69 | $0.54 | $3.40 | $2.88 | $1.55 |