Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 07, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Green Brick Partners, Inc. | |
Entity Central Index Key | 1,373,670 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 48,813,889 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Assets | ||
Cash and cash equivalents | $ 15,171 | $ 21,267 |
Restricted cash | 1,969 | 1,709 |
Accounts receivable | 810 | 749 |
Inventory | 300,972 | 274,303 |
Investment in direct financing leases | 0 | 2,768 |
Property and equipment, net | 1,788 | 1,629 |
Earnest money deposits | 8,941 | 6,676 |
Deferred income tax assets, net | 85,203 | 89,197 |
Other assets | 3,274 | 2,027 |
Total assets | 418,128 | 400,325 |
Liabilities and stockholders' equity | ||
Accounts payable | 14,604 | 13,551 |
Accrued expenses | 12,108 | 11,299 |
Customer and builder deposits | 10,209 | 9,752 |
Obligations related to land not owned under option agreements | 6,486 | 7,914 |
Borrowings on lines of credit | 20,500 | 14,061 |
Notes payable | 11,822 | 12,151 |
Term loan facility | 150,000 | 150,000 |
Total liabilities | 225,729 | 218,728 |
Commitments and contingencies (Note 11) | 0 | 0 |
Stockholders’ equity | ||
Common shares, $0.01 par value: 100,000,000 shares authorized; 31,368,992 and 31,346,084 issued and outstanding as of June 30, 2015 and December 31, 2014, respectively | 313 | 313 |
Additional paid-in capital | 101,822 | 101,626 |
Retained earnings | 77,725 | 69,919 |
Total Green Brick Partners, Inc. stockholders’ equity | 179,860 | 171,858 |
Noncontrolling interests | 12,539 | 9,739 |
Total stockholders’ equity | 192,399 | 181,597 |
Total liabilities and stockholders’ equity | $ 418,128 | $ 400,325 |
Consolidated Balance Sheets _Pa
Consolidated Balance Sheets [Parenthetical] - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
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) | 31,368,992 | 31,346,084 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Sale of residential units | $ 60,369 | $ 55,049 | $ 110,030 | $ 104,685 |
Cost of residential units | 46,108 | 41,220 | 81,922 | 78,611 |
Total gross profit | 17,279 | 16,482 | 33,639 | 32,332 |
Sale of land and lots | 11,618 | 10,794 | ||
Revenues | 71,987 | 65,843 | 130,439 | 128,852 |
Cost of land and lots | 8,600 | 8,141 | 14,878 | 17,909 |
Cost of Real Estate Sales | 54,708 | 49,361 | 96,800 | 96,520 |
Salary expense | (4,647) | (2,823) | (9,509) | (5,978) |
Management fees expense – related party | 0 | (390) | 0 | (770) |
Selling, general and administrative expense | (3,376) | (2,491) | (6,315) | (4,772) |
Operating Income (Loss) | 9,256 | 10,778 | 17,815 | 20,812 |
Interest expense | 0 | (509) | (281) | (708) |
Depreciation and amortization expense | (361) | (138) | (588) | (246) |
Interest and fees income | 0 | 102 | 0 | 252 |
Interest on direct financing leases income | 0 | 203 | 13 | 428 |
Other income, net | 275 | 429 | 606 | 480 |
Income before provision for income taxes | 9,170 | 10,865 | 17,565 | 21,018 |
Income tax provision | 2,166 | 0 | 4,373 | 338 |
Net income | 7,004 | 10,865 | 13,192 | 20,680 |
Less: net income attributable to noncontrolling interests | 3,216 | 3,455 | 5,386 | 5,921 |
Net income attributable to Green Brick Partners, Inc. | $ 3,788 | $ 7,410 | $ 7,806 | $ 14,759 |
Net income attributable to Green Brick Partners, Inc. per common share: | ||||
Basic (in dollars per share) | $ 0.12 | $ 0.67 | $ 0.25 | $ 1.33 |
Diluted (in dollars per share) | $ 0.12 | $ 0.67 | $ 0.25 | $ 1.33 |
Weighted average common shares used in the calculation of net income attributable to Green Brick Partners, Inc. per common share: | ||||
Weighted-average number of shares outstanding —basic (shares) | 31,346 | 11,109 | 31,346 | 11,109 |
Weighted-average number of shares outstanding —diluted (shares) | 31,353 | 11,109 | 31,350 | 11,109 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 13,192 | $ 20,680 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization expense | 588 | 246 |
Share-based compensation | 196 | 0 |
Deferred income taxes, net | 3,994 | 0 |
Changes in operating assets and liabilities | ||
Increase in restricted cash | (259) | (626) |
(Increase) decrease in accounts receivable | (62) | 80 |
Increase in inventory | (28,097) | (8,278) |
Increase in earnest money deposits | (2,265) | (2,308) |
Increase in other assets | (1,317) | (109) |
Increase in accounts payable | 1,052 | 975 |
Increase in accrued expenses | 810 | 1,782 |
Increase in customer and builder deposits | 457 | 475 |
Net cash (used in) provided by operating activities | (11,711) | 12,917 |
Cash flows from investing activities | ||
Proceeds from sale of investment in direct financing leases | 2,768 | 1,961 |
Issuance of notes receivable | 0 | (1,600) |
Repayments of notes receivable | 0 | 5,356 |
Acquisition of property and equipment | (678) | (875) |
Net cash provided by investing activities | 2,090 | 4,842 |
Cash flows from financing activities | ||
Borrowings from lines of credit | 13,500 | 4,000 |
Proceeds from notes payable | 2,676 | 4,451 |
Repayments of lines of credit | (7,061) | (1,105) |
Repayments of notes payable | (3,004) | (15,018) |
Contributions from noncontrolling interests | 87 | 390 |
Distributions to controlling interests | 0 | (4,811) |
Distributions to noncontrolling interests | (2,673) | (5,235) |
Net cash provided by (used in) financing activities | 3,525 | (17,328) |
Net cash provided by (used in) financing activities | (6,096) | 431 |
Cash and cash equivalents at beginning of period | 21,267 | 16,683 |
Cash and cash equivalents at beginning of period | 15,171 | 17,114 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest, net of capitalized interest | 3,046 | 683 |
Cash paid for taxes | 914 | 347 |
Supplemental disclosure of noncash investing and financing activities: | ||
Decrease in land not owned under option agreements | $ 1,429 | $ 0 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES 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. We are a uniquely structured company that combines residential land development and homebuilding. We acquire and develop land, provide land and construction financing to our controlled builders and participate in the profits of our controlled builders. Our core markets are in the high growth U.S. metropolitan areas of Dallas, Texas and Atlanta, Georgia. We are engaged in all aspects of the homebuilding process, including land acquisition and development, entitlements, design, construction, marketing and sales and the creation of brand images at our residential neighborhoods and master planned communities. The consolidated financial statements set forth in this Quarterly Report on Form 10-Q 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. Basis of Presentation and Principles of Consolidation The unaudited 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”), but do not include all of the information and footnotes required for complete financial statements. In the opinion of management, the accompanying consolidated financial statements for the periods presented reflect all adjustments, of a normal, recurring nature, necessary to fairly state our financial position, results of operations and cash flows. These consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2014, included in our Annual Report on Form 10-K filed with the SEC on March 31, 2015. Our operating results for the three months ended June 30, 2015 are not necessarily indicative of the results that may be expected for any future periods. 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 . 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. 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 has been deferred and is effective for the Company beginning on January 1, 2018. Early adoption is permitted for reporting periods beginning after December 15, 2016. The standard permits the use of either either the full retrospective approach or the modified retrospective approach. 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 February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis , which amends the consolidation requirements in ASC 810, primarily related to limited partnerships and VIEs. The standard is effective for the Company beginning on January 1, 2016. Early adoption is permitted. The Company does not believe that the adoption of this standard will have a material effect on its consolidated financial statements and related disclosures. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs , which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The standard is effective for the Company beginning on January 1, 2016. Early adoption is permitted for financial statements that have not been previously issued. This standard is to be applied on a retrospective basis and represents a change in accounting principle. The Company does not believe that the adoption of this standard will have a material effect on its consolidated financial statements and related disclosures. |
Net Income Attributable to Gree
Net Income Attributable to Green Brick Partners, Inc. Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Income Attributable to Green Brick Partners, Inc. Per Share | NET INCOME ATTRIBUTABLE TO GREEN BRICK PARTNERS, INC. PER SHARE Our restricted stock awards have the right to receive forfeitable dividends on an equal basis with common stock and therefore are not considered participating securities that must be included in the calculation of net income per share using the two-class method. Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during each period, adjusted for non-vested shares of restricted stock awards 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 and restricted stock awards. 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): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Basic net income attributable to Green Brick Partners, Inc. per share Net income attributable to Green Brick Partners, Inc. —basic $ 3,788 $ 7,410 $ 7,806 $ 14,759 Weighted-average number of shares outstanding —basic 31,346 11,109 31,346 11,109 Basic net income attributable to Green Brick Partners, Inc. per share $ 0.12 $ 0.67 $ 0.25 $ 1.33 Diluted net income attributable to Green Brick Partners, Inc. per share Net income attributable to Green Brick Partners, Inc. —diluted $ 3,788 $ 7,410 $ 7,806 $ 14,759 Weighted-average number of shares used to compute basic net income attributable to Green Brick Partners, Inc. 31,346 11,109 31,346 11,109 Dilutive effect of stock options and restricted stock awards 7 — 4 — Weighted-average number of shares outstanding —diluted 31,353 11,109 31,350 11,109 Diluted net income attributable to Green Brick Partners, Inc. per share $ 0.12 $ 0.67 $ 0.25 $ 1.33 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): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Antidilutive options to purchase common stock 42 — 100 — |
Reverse Recapitalization
Reverse Recapitalization | 6 Months Ended |
Jun. 30, 2015 | |
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 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 prior to the Transaction. 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 historical 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 was considered a reverse recapitalization, the presentation of pro-forma financial information was not required. STOCKHOLDERS’ EQUITY A summary of changes in stockholders’ equity is presented below (dollars in thousands): Common Stock Additional Paid-in Capital Retained Earnings Total Green Brick Partners, Inc. Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity Shares Amount Balance at December 31, 2013 11,108,500 $ 111 $ 155,985 $ 33,014 $ 189,110 $ 9,709 $ 198,819 Contributions — — — — — 390 390 Distributions — — — (4,811 ) (4,811 ) (5,235 ) (10,046 ) Net income — — — 14,759 14,759 5,921 20,680 Balance at June 30, 2014 11,108,500 $ 111 $ 155,985 $ 42,962 $ 199,058 $ 10,785 $ 209,843 Balance at December 31, 2014 31,346,084 $ 313 $ 101,626 $ 69,919 $ 171,858 $ 9,739 $ 181,597 Share-based compensation — — 196 — 196 — 196 Issuance of common shares under 2014 Equity Plan 22,908 — — — — — — Contributions — — — — — 87 87 Distributions — — — — — (2,673 ) (2,673 ) Net income — — — 7,806 7,806 5,386 13,192 Balance at June 30, 2015 31,368,992 $ 313 $ 101,822 $ 77,725 $ 179,860 $ 12,539 $ 192,399 |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory | INVENTORY Inventory consists primarily of land in the process of development, undeveloped land, developed lots, 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. A summary of inventory is as follows (in thousands): June 30, 2015 December 31, 2014 Completed home inventory and residential lots held for sale $ 64,820 $ 47,048 Work in process 214,058 203,756 Undeveloped land 16,220 16,220 Land not owned under option agreements 5,874 7,279 Total Inventory $ 300,972 $ 274,303 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 on undeveloped land is directly expensed and included in interest expense in our consolidated statements of income. Interest costs incurred, capitalized and expensed were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Interest capitalized at beginning of period $ 7,218 $ 1,065 $ 3,713 $ 1,065 Interest incurred 3,548 526 7,348 830 Interest charged to cost of sales (912 ) — (926 ) (105 ) Interest charged to interest expense — (509 ) (281 ) (708 ) Interest capitalized at end of period $ 9,854 $ 1,082 $ 9,854 $ 1,082 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Term Loan Facility Term loan facility outstanding consists of the following (in thousands): June 30, 2015 December 31, 2014 Term Loan Facility $ 150,000 $ 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 provided 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 guaranteed obligations under the Term Loan Facility pursuant to the guaranty. The Term Loan Facility bore 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 had a one-time right to elect to pay up to four consecutive quarters’ interest in kind. The Term Loan Facility was 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 were permitted at any time. All prepayments made prior to October 27, 2016 were subject to a 1.0% prepayment premium. The Term Loan Facility was 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 amortized these debt issuance costs to interest expense over the term of the Term Loan Facility using the effective interest method. The Term Loan Facility was 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 was 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 required 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 June 30, 2015 . On July 1, 2015 we used approximately $154.9 million of the net proceeds from an equity offering to repay all of the outstanding principal, interest and a prepayment premium under the Term Loan Facility. See Note 13 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further discussion of this subsequent event. Lines of Credit Lines of credit outstanding at June 30, 2015 and December 31, 2014 consist of the following (in thousands): June 30, 2015 December 31, 2014 Promissory note to Inwood National Bank (“Inwood”): Direct finance leases A (1) $ — $ 662 Direct finance leases B (2) — 899 John’s Creek (3) 20,500 12,500 Total lines of credit $ 20,500 $ 14,061 (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 a minimum interest rate of 4.0% , which was in effect during the six months ended June 30, 2015 , and collateralized by the leased assets. The LOC was renewed during 2014 until April 13, 2015. This LOC was paid off as of March 31, 2015. (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 a minimum interest rate of 4.0% , which was in effect during the six months ended June 30, 2015 , and collateralized by the leased assets. The LOC was renewed until April 13, 2015. This LOC was paid off as of March 31, 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 June 30, 2015 totaled $20.5 million and were secured by land owned in John’s Creek, Georgia. On July 30, 2015 , we replaced this credit facility with a new revolving credit facility with Inwood, which provides for up to $50.0 million and is secured by land owned in John’s Creek, Georgia, Allen, TX, and Carrollton, TX. The maturity date for the new revolving credit facility is July 30, 2017 . 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 June 30, 2015 . Notes Payable Notes payable outstanding at June 30, 2015 and December 31, 2014 consist of the following (in thousands): June 30, 2015 December 31, 2014 Note payable to unrelated third party: Briar Ridge Investments, LTD (1) $ 9,000 $ 9,000 Lakeside DFW Land, LTD (2) — 1,824 Lyons Equities, Inc. Trustee (3) 988 — Subordinated Lot Notes (4) 1,834 1,327 Total notes payable $ 11,822 $ 12,151 (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% per annum and collateralized by land purchased in Allen, Texas. Accrued interest at June 30, 2015 was $0 . (2) 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% per annum and 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. This note was paid in full during the three months ended March 31, 2015. (3) On May 22, 2015, a subsidiary of JBGL signed a promissory note for $1.0 million maturing on May 22, 2016, bearing interest at 3.5% per annum collateralized by land located in Allen, TX. (4) 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% , 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. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity | 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 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 prior to the Transaction. 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 historical 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 was considered a reverse recapitalization, the presentation of pro-forma financial information was not required. STOCKHOLDERS’ EQUITY A summary of changes in stockholders’ equity is presented below (dollars in thousands): Common Stock Additional Paid-in Capital Retained Earnings Total Green Brick Partners, Inc. Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity Shares Amount Balance at December 31, 2013 11,108,500 $ 111 $ 155,985 $ 33,014 $ 189,110 $ 9,709 $ 198,819 Contributions — — — — — 390 390 Distributions — — — (4,811 ) (4,811 ) (5,235 ) (10,046 ) Net income — — — 14,759 14,759 5,921 20,680 Balance at June 30, 2014 11,108,500 $ 111 $ 155,985 $ 42,962 $ 199,058 $ 10,785 $ 209,843 Balance at December 31, 2014 31,346,084 $ 313 $ 101,626 $ 69,919 $ 171,858 $ 9,739 $ 181,597 Share-based compensation — — 196 — 196 — 196 Issuance of common shares under 2014 Equity Plan 22,908 — — — — — — Contributions — — — — — 87 87 Distributions — — — — — (2,673 ) (2,673 ) Net income — — — 7,806 7,806 5,386 13,192 Balance at June 30, 2015 31,368,992 $ 313 $ 101,822 $ 77,725 $ 179,860 $ 12,539 $ 192,399 |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 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. In April 2015, the Company granted 22,908 restricted stock awards (“RSAs”) to certain non-employee Board of Directors, pursuant to the 2014 Equity Plan. The RSAs will become fully vested in April 2016 . The RSAs have a weighted average grant-date fair value of $8.73 share. The fair value of the outstanding shares of restricted stock awards will be recorded as share-based compensation expense over the vesting period. Share-Based Award Activity A summary of restricted stock awards activity during the six months ended June 30, 2015 is as follows: Number of Shares (in thousands) Weighted Average Grant Date Fair Value per Share Nonvested, December 31, 2014 — $ — Granted 23 $ 8.73 Vested — $ — Forfeited — $ — Nonvested, June 30, 2015 23 $ 8.73 A summary of stock option activity during the six months ended June 30, 2015 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, December 31, 2014 500 $ 7.49 Granted — — Exercised — — Forfeited — — Options outstanding, June 30, 2015 500 $ 7.49 9.63 $ 397 Options exercisable, June 30, 2015 — $ — — $ — A summary of our unvested stock options during the six months ended June 30, 2015 is as follows: Number of Shares (in thousands) Weighted Average Per Share Grant Date Fair Value Unvested, December 31, 2014 500 $ 2.88 Granted — $ — Vested — $ — Forfeited — $ — Unvested, June 30, 2015 500 $ 2.88 Valuation of Share-Based Awards The weighted average per share grant date fair value of restricted stock awards granted during the six months ended June 30, 2015 was $8.73 , determined based on the market price of our common stock on the date of grant, which approximates the intrinsic value. We utilize the Black-Scholes option pricing model for estimating the grant date fair value of stock options. There were no stock options issued during the six months ended June 30, 2015 and June 30, 2014 . Share-Based Compensation Expense Share-based compensation expense was $0.1 million and $0.2 million for the three and six months ended June 30, 2015 , respectively. There were no share-based awards issued prior to October 27, 2014. At June 30, 2015 , the estimated total remaining unamortized share-based compensation expense related to unvested restricted stock awards and stock options, net of forfeitures, was $1.4 million which is expected to be recognized over a weighted-average period of 3.9 years. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES We recorded an income tax provision of $2.2 million and $4.4 million for the three and six months ended June 30, 2015 , respectively, as compared to $0.0 million and $0.3 million for the three and six months ended June 30, 2014 , respectively. The effective tax rate for the three and six months ended June 30, 2015 was 23.6% and 24.9% , respectively, as compared to 0.0% and 1.6% for the three and six months ended June 30, 2014 , respectively. The effective tax rate for the three and six months ended June 30, 2015 is driven by the statutory tax rate and a benefit related to non-controlled earnings. The effective tax rate for the three and six months ended June 30, 2014 is driven by state income taxes. In accordance with ASC Topic 740, “Income Taxes” (“ASC 740”), 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. As of June 30, 2015 , we had deferred tax assets of $85.2 million , which was net of a valuation allowance in the amount of $1.2 million relating to state loss carryforwards. Our deferred tax asset valuation allowance remained unchanged during the three months ended June 30, 2015 from December 31, 2014 . As of December 31, 2014 , we had $178.8 million of federal net operating loss carryforwards that will expire beginning with the year ending in December 31, 2029 . 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 valuation allowance in the amount of $21.6 million is recorded against the state loss carryforwards in full. At June 30, 2015 and December 31, 2014 , the Company had no unrecognized tax benefit. Our policy is to accrue interest and penalties on unrecognized tax benefits and include them in federal income tax expense. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS During the three and six months ended June 30, 2015 and 2014 , 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. The Company terminated this lease during the fourth quarter of 2014. During the three and six months ended June 30, 2014 , the Company paid rent of $4,748 and $12,897 , 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 the three and six months ended June 30, 2014 , the Company incurred $0.4 million and $0.8 million , respectively, of expenses from this arrangement which are included as management fees in the consolidated statements of income. 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 provided for a five year term loan facility in an aggregate principal amount of $150.0 million which funded part of the Transaction. Certain subsidiaries of the Company guaranteed obligations under the Term Loan Facility pursuant to the guaranty. The Term Loan Facility bore 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 June 30, 2015 was approximately $153.4 million . During the three months ended June 30, 2015 , the Company incurred and capitalized interest costs of $3.4 million under the Term Loan Facility. On July 1, 2015 we used approximately $154.9 million of the net proceeds from an equity offering to repay all of the outstanding principal, interest and a prepayment premium under the Term Loan Facility. See Note 13 for further discussion of this subsequent event. In 2012, we formed Centre Living Homes, LLC (“Centre Living”), a builder that focuses on a limited number of homes and luxury townhomes each year in the Dallas, Texas market. Trevor Brickman, the son of Green Brick's Chief Executive Officer, is the President of Centre Living. Effective as of January 1, 2015, Centre Living's operating agreement was amended and restated to the same general terms as with our other builders, such that Green Brick's ownership interest in Centre Living is 50% and Trevor Brickman's ownership interest is 50% for future operations beginning January 1, 2015. Subsequent to this amendment, Green Brick has 51% voting control over the operations of Centre Living. As such, 100% of Centre Living's operations are included within our consolidated financial statements for the three and six months ended June 30, 2015 . The noncontroling interest attributable to Centre Living was $0.4 million as of June 30, 2015 . |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
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 the 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 June 30, 2015 and December 31, 2014 . 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 June 30, 2015 . 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 six months ended June 30, 2015 and the year ended December 31, 2014 , 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 | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES 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, and 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 in the consolidated balance sheets. Commitments The Company has leases associated with office space in Georgia and Texas which are classified as operating leases. Rent expense under these leases are included in the selling, general and administrative expense in the consolidated statements of income. 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. The Company has no litigation outstanding as of June 30, 2015 . At June 30, 2015 and December 31, 2014 , the Company did not have any accruals for asserted or unasserted matters. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION Financial information relating to the Company’s reportable segments is 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. Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2015 2014 2015 2014 Revenues: Builder Operations Texas $ 34,059 $ 16,894 $ 63,147 $ 34,993 Georgia 26,310 38,155 46,883 69,692 Land Development 11,618 10,794 20,409 24,167 $ 71,987 $ 65,843 $ 130,439 $ 128,852 Gross profit: Builder Operations Texas $ 7,819 $ 2,819 $ 15,690 $ 7,843 Georgia 6,442 11,010 12,418 18,231 Land Development 3,018 2,653 5,531 6,258 $ 17,279 $ 16,482 $ 33,639 $ 32,332 June 30, 2015 December 31, 2014 Inventory: Builder Operations Texas $ 71,525 $ 44,771 Georgia 138,736 129,361 Land Development 90,711 100,171 $ 300,972 $ 274,303 |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Event | SUBSEQUENT EVENTS On July 1, 2015, the Company completed an underwritten public offering of 17,000,000 shares of its common stock at a price to the public of $10.00 per share. The Company also granted to the underwriters a 30-day option to purchase up to an aggregate of 841,500 additional shares of common stock to cover over-allotments. On July 23, 2015 , the underwriters exercised the option and purchased 444,897 additional shares. All of the shares were sold by the Company pursuant to an effective shelf registration statement previously filed with the U.S. Securities and Exchange Commission. The offering, and the follow-on option to sell additional shares, resulted in net proceeds to Green Brick of approximately $169.8 million , after deducting underwriting discounts and offering expenses. On July 1, 2015, Green Brick used approximately $154.9 million of the net proceeds from the offering to repay all of the outstanding principal, interest and a prepayment premium under the Term Loan Facility. Effective upon receipt of such payment, all security interests in, and all liens held by Greenlight with respect to, the assets of Green Brick securing the amounts owed under the Term Loan Facility were terminated and released. Green Brick intends to use the remaining net proceeds for working capital and general corporate purposes. On July 30, 2015 , we replaced the credit agreement that provided for the $25.0 million revolving credit facility with a new revolving credit agreement among the Company, certain subsidiary guarantors of the Company and Inwood, which provides for a revolving credit facility of up to $50.0 million and is secured by land owned in John's Creek, Georgia, Allen, TX, and Carrollton, TX. The maturity date for the new credit facility is July 30, 2017 . Amounts drawn under this new revolving credit facility as of August 04, 2015 totaled $20.9 million . |
Basis of Presentation and Sig19
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The unaudited 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”), but do not include all of the information and footnotes required for complete financial statements. In the opinion of management, the accompanying consolidated financial statements for the periods presented reflect all adjustments, of a normal, recurring nature, necessary to fairly state our financial position, results of operations and cash flows. These consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2014, included in our Annual Report on Form 10-K filed with the SEC on March 31, 2015. Our operating results for the three months ended June 30, 2015 are not necessarily indicative of the results that may be expected for any future periods. 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 . |
Use of Estimates | 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. |
Noncontrolling Interests | 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 Reporting | 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 | 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 has been deferred and is effective for the Company beginning on January 1, 2018. Early adoption is permitted for reporting periods beginning after December 15, 2016. The standard permits the use of either either the full retrospective approach or the modified retrospective approach. 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 February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis , which amends the consolidation requirements in ASC 810, primarily related to limited partnerships and VIEs. The standard is effective for the Company beginning on January 1, 2016. Early adoption is permitted. The Company does not believe that the adoption of this standard will have a material effect on its consolidated financial statements and related disclosures. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs , which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The standard is effective for the Company beginning on January 1, 2016. Early adoption is permitted for financial statements that have not been previously issued. This standard is to be applied on a retrospective basis and represents a change in accounting principle. The Company does not believe that the adoption of this standard will have a material effect on its consolidated financial statements and related disclosures. |
Net Income Attributable to Gr20
Net Income Attributable to Green Brick Partners, Inc. Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | 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): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Basic net income attributable to Green Brick Partners, Inc. per share Net income attributable to Green Brick Partners, Inc. —basic $ 3,788 $ 7,410 $ 7,806 $ 14,759 Weighted-average number of shares outstanding —basic 31,346 11,109 31,346 11,109 Basic net income attributable to Green Brick Partners, Inc. per share $ 0.12 $ 0.67 $ 0.25 $ 1.33 Diluted net income attributable to Green Brick Partners, Inc. per share Net income attributable to Green Brick Partners, Inc. —diluted $ 3,788 $ 7,410 $ 7,806 $ 14,759 Weighted-average number of shares used to compute basic net income attributable to Green Brick Partners, Inc. 31,346 11,109 31,346 11,109 Dilutive effect of stock options and restricted stock awards 7 — 4 — Weighted-average number of shares outstanding —diluted 31,353 11,109 31,350 11,109 Diluted net income attributable to Green Brick Partners, Inc. per share $ 0.12 $ 0.67 $ 0.25 $ 1.33 |
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): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Antidilutive options to purchase common stock 42 — 100 — |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 ) |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Real Estate Inventory | A summary of inventory is as follows (in thousands): June 30, 2015 December 31, 2014 Completed home inventory and residential lots held for sale $ 64,820 $ 47,048 Work in process 214,058 203,756 Undeveloped land 16,220 16,220 Land not owned under option agreements 5,874 7,279 Total Inventory $ 300,972 $ 274,303 |
Summary of Real Estate Inventory Capitalized Interest Costs | Interest costs incurred, capitalized and expensed were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Interest capitalized at beginning of period $ 7,218 $ 1,065 $ 3,713 $ 1,065 Interest incurred 3,548 526 7,348 830 Interest charged to cost of sales (912 ) — (926 ) (105 ) Interest charged to interest expense — (509 ) (281 ) (708 ) Interest capitalized at end of period $ 9,854 $ 1,082 $ 9,854 $ 1,082 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Instrument [Line Items] | |
Schedule of Lines of Credit Outstanding | Lines of credit outstanding at June 30, 2015 and December 31, 2014 consist of the following (in thousands): June 30, 2015 December 31, 2014 Promissory note to Inwood National Bank (“Inwood”): Direct finance leases A (1) $ — $ 662 Direct finance leases B (2) — 899 John’s Creek (3) 20,500 12,500 Total lines of credit $ 20,500 $ 14,061 (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 a minimum interest rate of 4.0% , which was in effect during the six months ended June 30, 2015 , and collateralized by the leased assets. The LOC was renewed during 2014 until April 13, 2015. This LOC was paid off as of March 31, 2015. (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 a minimum interest rate of 4.0% , which was in effect during the six months ended June 30, 2015 , and collateralized by the leased assets. The LOC was renewed until April 13, 2015. This LOC was paid off as of March 31, 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 June 30, 2015 totaled $20.5 million and were secured by land owned in John’s Creek, Georgia. On July 30, 2015 , we replaced this credit facility with a new revolving credit facility with Inwood, which provides for up to $50.0 million and is secured by land owned in John’s Creek, Georgia, Allen, TX, and Carrollton, TX. The maturity date for the new revolving credit facility is July 30, 2017 . |
Notes Payable | |
Debt Instrument [Line Items] | |
Schedule of Long-term Debt | Notes payable outstanding at June 30, 2015 and December 31, 2014 consist of the following (in thousands): June 30, 2015 December 31, 2014 Note payable to unrelated third party: Briar Ridge Investments, LTD (1) $ 9,000 $ 9,000 Lakeside DFW Land, LTD (2) — 1,824 Lyons Equities, Inc. Trustee (3) 988 — Subordinated Lot Notes (4) 1,834 1,327 Total notes payable $ 11,822 $ 12,151 (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% per annum and collateralized by land purchased in Allen, Texas. Accrued interest at June 30, 2015 was $0 . (2) 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% per annum and 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. This note was paid in full during the three months ended March 31, 2015. (3) On May 22, 2015, a subsidiary of JBGL signed a promissory note for $1.0 million maturing on May 22, 2016, bearing interest at 3.5% per annum collateralized by land located in Allen, TX. (4) 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% , 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 consists of the following (in thousands): June 30, 2015 December 31, 2014 Term Loan Facility $ 150,000 $ 150,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Schedule of Stockholders Equity | A summary of changes in stockholders’ equity is presented below (dollars in thousands): Common Stock Additional Paid-in Capital Retained Earnings Total Green Brick Partners, Inc. Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity Shares Amount Balance at December 31, 2013 11,108,500 $ 111 $ 155,985 $ 33,014 $ 189,110 $ 9,709 $ 198,819 Contributions — — — — — 390 390 Distributions — — — (4,811 ) (4,811 ) (5,235 ) (10,046 ) Net income — — — 14,759 14,759 5,921 20,680 Balance at June 30, 2014 11,108,500 $ 111 $ 155,985 $ 42,962 $ 199,058 $ 10,785 $ 209,843 Balance at December 31, 2014 31,346,084 $ 313 $ 101,626 $ 69,919 $ 171,858 $ 9,739 $ 181,597 Share-based compensation — — 196 — 196 — 196 Issuance of common shares under 2014 Equity Plan 22,908 — — — — — — Contributions — — — — — 87 87 Distributions — — — — — (2,673 ) (2,673 ) Net income — — — 7,806 7,806 5,386 13,192 Balance at June 30, 2015 31,368,992 $ 313 $ 101,822 $ 77,725 $ 179,860 $ 12,539 $ 192,399 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of restricted stock awards activity during the six months ended June 30, 2015 is as follows: Number of Shares (in thousands) Weighted Average Grant Date Fair Value per Share Nonvested, December 31, 2014 — $ — Granted 23 $ 8.73 Vested — $ — Forfeited — $ — Nonvested, June 30, 2015 23 $ 8.73 |
Summary of Stock Option Activity | A summary of stock option activity during the six months ended June 30, 2015 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, December 31, 2014 500 $ 7.49 Granted — — Exercised — — Forfeited — — Options outstanding, June 30, 2015 500 $ 7.49 9.63 $ 397 Options exercisable, June 30, 2015 — $ — — $ — |
Summary of Unvested Stock Options Activity | A summary of our unvested stock options during the six months ended June 30, 2015 is as follows: Number of Shares (in thousands) Weighted Average Per Share Grant Date Fair Value Unvested, December 31, 2014 500 $ 2.88 Granted — $ — Vested — $ — Forfeited — $ — Unvested, June 30, 2015 500 $ 2.88 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2015 2014 2015 2014 Revenues: Builder Operations Texas $ 34,059 $ 16,894 $ 63,147 $ 34,993 Georgia 26,310 38,155 46,883 69,692 Land Development 11,618 10,794 20,409 24,167 $ 71,987 $ 65,843 $ 130,439 $ 128,852 Gross profit: Builder Operations Texas $ 7,819 $ 2,819 $ 15,690 $ 7,843 Georgia 6,442 11,010 12,418 18,231 Land Development 3,018 2,653 5,531 6,258 $ 17,279 $ 16,482 $ 33,639 $ 32,332 June 30, 2015 December 31, 2014 Inventory: Builder Operations Texas $ 71,525 $ 44,771 Georgia 138,736 129,361 Land Development 90,711 100,171 $ 300,972 $ 274,303 |
Basis of Presentation and Sig27
Basis of Presentation and Significant Accounting Policies (Details) $ / shares in Units, $ in Millions | Oct. 27, 2014USD ($)$ / sharesshares | Jun. 30, 2015segment | Jun. 10, 2014USD ($) |
Class of Stock [Line Items] | |||
Number of Reportable Segments | segment | 2 | ||
Number of Operating Segments | segment | 2 | ||
Ownership percentage by parent included in consolidation (more than) | 50.00% | ||
Ownership percentage by parent | 50.00% | ||
Ownership percentage by noncontrolling owners | 50.00% | ||
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 | shares | 11,108,500 | ||
Issue price of shares | $ / 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 | $ / shares | $ 5 | ||
Proceeds from rights offering | $ 24.2 | ||
Shares of common stock authorized, conversion ratio | 2.2445 | ||
Shares issued in rights offering | shares | 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 | shares | 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 | $ 24.8 | ||
Shares issued in rights offering | shares | 4,957,618 |
Net Income Attributable to Gr28
Net Income Attributable to Green Brick Partners, Inc. Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net income attributable to Green Brick Partners, Inc. —basic | $ 3,788 | $ 7,410 | $ 7,806 | $ 14,759 |
Weighted-average number of shares outstanding —basic (shares) | 31,346 | 11,109 | 31,346 | 11,109 |
Weighted Average Number Diluted Shares Outstanding Adjustment (shares) | 7 | 0 | 4 | 0 |
Basic net income attributable to Green Brick Partners, Inc. per share (usd per share) | $ 0.12 | $ 0.67 | $ 0.25 | $ 1.33 |
Net income attributable to Green Brick Partners, Inc. —diluted | $ 3,788 | $ 7,410 | $ 7,806 | $ 14,759 |
Weighted-average number of shares outstanding —diluted (shares) | 31,353 | 11,109 | 31,350 | 11,109 |
Diluted net income attributable to Green Brick Partners, Inc. per share (usd per share) | $ 0.12 | $ 0.67 | $ 0.25 | $ 1.33 |
Antidilutive options to purchase common stock (shares) | 42 | 0 | 100 | 0 |
Reverse Recapitalization - Narr
Reverse Recapitalization - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 27, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Jun. 10, 2014 | Dec. 31, 2013 |
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) | 31,368,992 | 31,346,084 | ||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 31,368,992 | 31,346,084 | 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 | |||||
Transaction costs | $ 3.2 | |||||
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 | $ 191.8 | |||||
Noncash portion of business acquisition | 11,108,500 | |||||
Issue price of shares | $ 7.49 |
Reverse Recapitalization - Summ
Reverse Recapitalization - Summary of Identifiable Liabilities of BioFuel Retained (Details) - Reverse Recapitalization $ in Thousands | Oct. 27, 2014USD ($) |
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) |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Completed home inventory and residential lots held for sale | $ 64,820 | $ 47,048 |
Work in process | 214,058 | 203,756 |
Undeveloped land | 16,220 | 16,220 |
Land not owned under option agreements | 5,874 | 7,279 |
Inventory | $ 300,972 | $ 274,303 |
Inventory Capitalization of Int
Inventory Capitalization of Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Real Estate Inventory, Capitalized Interest Costs [Roll Forward] | ||||
Interest capitalized at beginning of period | $ 7,218 | $ 1,065 | $ 3,713 | $ 1,065 |
Interest incurred | 3,548 | 526 | 7,348 | 830 |
Interest charged to cost of sales | (912) | 0 | (926) | (105) |
Interest charged to interest expense | 0 | (509) | (281) | (708) |
Interest capitalized at end of period | $ 9,854 | $ 1,082 | $ 9,854 | $ 1,082 |
Debt (Schedule of Long-term Deb
Debt (Schedule of Long-term Debt - Term Loan Facility) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Term Loan Facility | $ 150,000 | $ 150,000 |
Greenlight Capital, Inc | Reverse Recapitalization | Term Loan Facility | Secured Debt | ||
Debt Instrument [Line Items] | ||
Term Loan Facility | $ 150,000 | $ 150,000 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - Secured Debt $ in Millions | Jul. 01, 2015USD ($) | Oct. 27, 2014USD ($) | Jun. 30, 2015 |
Debt Instrument [Line Items] | |||
Maximum period electable to pay interest in kind | 12 months | ||
Reverse Recapitalization | Term Loan Facility | |||
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 | |||
Debt Instrument [Line Items] | |||
Debt issuance cost | $ 0.4 | ||
Reverse Recapitalization | Term Loan Facility | Greenlight Capital, Inc | |||
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% | 10.00% | |
Reverse Recapitalization | Minimum | Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Fixed charge coverage ratio, one (no more than) | 0.80 | ||
Fixed charge coverage ratio, two (no more than) | 1 | ||
Reverse Recapitalization | Maximum | Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Fixed charge coverage ratio, one (no more than) | 1 | ||
Fixed charge coverage ratio, two (no more than) | 1.20 | ||
Subsequent Event | Greenlight Capital, Inc | Reverse Recapitalization | Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Repayments of secured debt | $ 154.9 |
Debt (Schedule of Lines of Cred
Debt (Schedule of Lines of Credit Outstanding) (Details) - Subsidiary of JBGL - Inwood National Bank - USD ($) | Aug. 04, 2015 | Jul. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Oct. 13, 2014 | Oct. 13, 2013 | Dec. 31, 2012 |
Line of Credit Facility [Line Items] | |||||||
Borrowings on lines of credit | $ 20,500,000 | $ 14,061,000 | |||||
Direct Finance Leases A | |||||||
Line of Credit Facility [Line Items] | |||||||
Borrowings on lines of credit | 0 | 662,000 | |||||
Maximum borrowing capacity | $ 4,800,000 | ||||||
Direct Finance Leases B | |||||||
Line of Credit Facility [Line Items] | |||||||
Borrowings on lines of credit | 0 | 899,000 | |||||
Maximum borrowing capacity | 3,000,000 | ||||||
John's Creek | |||||||
Line of Credit Facility [Line Items] | |||||||
Borrowings on lines of credit | $ 20,500,000 | $ 12,500,000 | |||||
Maximum borrowing capacity | $ 25,000,000 | $ 8,000,000 | |||||
Stated interest rate | 4.00% | ||||||
Minimum rate on Inwood loan | Direct Finance Leases A | |||||||
Line of Credit Facility [Line Items] | |||||||
Stated interest rate | 4.00% | ||||||
Minimum rate on Inwood loan | Direct Finance Leases B | |||||||
Line of Credit Facility [Line Items] | |||||||
Stated interest rate | 4.00% | ||||||
Subsequent Event | John's Creek | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 25,000,000 | ||||||
Subsequent Event | Johns' Creek, Carrollton, Allen | |||||||
Line of Credit Facility [Line Items] | |||||||
Borrowings on lines of credit | $ 20,900,000 | ||||||
Maximum borrowing capacity | $ 50,000,000 |
Debt (Schedule of Long-term D36
Debt (Schedule of Long-term Debt - Notes Payable) (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||||||
Jul. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | May. 22, 2015 | Dec. 31, 2014 | Apr. 16, 2014 | Dec. 13, 2013 | Apr. 15, 2013 | |
Debt Instrument [Line Items] | ||||||||
Notes payable | $ 11,822 | $ 12,151 | ||||||
Repayments of Notes Payable | 3,004 | $ 15,018 | ||||||
Notes Payable | Briar Ridge Investments, LTD | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | 9,000 | 9,000 | ||||||
Notes Payable | Lakeside DFW Land, LTD | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | 0 | 1,824 | ||||||
Notes Payable | Lyons Equities, Inc.[Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | 988 | 0 | ||||||
Notes Payable | Subordinated Lot Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | 1,834 | $ 1,327 | ||||||
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 | |||||||
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 | $ 3,500 | ||||||
Repayments of Notes Payable | $ 1,500 | |||||||
Subsidiary of JBGL | Notes Payable | Lyons Equities, Inc.[Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 3.50% | |||||||
Debt instrument, face amount | $ 1,000 | |||||||
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% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance (shares) | 31,346,084 | |||
Beginning balance | $ 181,597 | $ 198,819 | ||
Share-based compensation | 196 | |||
Issuance of common shares under 2014 Equity Plan | 0 | |||
Contributions | 87 | 390 | ||
Distributions | (2,673) | (10,046) | ||
Net income | $ 7,004 | $ 10,865 | $ 13,192 | 20,680 |
Ending balance (shares) | 31,368,992 | 31,368,992 | ||
Ending balance | $ 192,399 | 209,843 | $ 192,399 | 209,843 |
Noncontrolling Interests | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | 9,739 | 9,709 | ||
Contributions | 87 | 390 | ||
Distributions | (2,673) | (5,235) | ||
Ending balance | 12,539 | 10,785 | 12,539 | 10,785 |
Total Green Brick Partners, Inc. Stockholders’ Equity | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | 171,858 | 189,110 | ||
Share-based compensation | 196 | |||
Distributions | (4,811) | |||
Net income | 7,806 | 14,759 | ||
Ending balance | $ 179,860 | $ 199,058 | $ 179,860 | $ 199,058 |
Common Stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance (shares) | 31,346,084 | 11,108,500 | ||
Beginning balance | $ 313 | $ 111 | ||
Issuance of common shares under 2014 Equity Plan (shares) | 22,908 | |||
Ending balance (shares) | 31,368,992 | 11,108,500 | 31,368,992 | 11,108,500 |
Ending balance | $ 313 | $ 111 | $ 313 | $ 111 |
Additional Paid-in Capital | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | 101,626 | 155,985 | ||
Share-based compensation | 196 | |||
Ending balance | 101,822 | 155,985 | 101,822 | 155,985 |
Retained Earnings | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | 69,919 | 33,014 | ||
Distributions | (4,811) | |||
Ending balance | $ 77,725 | $ 42,962 | $ 77,725 | $ 42,962 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 10 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Oct. 27, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Shares granted | 0 | 0 | ||
Allocated Share-based Compensation Expense | $ 0.1 | $ 0.2 | ||
Shares issued in period | 0 | |||
Compensation cost not yet recognized | $ 1.4 | $ 1.4 | ||
Period for recognition | 3 years 10 months 24 days |
Share-Based Compensation Summar
Share-Based Compensation Summary of Restricted Stock Awards (Details) - 6 months ended Jun. 30, 2015 - Restricted Stock Awards - $ / shares | Total |
Number of Shares (in thousands) | |
Nonvested, December 31, 2014 (shares) | 0 |
Granted (shares) | 22,908 |
Vested (shares) | 0 |
Forfeited (shares) | 0 |
Nonvested, June 30, 2015 (shares) | 23,000 |
Weighted Average Grant Date Fair Value per Share | |
Nonvested, December 31, 2014 (usd per share) | $ 0 |
Granted (usd per share) | 8.73 |
Vested (usd per share) | 0 |
Forfeited (usd per share) | 0 |
Nonvested, June 30, 2015 (usd per share) | $ 8.73 |
Share-Based Compensation (Summa
Share-Based Compensation (Summary of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options outstanding, beginning balance (in shares) | 500,000 | |
Granted (in shares) | 0 | 0 |
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) | $ 7.49 | |
Granted (in dollars per share) | 0 | |
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 5 months 77 days | |
Options exercisable, weighted average remaining life (in years) | ||
Options outstanding, aggregate intrinsic value | $ 397 | |
Options exercisable, aggregate intrinsic value | $ 0 |
Share-Based Compensation (Sum41
Share-Based Compensation (Summary of Unvested Stock Options Activity) (Details) - 6 months ended Jun. 30, 2015 - $ / shares shares in Thousands | Total |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested, beginning balance (in shares) | 500 |
Granted (in shares) | 0 |
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) | $ 2.88 |
Granted (in dollars per share) | 0 |
Vested (in dollars per share) | 0 |
Forfeited (in dollars per share) | 0 |
Unvested, ending balance (in dollars per share) | $ 2.88 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | |||||
Income tax provision | $ 2,166,000 | $ 0 | $ 4,373,000 | $ 338,000 | |
Effective Income Tax Rate Reconciliation, Percent | 23.60% | 0.00% | 24.90% | 1.60% | |
Deferred tax assets | $ 85,200,000 | $ 85,200,000 | |||
Valuation allowance for deferred tax assets | 1,200,000 | 1,200,000 | |||
Uncertain income tax positions | 0 | $ 0 | $ 0 | ||
Federal | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating loss carryforward | $ 178,800,000 | ||||
Operating loss carryforward, expiration date | Dec. 31, 2029 | ||||
State | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating loss carryforward | 21,600,000 | $ 21,600,000 | |||
Valuation allowance related to state loss carryforwards | $ 21,600,000 | $ 21,600,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jul. 01, 2015 | Oct. 27, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Oct. 27, 2014 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||||||||
Management fees expense – related party | $ 0 | $ 390,000 | $ 0 | $ 770,000 | ||||
Interest incurred | $ 3,548,000 | 526,000 | $ 7,348,000 | 830,000 | ||||
Ownership percentage by parent | 50.00% | 50.00% | ||||||
Ownership percentage by noncontrolling owners | 50.00% | 50.00% | ||||||
Net income | $ 12,539,000 | $ 12,539,000 | $ 9,739,000 | |||||
Executive | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management fee percentage | 0.375% | |||||||
Management fees expense – related party | 400,000 | 800,000 | ||||||
CentreLiving | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of voting interest | 51.00% | 51.00% | ||||||
Ownership percentage by parent | 50.00% | 50.00% | ||||||
Ownership percentage by noncontrolling owners | 50.00% | 50.00% | ||||||
PercentofCentreLivingOperationsConsolidated | 100.00% | |||||||
Net income | $ 400,000 | $ 400,000 | ||||||
Texas Headquarters | Selling, General and Administrative Expenses | Family Members of CEO | ||||||||
Related Party Transaction [Line Items] | ||||||||
Rent expense | $ 4,748 | $ 12,897 | ||||||
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% | 10.00% | 10.00% | 9.00% | ||||
Accrued interest payable | $ 153,400,000 | $ 153,400,000 | ||||||
Interest incurred | $ 3,400,000 | |||||||
Subsequent Event | Greenlight Capital, Inc | Reverse Recapitalization | Term Loan Facility | Secured Debt | ||||||||
Related Party Transaction [Line Items] | ||||||||
Repayments of secured debt | $ 154,900,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
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 | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term loan facility | $ 150,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) | 6 Months Ended | |
Jun. 30, 2015USD ($)claim | Dec. 31, 2014USD ($) | |
Operating Leased Assets [Line Items] | ||
Loss contingency accruals | $ 0 | $ 0 |
Loss Contingency, Pending Claims, Number | claim | 0 | |
Minimum | ||
Operating Leased Assets [Line Items] | ||
Estimated accrual amount per home closed | $ 250 | |
Maximum | ||
Operating Leased Assets [Line Items] | ||
Estimated accrual amount per home closed | $ 800 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||
Sale of residential units | $ 60,369 | $ 55,049 | $ 110,030 | $ 104,685 | |
Sale of land and lots | 11,618 | 10,794 | |||
Gross profit | 17,279 | 16,482 | 33,639 | 32,332 | |
Land Development | |||||
Segment Reporting Information [Line Items] | |||||
Sale of land and lots | 20,409 | 24,167 | |||
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 71,987 | 65,843 | 130,439 | 128,852 | |
Gross profit | 17,279 | 16,482 | 33,639 | 32,332 | |
Assets | 300,972 | 300,972 | $ 274,303 | ||
Operating Segments | Land Development | |||||
Segment Reporting Information [Line Items] | |||||
Sale of land and lots | 11,618 | 10,794 | |||
Gross Profit on Land and Lots | 3,018 | 2,653 | |||
Assets | 90,711 | 90,711 | 100,171 | ||
Texas | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Sale of residential units | 34,059 | 16,894 | 63,147 | 34,993 | |
Gross Profit, Home Building | 7,819 | 2,819 | 15,690 | 7,843 | |
Assets | 71,525 | 71,525 | 44,771 | ||
Georgia | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Sale of residential units | 26,310 | 38,155 | 46,883 | 69,692 | |
Gross Profit, Home Building | 6,442 | $ 11,010 | 12,418 | $ 18,231 | |
Assets | $ 138,736 | $ 138,736 | $ 129,361 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) | Jul. 01, 2015 | Jul. 30, 2015 | Aug. 04, 2015 | Jul. 23, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Oct. 13, 2013 | Dec. 31, 2012 |
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock issued (shares) | 17,000,000 | |||||||
Share price (usd per share) | $ 10 | |||||||
Additional purchase option period | ||||||||
Common shares granted to underwriters to cover over-allotments | 841,500 | |||||||
Common shares sold pursuant to underwriters (shares) | 444,897 | |||||||
Proceeds from issuance of common shares net of underwriting fees and offering costs | $ 169,800,000 | |||||||
Reverse Recapitalization | Term Loan Facility | Secured Debt | Greenlight Capital, Inc | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Repayments of secured debt | $ 154,900,000 | |||||||
Inwood National Bank | Subsidiary of JBGL | ||||||||
Subsequent Event [Line Items] | ||||||||
Borrowings on lines of credit | $ 20,500,000 | $ 14,061,000 | ||||||
Inwood National Bank | Subsidiary of JBGL | John's Creek | ||||||||
Subsequent Event [Line Items] | ||||||||
Maximum borrowing capacity | $ 25,000,000 | $ 8,000,000 | ||||||
Borrowings on lines of credit | $ 20,500,000 | $ 12,500,000 | ||||||
Inwood National Bank | Subsidiary of JBGL | John's Creek | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Maximum borrowing capacity | $ 25,000,000 | |||||||
Inwood National Bank | Subsidiary of JBGL | Johns' Creek, Carrollton, Allen | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Maximum borrowing capacity | $ 50,000,000 | |||||||
Borrowings on lines of credit | $ 20,900,000 |