ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Green Brick Partners, Inc.
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Delaware
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20-5952523
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification Number)
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2805 Dallas Pkwy, Ste 400
Plano, TX 75093
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(469) 573-6755
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(Address of principal executive offices, including Zip Code)
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(Registrant’s telephone number, including area code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01 per share
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The Nasdaq Stock Market LLC
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Preferred Stock Purchase Rights
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The Nasdaq Stock Market LLC
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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cyclicality in the homebuilding industry and adverse changes in general economic conditions;
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•
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fluctuations and cycles in value of, and demand for, real estate investments;
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•
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significant inflation or deflation;
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•
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the unavailability of subcontractors;
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•
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labor and raw material shortages and price fluctuations;
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•
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the failure to recruit, retain and develop highly skilled and competent employees;
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•
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an inability to acquire undeveloped land, partially-finished developed lots and finished lots suitable for residential homebuilding at reasonable prices;
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•
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an inability to develop communities successfully or within expected timeframes;
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•
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an inability to sell properties in response to changing economic, financial and investment conditions;
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•
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risks related to participating in the homebuilding business through controlled homebuilding subsidiaries;
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•
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risks relating to buy-sell provisions in the operating agreements governing two builder subsidiaries;
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•
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risks related to geographic concentration;
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•
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risks related to government regulation;
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•
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the interpretation of or changes to tax, labor and environmental laws;
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•
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the timing of receipt of regulatory approvals and of the opening of projects;
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•
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fluctuations in the market value of land, building lots and housing inventories;
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•
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volatility of mortgage interest rates;
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•
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the unavailability of mortgage financing;
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•
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the number of foreclosures in our markets;
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•
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interest rate increases or adverse changes in federal lending programs;
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•
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increases in unemployment or underemployment;
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•
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any limitation on, or reduction or elimination of, tax benefits associated with owning a home;
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•
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the occurrence of severe weather or natural disasters;
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•
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high cancellation rates;
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•
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competition in the homebuilding, land development and financial services industries;
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•
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risks related to future growth through strategic investments, joint ventures, partnerships and/or acquisitions;
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•
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the inability to obtain suitable bonding for the development of housing projects;
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•
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difficulty in obtaining sufficient capital;
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•
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risks related to environmental laws and regulations;
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•
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the occurrence of a major health and safety incident;
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•
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poor relations with the residents of our communities;
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•
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information technology failures and data security breaches;
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•
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product liability claims, litigation and warranty claims;
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•
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the seasonality of the homebuilding industry;
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•
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utility and resource shortages or rate fluctuations;
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•
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the failure of employees or other representatives to comply with applicable regulations and guidelines;
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•
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future litigation, arbitration or other claims;
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•
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uninsured losses or losses in excess of insurance limits;
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•
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cost and availability of insurance and surety bonds;
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•
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volatility and uncertainty in the credit markets and broader financial markets;
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•
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availability, terms and deployment of capital including with respect to the timing and size of share repurchases, acquisitions, joint ventures and other strategic actions;
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•
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our debt and related service obligations;
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•
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required accounting changes;
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•
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an inability to maintain effective internal control over financial reporting; and
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•
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other risks and uncertainties inherent in our business, including those described in Item 1A. “Risk Factors.”
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Our Controlled Builders
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Year
Formed
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|
Market
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Products Offered
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Prices Ranges
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The Providence Group of Georgia L.L.C. (“TPG”)
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2011
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Atlanta
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Townhomes
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$260,000 to $590,000
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Single family
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$315,000 to $1.4 million
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|||||||
Luxury homes
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$770,000 to $3.0 million
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|||||||
CB JENI Homes DFW LLC (“CB JENI”)
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2012
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Dallas
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Townhomes
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$210,000 to $390,000
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Single family
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$280,000 to $700,000
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|||||||
Centre Living Homes, LLC (“Centre Living”)
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2012
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Dallas
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Townhomes
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$500,000 to more than $1 million
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Contractor on luxury homes
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Up to $2.5 million
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|||||||
Southgate Homes DFW LLC (“Southgate”)
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2013
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Dallas
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Luxury homes
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$600,000 and above
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Years Ended December 31,
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Increase (Decrease)
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|||||||||||
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2015
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2014
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Amount
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%
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|||||||
New homes delivered
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655
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|
|
587
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68
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11.6
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%
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|||
Home sales revenue (dollars in thousands)
|
|
$
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254,267
|
|
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$
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200,650
|
|
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$
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53,617
|
|
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26.7
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%
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Average sales price of home delivered
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|
$
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388,194
|
|
|
$
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341,823
|
|
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$
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46,371
|
|
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13.6
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%
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Lot sales revenue (dollars in thousands)
|
|
$
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36,878
|
|
|
$
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45,452
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$
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(8,574
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)
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(18.9
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)%
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Projects
|
|
Year of
First
Delivery
(1)
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|
Total
Number of
Homes in
Project
(2)
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Cumulative
Units Closed
as of
December 31, 2015
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Backlog at
December 31, 2015
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Lots as of December 31, 2015
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Sales
Price Range
(in thousands)
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|
Home Size
Range
(sq. ft.)
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||||
Texas
|
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|
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CB JENI Brick Row Townhomes LLC
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2012
|
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152
|
|
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135
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|
|
15
|
|
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2
|
|
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$260 – $360
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1,700 – 2,400
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CB JENI Viridian LLC
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2013
|
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110
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|
|
90
|
|
|
11
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|
|
9
|
|
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$220 – $280
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1,500 – 2,000
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CB JENI Grand Canal THs
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2015
|
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58
|
|
|
5
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|
|
7
|
|
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46
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|
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$300 - $380
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1,700 – 2,600
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CB JENI Raiford Road
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2015
|
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53
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|
|
5
|
|
|
9
|
|
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39
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|
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$260 – $350
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1,700 – 2,600
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CB JENI Berkshire Place LLC
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2014
|
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81
|
|
|
59
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|
|
16
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|
|
6
|
|
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$240 – $300
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1,400 – 2,100
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CB JENI Mustang Park LLC TH
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|
2014
|
|
177
|
|
|
57
|
|
|
17
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|
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103
|
|
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$260 – $370
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1,500 – 2,300
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CB JENI Hometown
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2016
|
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34
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|
|
—
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|
|
—
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|
|
34
|
|
|
$250 – $290
|
|
1,700 – 2,200
|
CB JENI Los Rios, LLC
|
|
2016
|
|
98
|
|
|
—
|
|
|
—
|
|
|
98
|
|
|
$230 – $290
|
|
1,400 – 2,100
|
CB JENI McKinney Ranch, LLC
|
|
2016
|
|
71
|
|
|
—
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|
|
—
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|
|
71
|
|
|
$230 – $290
|
|
1,500 – 2,000
|
CB JENI Stonegate, LLC
|
|
2016
|
|
79
|
|
|
—
|
|
|
—
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|
|
79
|
|
|
$250 – $300
|
|
1,500 – 2,000
|
CB JENI Stacy Crossing, LLC
|
|
2016
|
|
145
|
|
|
—
|
|
|
—
|
|
|
145
|
|
|
$260 – $360
|
|
1,500 – 2,300
|
CB JENI Fairview
|
|
2017
|
|
36
|
|
|
—
|
|
|
—
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|
|
36
|
|
|
$260 – $350
|
|
1,600 – 2,200
|
CB JENI Heritage Creekside
|
|
2017
|
|
105
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|
$300 – $375
|
|
2,100 – 3,600
|
CB JENI Frisco Springs
|
|
2017
|
|
150
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|
300’s +
|
|
1,800 – 2,600
|
CB JENI/Normandy Southgate
|
|
2017
|
|
425
|
|
|
—
|
|
|
—
|
|
|
425
|
|
|
300’s +
|
|
TBD
|
Normandy Lakeside, LLC
|
|
2014
|
|
76
|
|
|
48
|
|
|
10
|
|
|
18
|
|
|
$375 – $700
|
|
2,200 – 4,400
|
Normandy Cypress Meadows LLC
|
|
2014
|
|
140
|
|
|
32
|
|
|
12
|
|
|
96
|
|
|
$460 – $700
|
|
2,700 – 4,400
|
Normandy Homes Viridian LLC SF
|
|
2014
|
|
36
|
|
|
29
|
|
|
1
|
|
|
6
|
|
|
$280 – $375
|
|
2,100 – 3,200
|
Normandy Cottonwood Crossing
|
|
2015
|
|
47
|
|
|
2
|
|
|
10
|
|
|
35
|
|
|
$300 – $450
|
|
1,800 – 3,450
|
Normandy Mustang SF
|
|
2015
|
|
83
|
|
|
3
|
|
|
6
|
|
|
74
|
|
|
$400 – $700
|
|
2,200 – 4,400
|
Normandy Twin Creeks
|
|
2015
|
|
72
|
|
|
—
|
|
|
2
|
|
|
70
|
|
|
$360 – $500
|
|
1,800 – 3,450
|
Normandy Waters Branch
|
|
2017
|
|
48
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
$400 – $550
|
|
2,000 – 3,800
|
Southgate
|
|
2013
|
|
41
|
|
|
30
|
|
|
4
|
|
|
7
|
|
|
$640 – $1,000+
|
|
3,300 – 4,970
|
Southgate Canals at Grand Park
|
|
2015
|
|
41
|
|
|
—
|
|
|
2
|
|
|
39
|
|
|
$690 – $760
|
|
3,900 – 4,500
|
Southgate Bluffs at Austin Waters
|
|
2016
|
|
69
|
|
|
15
|
|
|
7
|
|
|
47
|
|
|
$640 – $750
|
|
3,400 – 4,400
|
Southgate Twin Creeks
|
|
2016
|
|
29
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
$610 – $670
|
|
3,400 – 4,000
|
Southgate Angel Field West
|
|
2016
|
|
62
|
|
|
—
|
|
|
5
|
|
|
57
|
|
|
$630 – $760
|
|
3,400 – 4,500
|
Southgate Bethany Mews
|
|
2016
|
|
4
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
$770 – $790
|
|
3,900 – 3,925
|
Southgate Ranch
|
|
2017
|
|
32
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
700’s +
|
|
3,700 +
|
Twin Creeks Future
|
|
2015
|
|
649
|
|
|
—
|
|
|
—
|
|
|
649
|
|
|
$360 – $500
|
|
1,800 – 3,450
|
Centre Living
|
|
2013
|
|
12
|
|
|
4
|
|
|
—
|
|
|
8
|
|
|
$490 – $950
|
|
2,300 – 3,400
|
Texas Total
|
|
3,215
|
|
|
516
|
|
|
134
|
|
|
2,565
|
|
|
|
|
|
Projects
|
|
Year of
First Delivery (1) |
|
Total
Number of Homes in Project (2) |
|
Cumulative
Units Closed as of December 31, 2015 |
|
Backlog at
December 31, 2015 |
|
Lots as of December 31, 2015
|
|
Sales
Price Range (in thousands) |
|
Home Size
Range (sq. ft.) |
||||
Georgia:
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
||||
The Providence Group Custom Homes LLC
|
|
2012
|
|
129
|
|
|
107
|
|
|
4
|
|
|
18
|
|
|
$408 – $950
|
|
2,600 – 5,300
|
The Providence Group & Associates LLC
|
|
2013
|
|
17
|
|
|
10
|
|
|
1
|
|
|
6
|
|
|
$690 – $730
|
|
3,700 – 4,400
|
Providence Luxury Homes
|
|
2013
|
|
9
|
|
|
8
|
|
|
1
|
|
|
—
|
|
|
$830 – $2,500+
|
|
3,400 – 11,000
|
TPG Custom Homes - Academy
|
|
2017
|
|
83
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|
$440 – $680
|
|
1,850 – 3,500
|
TPG Custom Homes - Roswell
|
|
2016
|
|
92
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
$340 – $385
|
|
2,100 – 2,700
|
TPG Custom Homes - Townes @ Chastain
|
|
2017
|
|
162
|
|
|
—
|
|
|
—
|
|
|
162
|
|
|
$400 – $475
|
|
1,800 – 2,250
|
TPG Custom Homes - Dunwoody Towneship
|
|
2017
|
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
$400 – $450
|
|
2,000 – 2,550
|
TPG Homes, LLC - Suwanee
|
|
2017
|
|
70
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
$265 – $285
|
|
1,950 – 2,250
|
TPG Homes at Whitfield Parc
|
|
2013
|
|
76
|
|
|
73
|
|
|
1
|
|
|
2
|
|
|
$320 – $330
|
|
2,400
|
TPG Homes at Seven Norcross
|
|
2015
|
|
24
|
|
|
17
|
|
|
3
|
|
|
4
|
|
|
$314 – $465
|
|
2,000 – 3,000
|
TPG Homes at Traditions
|
|
2015
|
|
100
|
|
|
18
|
|
|
8
|
|
|
74
|
|
|
$400 – $690
|
|
2,300 – 4,200
|
TPG Homes at Rivers Edge
|
|
2015
|
|
120
|
|
|
32
|
|
|
17
|
|
|
71
|
|
|
$260 – $360
|
|
2,000 – 3,300
|
TPG Homes – Highpointe at Vinings
|
|
2015
|
|
84
|
|
|
6
|
|
|
8
|
|
|
70
|
|
|
$517 – $650
|
|
2,800 – 4,200
|
TPG Homes at Brookmere
|
|
2016
|
|
194
|
|
|
—
|
|
|
—
|
|
|
194
|
|
|
$315 – $600
|
|
2,000 – 4,300
|
TPG Homes at Bellmoore Park LLC
|
|
2015
|
|
618
|
|
|
18
|
|
|
12
|
|
|
588
|
|
|
$450 – $770
|
|
2,600 – 4,500
|
TPG Homes at The Reserve at Providence
|
|
2015
|
|
37
|
|
|
8
|
|
|
1
|
|
|
28
|
|
|
$900 – $1,400
|
|
3,700 – 5,800
|
TPG Homes at Central Park at Deerfield Township
|
|
2016
|
|
283
|
|
|
—
|
|
|
3
|
|
|
280
|
|
|
$430 – $575
|
|
2,350 – 3,500
|
TPG Homes at East Village
|
|
2015
|
|
62
|
|
|
8
|
|
|
2
|
|
|
52
|
|
|
$305 – $350
|
|
2,000 – 2,400
|
TPG Homes at Bluffs at Lennox
|
|
2015
|
|
29
|
|
|
14
|
|
|
2
|
|
|
13
|
|
|
$499 – $590
|
|
1,900 – 2,300
|
TPG Homes at Sugarloaf (Glens)
|
|
2016
|
|
92
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
$315 – $355
|
|
2,000 – 2,250
|
TPG Homes at Cogburn
|
|
2016
|
|
19
|
|
|
—
|
|
|
3
|
|
|
16
|
|
|
$560 – $700
|
|
3,200 – 4,300
|
TPG Homes at Byers Landing
|
|
2015
|
|
12
|
|
|
11
|
|
|
1
|
|
|
—
|
|
|
$340 – $385
|
|
2,100 – 2,700
|
Georgia Total
|
|
|
|
2,352
|
|
|
330
|
|
|
67
|
|
|
1,955
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Lots
|
|
5,567
|
|
|
846
|
|
|
201
|
|
|
4,520
|
|
|
|
|
|
|
(1)
|
2016 or 2017 is anticipated “Year of First Delivery.”
|
(2)
|
Number of homes is subject to change due to changes in zoning, building design, construction, and similar matters, including local regulations which impose restrictive zoning and density requirements in order to limit the number of homes that can eventually be built within the boundaries of a particular locality.
|
Builder Operations
|
|
Year Ended December 31,
|
|||||||||||||||||||
2015
|
|
2014
|
|
2013
|
|||||||||||||||||
Location
|
|
Home
Sales
|
|
Units Delivered
|
|
Home
Sales
|
|
Units Delivered
|
|
Home
Sales
|
|
Units Delivered
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
Builder Operations (Homes)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Texas Homes
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
CB JENI Berkshire Place LLC
|
|
$
|
12,752
|
|
|
52
|
|
|
$
|
1,603
|
|
|
7
|
|
|
$
|
—
|
|
|
—
|
|
CB JENI Brick Row Townhomes LLC
|
|
$
|
6,030
|
|
|
20
|
|
|
$
|
8,362
|
|
|
36
|
|
|
$
|
10,746
|
|
|
55
|
|
CB JENI Chase Oaks Village II LLC
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
9,651
|
|
|
50
|
|
CB JENI Grand Park
|
|
$
|
1,581
|
|
|
5
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
CB JENI Hemingway Court LLC
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
8,940
|
|
|
32
|
|
CB JENI Lake Vista Coppell LLC
|
|
$
|
—
|
|
|
—
|
|
|
$
|
3,771
|
|
|
13
|
|
|
$
|
7,089
|
|
|
25
|
|
CB JENI Mustang Park LLC
|
|
$
|
14,950
|
|
|
54
|
|
|
$
|
867
|
|
|
3
|
|
|
$
|
—
|
|
|
—
|
|
CB JENI Pecan Park LLC
|
|
$
|
4,583
|
|
|
20
|
|
|
$
|
9,295
|
|
|
43
|
|
|
$
|
722
|
|
|
3
|
|
CB JENI Raiford Crossing
|
|
$
|
1,497
|
|
|
5
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
CB JENI – Settlement at Craig Ranch LLC
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
4,155
|
|
|
16
|
|
CB JENI Viridian LLC
|
|
$
|
9,900
|
|
|
42
|
|
|
$
|
9,531
|
|
|
42
|
|
|
$
|
1,361
|
|
|
6
|
|
Normandy Alto Vista Irving, LLC
|
|
$
|
6,307
|
|
|
12
|
|
|
$
|
4,963
|
|
|
10
|
|
|
$
|
2,591
|
|
|
5
|
|
Normandy Cottonwood Crossing
|
|
$
|
676
|
|
|
2
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Normandy Homes Cypress Meadows LLC
|
|
$
|
15,700
|
|
|
28
|
|
|
$
|
2,107
|
|
|
4
|
|
|
$
|
—
|
|
|
—
|
|
Normandy Homes Mustang Park
|
|
$
|
1,307
|
|
|
3
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Normandy Homes Viridan LLC
|
|
$
|
7,951
|
|
|
27
|
|
|
$
|
553
|
|
|
2
|
|
|
$
|
—
|
|
|
—
|
|
Normandy Lake Vista Coppell
|
|
$
|
2,582
|
|
|
6
|
|
|
$
|
12,306
|
|
|
29
|
|
|
$
|
1,571
|
|
|
4
|
|
Normandy Lakeside, LLC
|
|
$
|
15,765
|
|
|
28
|
|
|
$
|
10,802
|
|
|
20
|
|
|
$
|
—
|
|
|
—
|
|
Normandy Pecan Park, LLC
|
|
$
|
8,968
|
|
|
22
|
|
|
$
|
4,266
|
|
|
11
|
|
|
$
|
—
|
|
|
—
|
|
Southgate
|
|
$
|
9,409
|
|
|
13
|
|
|
$
|
12,518
|
|
|
12
|
|
|
$
|
2,953
|
|
|
8
|
|
Centre Living
|
|
$
|
2,021
|
|
|
2
|
|
|
$
|
869
|
|
|
—
|
|
|
$
|
2,985
|
|
|
2
|
|
Texas Homes Total
|
|
$
|
121,979
|
|
|
341
|
|
|
$
|
81,813
|
|
|
232
|
|
|
$
|
52,764
|
|
|
206
|
|
Georgia Homes
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
TPG Homes LLC
|
|
$
|
27,479
|
|
|
74
|
|
|
$
|
5,458
|
|
|
16
|
|
|
$
|
11,256
|
|
|
34
|
|
TPG Homes at Abberley LLC
|
|
$
|
—
|
|
|
—
|
|
|
$
|
2,261
|
|
|
8
|
|
|
$
|
6,808
|
|
|
30
|
|
TPG Homes at Bellmoore LLC
|
|
$
|
11,070
|
|
|
18
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
TPG Homes at Crabapple LLC
|
|
$
|
849
|
|
|
2
|
|
|
$
|
7,876
|
|
|
21
|
|
|
$
|
10,516
|
|
|
28
|
|
TPG Homes at Jamestown LLC
|
|
$
|
9,917
|
|
|
34
|
|
|
$
|
27,985
|
|
|
93
|
|
|
$
|
17,873
|
|
|
57
|
|
TPG Homes at LaVista Walk LLC
|
|
$
|
—
|
|
|
—
|
|
|
$
|
4,653
|
|
|
15
|
|
|
$
|
11,600
|
|
|
38
|
|
TPG Homes at Highlands LLC
|
|
$
|
2,650
|
|
|
9
|
|
|
$
|
21,729
|
|
|
75
|
|
|
$
|
20,766
|
|
|
68
|
|
TPG Homes at Three Bridges LLC
|
|
$
|
15,508
|
|
|
53
|
|
|
$
|
17,047
|
|
|
63
|
|
|
$
|
8,887
|
|
|
37
|
|
The Providence Group Custom Homes LLC
|
|
$
|
44,640
|
|
|
72
|
|
|
$
|
18,363
|
|
|
35
|
|
|
$
|
16,663
|
|
|
33
|
|
The Providence Group & Associates LLC
|
|
$
|
1,871
|
|
|
3
|
|
|
$
|
1,477
|
|
|
3
|
|
|
$
|
1,950
|
|
|
4
|
|
Providence Luxury Homes
|
|
$
|
3,183
|
|
|
4
|
|
|
$
|
2,496
|
|
|
4
|
|
|
$
|
321
|
|
|
1
|
|
TPG Homes at Whitfield Parc
|
|
$
|
15,121
|
|
|
45
|
|
|
$
|
7,347
|
|
|
22
|
|
|
$
|
1,952
|
|
|
6
|
|
The Providence Group at Jamestown II LLC
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
2,835
|
|
|
12
|
|
Georgia Homes Total
|
|
$
|
132,288
|
|
|
314
|
|
|
$
|
116,692
|
|
|
355
|
|
|
$
|
111,427
|
|
|
348
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
TPG Custom Home of Florida LLC
(1)
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
4,400
|
|
|
2
|
|
Lot Sales Revenue
(2)
|
|
$
|
—
|
|
|
—
|
|
|
2,145
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Other Total
|
|
$
|
—
|
|
|
—
|
|
|
$
|
2,145
|
|
|
—
|
|
|
$
|
4,400
|
|
|
2
|
|
Homes Total
|
|
$
|
254,267
|
|
|
655
|
|
|
$
|
200,650
|
|
|
587
|
|
|
$
|
168,591
|
|
|
556
|
|
Highland Units
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Highlands Units
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
2,517
|
|
|
15
|
|
Highland Units Total
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
2,517
|
|
|
15
|
|
Total with Highland Units
|
|
$
|
254,267
|
|
|
655
|
|
|
$
|
200,650
|
|
|
587
|
|
|
$
|
171,108
|
|
|
571
|
|
|
(1)
|
The Company has occasionally built homes outside of the Dallas and Atlanta markets.
|
(2)
|
Lots owned and developed to build homes sold to a third party developer.
|
(3)
|
Highland Units represent units built in connection with a notes receivable and are not included in units delivered.
|
Land Development
|
|
Year Ended December 31,
|
|||||||||||||||||||
2015
|
|
2014
|
|
2013
|
|||||||||||||||||
Location
|
|
Lot
Sales |
|
Units Delivered
|
|
Lot
Sales |
|
Units Delivered
|
|
Lot
Sales |
|
Units Delivered
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
Land Development (Lots)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Bethany Mews (TX)
|
|
$
|
265
|
|
|
1
|
|
|
$
|
2,851
|
|
|
17
|
|
|
$
|
1,236
|
|
|
8
|
|
Chateau du Lac (TX)
|
|
$
|
1,770
|
|
|
6
|
|
|
$
|
1,881
|
|
|
7
|
|
|
$
|
865
|
|
|
4
|
|
Cypress Meadows (TX)
|
|
$
|
4,772
|
|
|
37
|
|
|
$
|
4,042
|
|
|
33
|
|
|
$
|
—
|
|
|
—
|
|
Hamilton Hills (TX)
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,103
|
|
|
7
|
|
|
$
|
5,394
|
|
|
33
|
|
Hardin Lake (TX)
|
|
$
|
1,505
|
|
|
20
|
|
|
$
|
5,432
|
|
|
75
|
|
|
$
|
—
|
|
|
—
|
|
Hawthorne Estates (TX)
|
|
$
|
644
|
|
|
6
|
|
|
$
|
2,806
|
|
|
27
|
|
|
$
|
1,868
|
|
|
19
|
|
Inwood Hills (TX)
|
|
$
|
—
|
|
|
—
|
|
|
$
|
957
|
|
|
15
|
|
|
$
|
7,999
|
|
|
126
|
|
Lakeside (TX)
|
|
$
|
6,164
|
|
|
61
|
|
|
$
|
9,602
|
|
|
88
|
|
|
$
|
1,712
|
|
|
18
|
|
The Landings (TX)
|
|
$
|
8,539
|
|
|
81
|
|
|
$
|
5,184
|
|
|
51
|
|
|
$
|
5,746
|
|
|
81
|
|
Mustang Park (TX)
|
|
$
|
7,439
|
|
|
76
|
|
|
$
|
11,594
|
|
|
129
|
|
|
$
|
7,462
|
|
|
58
|
|
Twin Creeks (TX)
|
|
$
|
5,780
|
|
|
48
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Willowcrest (TX)
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,453
|
|
|
25
|
|
Lots Total
|
|
$
|
36,878
|
|
|
336
|
|
|
$
|
45,452
|
|
|
449
|
|
|
$
|
33,735
|
|
|
372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company Total (Homes and Lots)
|
|
$
|
291,145
|
|
|
991
|
|
|
$
|
246,102
|
|
|
1,036
|
|
|
$
|
204,843
|
|
|
943
|
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||
Lots Owned
(1)
|
|
|
|
||
Texas
|
2,659
|
|
|
2,105
|
|
Georgia
|
991
|
|
|
1,211
|
|
Total
|
3,650
|
|
|
3,316
|
|
Lots Controlled
(1)
|
|
|
|
||
Texas
|
326
|
|
|
279
|
|
Georgia
|
758
|
|
|
561
|
|
Total
|
1,084
|
|
|
840
|
|
|
|
|
|
||
Total Lots Owned and Controlled
(2)
|
4,734
|
|
|
4,156
|
|
|
(1)
|
The “land use” assumptions used in the above table may change over time.
|
(2)
|
Total lots excludes homes under construction.
|
Name
|
Age
|
Position
|
James R. Brickman
|
64
|
Chief Executive Officer and Director
|
Richard A. Costello
|
57
|
Chief Financial Officer
|
Jed Dolson
|
38
|
Head of Land Acquisition and Development
|
Name
|
Age
|
Position
|
Elizabeth K. Blake
|
64
|
Director
|
Harry Brandler
|
44
|
Director
|
James R. Brickman
|
64
|
Chief Executive Officer and Director
|
David Einhorn
|
47
|
Chairman of the Board
|
John R. Farris
|
43
|
Director
|
Kathleen Olsen
|
44
|
Director
|
Richard Press
|
77
|
Director
|
•
|
adverse changes in international, national or local economic and demographic conditions;
|
•
|
adverse changes in financial conditions of buyers and sellers of properties, particularly residential homes and land suitable for development of residential homes;
|
•
|
competition from other real estate investors with significant capital, including other real estate operating companies and developers and institutional investment funds;
|
•
|
fluctuations in interest rates, which could adversely affect the ability of homebuyers to obtain financing on favorable terms or at all;
|
•
|
unanticipated increases in expenses, including, without limitation, insurance costs, development costs, real estate assessments and other taxes and costs of compliance with laws, regulations and governmental policies; and
|
•
|
changes in enforcement of laws, regulations and governmental policies, including, without limitation, health, safety, environmental, zoning and tax laws.
|
Year ended December 31, 2015
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
8.34
|
|
|
$
|
7.05
|
|
Second Quarter
|
|
$
|
10.95
|
|
|
$
|
8.20
|
|
Third Quarter
|
|
$
|
14.55
|
|
|
$
|
10.65
|
|
Fourth Quarter
|
|
$
|
12.13
|
|
|
$
|
6.64
|
|
Year ended December 31, 2014
|
|
|
|
|
||||
First Quarter
|
|
$
|
4.76
|
|
|
$
|
1.12
|
|
Second Quarter
|
|
$
|
5.74
|
|
|
$
|
3.37
|
|
Third Quarter
|
|
$
|
8.23
|
|
|
$
|
4.07
|
|
Fourth Quarter
|
|
$
|
8.77
|
|
|
$
|
5.17
|
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
Green Brick Partners
|
$100
|
|
$39.08
|
|
$10.56
|
|
$4.93
|
|
$36.09
|
|
$31.69
|
Russell 2000 Index
|
$100
|
|
$94.55
|
|
$108.38
|
|
$148.49
|
|
$153.73
|
|
$144.95
|
Nasdaq Composite Index
|
$100
|
|
$98.2
|
|
$113.82
|
|
$157.44
|
|
$178.53
|
|
$188.75
|
|
As of December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Assets
|
|||||||||||||||||||
Cash and cash equivalents
|
$
|
19,909
|
|
|
$
|
21,267
|
|
|
$
|
16,683
|
|
|
$
|
7,164
|
|
|
$
|
8,127
|
|
Inventory
|
344,132
|
|
|
275,141
|
|
|
228,777
|
|
|
132,571
|
|
|
34,416
|
|
|||||
Notes receivable, net
|
—
|
|
|
—
|
|
|
7,556
|
|
|
15,272
|
|
|
29,801
|
|
|||||
Deferred tax assets, net
|
80,663
|
|
|
89,197
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
29,172
|
|
|
14,720
|
|
|
15,392
|
|
|
13,804
|
|
|
975
|
|
|||||
Total assets
|
$
|
473,876
|
|
|
$
|
400,325
|
|
|
$
|
268,408
|
|
|
$
|
168,811
|
|
|
$
|
73,319
|
|
Liabilities and stockholders
’
equity
|
|||||||||||||||||||
Borrowings on lines of credit
|
$
|
47,500
|
|
|
$
|
14,061
|
|
|
$
|
17,208
|
|
|
$
|
6,544
|
|
|
$
|
2,950
|
|
Notes payable
|
10,158
|
|
|
12,151
|
|
|
26,595
|
|
|
21,442
|
|
|
3,718
|
|
|||||
Term loan facility
|
—
|
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
44,363
|
|
|
42,516
|
|
|
25,786
|
|
|
19,137
|
|
|
4,572
|
|
|||||
Total liabilities
|
102,021
|
|
|
218,728
|
|
|
69,589
|
|
|
47,123
|
|
|
11,240
|
|
|||||
Total stockholders’ equity
|
371,855
|
|
|
181,597
|
|
|
198,819
|
|
|
121,688
|
|
|
62,079
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
473,876
|
|
|
$
|
400,325
|
|
|
$
|
268,408
|
|
|
$
|
168,811
|
|
|
$
|
73,319
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Sale of residential units
|
$
|
254,267
|
|
|
$
|
200,650
|
|
|
$
|
168,591
|
|
|
$
|
50,105
|
|
|
$
|
9,086
|
|
Sale of land and lots
|
36,878
|
|
|
45,452
|
|
|
33,735
|
|
|
22,927
|
|
|
6,184
|
|
|||||
Total revenues
|
291,145
|
|
|
246,102
|
|
|
202,326
|
|
|
73,032
|
|
|
15,270
|
|
|||||
Cost of residential units
|
196,529
|
|
|
149,809
|
|
|
122,781
|
|
|
39,642
|
|
|
7,922
|
|
|||||
Cost of land and lots
|
27,125
|
|
|
34,082
|
|
|
21,513
|
|
|
15,256
|
|
|
3,983
|
|
|||||
Total cost of sales
|
223,654
|
|
|
183,891
|
|
|
144,294
|
|
|
54,898
|
|
|
11,905
|
|
|||||
Total gross profit
|
67,491
|
|
|
62,211
|
|
|
58,032
|
|
|
18,134
|
|
|
3,365
|
|
|||||
Salaries and management fees expense - related party
|
(20,685
|
)
|
|
(16,134
|
)
|
|
(11,267
|
)
|
|
(4,371
|
)
|
|
(1,886
|
)
|
|||||
Selling, general and administrative expense
|
(13,665
|
)
|
|
(10,099
|
)
|
|
(6,623
|
)
|
|
(3,312
|
)
|
|
(1,184
|
)
|
|||||
Operating profit
|
33,141
|
|
|
35,978
|
|
|
40,142
|
|
|
10,451
|
|
|
295
|
|
|||||
Interest expense
|
(281
|
)
|
|
(1,393
|
)
|
|
(315
|
)
|
|
(351
|
)
|
|
(28
|
)
|
|||||
Interest and fees income
|
—
|
|
|
265
|
|
|
2,503
|
|
|
6,217
|
|
|
2,586
|
|
|||||
Other income, net
|
1,856
|
|
|
1,359
|
|
|
2,313
|
|
|
4,626
|
|
|
1,601
|
|
|||||
Income before taxes
|
34,716
|
|
|
36,209
|
|
|
44,643
|
|
|
20,943
|
|
|
4,454
|
|
|||||
Income tax provision (benefit)
|
9,171
|
|
|
(24,853
|
)
|
|
327
|
|
|
231
|
|
|
34
|
|
|||||
Net income
|
25,545
|
|
|
61,062
|
|
|
44,316
|
|
|
20,712
|
|
|
4,420
|
|
|||||
Less: net income attributable to non-controlling interests
|
10,220
|
|
|
11,036
|
|
|
12,309
|
|
|
3,518
|
|
|
56
|
|
|||||
Net income attributable to controlling interests
|
$
|
15,325
|
|
|
$
|
50,026
|
|
|
$
|
32,007
|
|
|
$
|
17,194
|
|
|
$
|
4,364
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to Green Brick Partners, Inc. per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$0.38
|
|
$3.40
|
|
$2.88
|
|
$1.55
|
|
$0.39
|
||||||||||
Diluted
|
$0.38
|
|
$3.40
|
|
$2.88
|
|
$1.55
|
|
$0.39
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average common shares used in the calculation of net income attributable to Green Brick Partners, Inc. per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
40,068
|
|
|
14,712
|
|
|
11,109
|
|
|
11,109
|
|
|
11,109
|
|
|||||
Diluted
|
40,099
|
|
|
14,712
|
|
|
11,109
|
|
|
11,109
|
|
|
11,109
|
|
Our Controlled Builders
|
|
Year
Formed
|
|
Market
|
|
Products Offered
|
|
Prices Ranges
|
The Providence Group of Georgia L.L.C. (“TPG”)
|
|
2011
|
|
Atlanta
|
|
Townhomes
|
|
$260,000 to $590,000
|
Single family
|
$315,000 to $1.4 million
|
|||||||
Luxury homes
|
$770,000 to $3.0 million
|
|||||||
CB JENI Homes DFW LLC (“CB JENI”)
|
|
2012
|
|
Dallas
|
|
Townhomes
|
|
$210,000 to $390,000
|
Single family
|
$280,000 to $700,000
|
|||||||
Centre Living Homes, LLC (“Centre Living”)
|
|
2012
|
|
Dallas
|
|
Townhomes
|
|
$500,000 to more than $1 million
|
Contractor on luxury homes
|
Up to $2.5 million
|
|||||||
Southgate Homes DFW LLC (“Southgate”)
|
|
2013
|
|
Dallas
|
|
Luxury homes
|
|
$600,000 and above
|
|
|
Years Ended December 31,
|
|
Increase (Decrease)
|
||||||||||
New Home Orders & Backlog
|
|
2015
|
|
2014
|
|
Change
|
|
%
|
||||||
Net new home orders
|
|
647
|
|
|
601
|
|
|
46
|
|
|
7.7%
|
|||
Number of cancellations
|
|
108
|
|
|
106
|
|
|
2
|
|
|
1.9%
|
|||
Cancellation rate
|
|
14.3
|
%
|
|
15.0
|
%
|
|
(0.7
|
)%
|
|
(4.7)%
|
|||
Average selling communities
|
|
41
|
|
|
30
|
|
|
11
|
|
|
36.7%
|
|||
Selling communities at end of period
|
|
43
|
|
|
33
|
|
|
10
|
|
|
30.3%
|
|||
Backlog ($ in thousands)
|
|
$
|
88,136
|
|
|
$
|
78,552
|
|
|
$
|
9,584
|
|
|
12.2%
|
Backlog (units)
|
|
201
|
|
|
209
|
|
|
(8
|
)
|
|
(3.8)%
|
|||
Average sales price of backlog
|
|
$
|
438,488
|
|
|
$
|
375,847
|
|
|
$
|
62,641
|
|
|
16.7%
|
|
|
Years Ended December 31,
|
|
Increase (Decrease)
|
||||||||||
New Homes Delivered and Home Sales Revenue
|
|
2015
|
|
2014
|
|
Change
|
|
%
|
||||||
New homes delivered
|
|
655
|
|
|
587
|
|
|
68
|
|
|
11.6%
|
|||
Home sales revenue ($ in thousands)
|
|
$
|
254,267
|
|
|
$
|
200,650
|
|
|
$
|
53,617
|
|
|
26.7%
|
Average sales price of home delivered
|
|
$
|
388,194
|
|
|
$
|
341,823
|
|
|
$
|
46,371
|
|
|
13.6%
|
|
|
Years Ended December 31,
|
||||||||||||
Homebuilding ($ in thousands)
|
|
2015
|
|
%
|
|
2014
|
|
%
|
||||||
Home sales revenue
|
|
$
|
254,267
|
|
|
100.0
|
%
|
|
$
|
200,650
|
|
|
100.0
|
%
|
Cost of home sales
|
|
$
|
196,529
|
|
|
77.3
|
%
|
|
$
|
149,809
|
|
|
74.7
|
%
|
Homebuilding gross margin
|
|
$
|
57,738
|
|
|
22.7
|
%
|
|
$
|
50,841
|
|
|
25.3
|
%
|
($ in thousands)
|
|
Years Ended
December 31, |
|
As Percentage of
Relevant Revenue |
||||||||||
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Land development
|
|
$
|
809
|
|
|
$
|
1,479
|
|
|
2.2
|
%
|
|
3.3
|
%
|
Builder operations
|
|
$
|
19,876
|
|
|
$
|
14,655
|
|
|
7.8
|
%
|
|
7.3
|
%
|
($ in thousands)
|
|
Years Ended
December 31,
|
|
As Percentage of
Relevant Revenue |
||||||||||
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Land development
|
|
$
|
1,470
|
|
|
$
|
2,410
|
|
|
4.0
|
%
|
|
5.3
|
%
|
Builder operations
|
|
$
|
12,195
|
|
|
$
|
7,689
|
|
|
4.8
|
%
|
|
3.8
|
%
|
|
|
Years Ended December 31,
|
|
Increase (Decrease)
|
||||||||||
New Home Orders & Backlog
|
|
2014
|
|
2013
|
|
Change
|
|
%
|
||||||
Net new home orders
|
|
601
|
|
|
644
|
|
|
(43
|
)
|
|
(6.7)%
|
|||
Number of cancellations
|
|
106
|
|
|
95
|
|
|
11
|
|
|
11.6%
|
|||
Cancellation rate
|
|
15.0
|
%
|
|
14.8
|
%
|
|
0.2
|
%
|
|
1.4%
|
|||
Average selling communities
|
|
30
|
|
|
29
|
|
|
1
|
|
|
3.4%
|
|||
Selling communities at end of period
|
|
33
|
|
|
25
|
|
|
8
|
|
|
32.0%
|
|||
Backlog ($ in thousands)
|
|
$
|
78,552
|
|
|
$
|
58,634
|
|
|
$
|
19,918
|
|
|
34.0%
|
Backlog (units)
|
|
209
|
|
|
182
|
|
|
27
|
|
|
14.8%
|
|||
Average sales price of backlog
|
|
$
|
375,847
|
|
|
$
|
322,165
|
|
|
$
|
53,682
|
|
|
16.7%
|
|
|
Years Ended December 31,
|
|
Increase (Decrease)
|
||||||||||
New Homes Delivered and Home Sales Revenue
|
|
2014
|
|
2013
|
|
Change
|
|
%
|
||||||
New homes delivered
|
|
587
|
|
|
556
|
|
|
31
|
|
|
5.6%
|
|||
Home sales revenue ($ in thousands)
|
|
$
|
200,650
|
|
|
$
|
168,591
|
|
|
$
|
32,059
|
|
|
19.0%
|
Average sales price of home delivered
|
|
$
|
341,823
|
|
|
$
|
303,221
|
|
|
$
|
38,602
|
|
|
12.7%
|
|
|
Years Ended December 31,
|
||||||||||||
Homebuilding ($ in thousands)
|
|
2014
|
|
%
|
|
2013
|
|
%
|
||||||
Home sales revenue
|
|
$
|
200,650
|
|
|
100.0
|
%
|
|
$
|
168,591
|
|
|
100.0
|
%
|
Cost of home sales
|
|
$
|
149,809
|
|
|
74.7
|
%
|
|
$
|
122,781
|
|
|
72.8
|
%
|
Homebuilding gross margin
|
|
$
|
50,841
|
|
|
25.3
|
%
|
|
$
|
45,810
|
|
|
27.2
|
%
|
($ in thousands)
|
|
Years Ended
December 31, |
|
As Percentage of
Relevant Revenue |
||||||||||
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Land development
|
|
$
|
1,479
|
|
|
$
|
1,279
|
|
|
3.3
|
%
|
|
3.8
|
%
|
Builder operations
|
|
$
|
14,655
|
|
|
$
|
9,988
|
|
|
7.3
|
%
|
|
5.9
|
%
|
($ in thousands)
|
|
Years Ended
December 31,
|
|
As Percentage of
Relevant Revenue |
||||||||||
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Land development
|
|
$
|
2,410
|
|
|
$
|
808
|
|
|
5.3
|
%
|
|
2.4
|
%
|
Builder operations
|
|
$
|
7,689
|
|
|
$
|
5,815
|
|
|
3.8
|
%
|
|
3.4
|
%
|
|
December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Lots Owned
(1)
|
|
|
|
|
|
|||
Texas
|
2,659
|
|
|
2,105
|
|
|
2,364
|
|
Georgia
|
991
|
|
|
1,211
|
|
|
1,384
|
|
Total
|
3,650
|
|
|
3,316
|
|
|
3,748
|
|
Lots Controlled
(1)(2)
|
|
|
|
|
|
|||
Texas
|
326
|
|
|
279
|
|
|
292
|
|
Georgia
|
758
|
|
|
561
|
|
|
555
|
|
Total
|
1,084
|
|
|
840
|
|
|
847
|
|
|
|
|
|
|
|
|||
Total Lots Owned and Controlled
(1)
|
4,734
|
|
|
4,156
|
|
|
4,595
|
|
|
(1)
|
The land use assumptions used in the above table may change over time.
|
(2)
|
Lots controlled excludes homes under construction.
|
•
|
Operating activities.
Net cash
used in
operating activities for the year ended
December 31, 2015
was
$47.6 million
, compared to net cash
provided
of
$1.8 million
during the year ended
December 31, 2014
. The change was primarily attributable to (i) changes in working capital associated with inventory, as inventory increased by
25.1%
for the year ended
December 31, 2015
compared to a
20.0%
increase in inventory for the year ended
December 31, 2014
, (ii) changes in working capital associated with earnest money deposits, as earnest money deposits increased by
$11.2 million
for the year ended
December 31, 2015
compared to
$3.4 million
for the year ended
December 31, 2014
, and (iii) a decrease in accrued expenses of
$3.5 million
for the year ended
December 31, 2015
compared to an increase of
$4.7 million
for the year ended
December 31, 2014
.
|
•
|
Investing activities.
Net cash
provided by
investing activities for the year ended
December 31, 2015
was
$2.5 million
, compared to net cash
provided
of
$12.6 million
during the year ended
December 31, 2014
. The change was primarily due to a decrease in notes receivable payments of
$9.2 million
and a decrease in proceeds from investment in direct financing leases of
$2.8 million
for the year ended
December 31, 2015
as compared to the year ended
December 31, 2014
partially offset by a decrease in issuance of notes receivable of
$1.6 million
.
|
•
|
Financing activities.
Net cash
provided by
financing activities for the year ended
December 31, 2015
was
$43.8 million
, compared to net cash
used
of
$9.8 million
during the year ended
December 31, 2014
. The change was primarily due to (i) a net increase in lines of credit and notes payable borrowings of
$31.4 million
for the year ended
December 31, 2015
compared to a
$17.6 million
reduction in lines of credit and notes payable borrowings for the year ended
December 31, 2014
. (ii) an increase in cash received of
$19.9 million
from net proceeds from equity offerings less the repayment of the Term Loan Facility, and (iii) an increase in net distributions to and contributions from controlling and noncontrolling interests members of
$16.5 million
for the year ended
December 31, 2015
as compared to the year ended
December 31, 2014
partially offset by a decrease in cash received as part of reverse recapitalization of
$31.9 million
.
|
•
|
Operating activities.
Net cash provided by operating activities for the year ended
December 31, 2014
was
$1.8 million
, compared to net cash used of
$49.9 million
during the year ended
December 31, 2013
. The change was primarily attributable to changes in working capital associated with inventory, as inventory increased by
20.0%
for the year ended
December 31, 2014
compared to an increase in inventory of
72.9%
during the year ended
December 31, 2013
and an increase in net income of approximately
$16.7 million
primarily related to a $26.6 million income tax benefit due to
|
•
|
Investing activities.
Net cash provided in investing activities for the year ended
December 31, 2014
was
$12.6 million
, compared to net cash provided of
$10.8 million
during the year ended
December 31, 2013
. The change was primarily due to a decrease in issuance of notes receivable of
$2.6 million
and an increase in proceeds from investment in direct financing leases of
$2.4 million
for the year ended
December 31, 2014
, partially offset by decrease in notes receivable payments of
$2.8 million
and an increase in acquisition of property and equipment of approximately
$0.4 million
.
|
•
|
Financing activities.
Net cash used in financing activities for the year ended
December 31, 2014
was
$9.8 million
, compared to net cash provided of
$48.6 million
during the year ended
December 31, 2013
. The change was primarily due to (i) a decrease in net distributions to and contributions from controlling and noncontrolling interests members of
$56.9 million
during the year ended
December 31, 2014
, (ii) a decrease in line of credit borrowings of
$20.0 million
and (iii) a decrease in proceeds from notes payable of
$13.5 million
, partially offset by cash received as part of the reverse recapitalization of
$31.9 million
.
|
|
|
Payments Due by Period (in thousands)
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Year 1
|
|
Years 2 – 3
|
|
Years 4 – 5
|
|
Years 5 and Beyond
|
||||||||||
Debt obligations
(1)
|
|
$
|
57,658
|
|
|
$
|
1,158
|
|
|
$
|
56,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating leases
|
|
3,438
|
|
|
697
|
|
|
1,411
|
|
|
1,156
|
|
|
174
|
|
|||||
Total
|
|
$
|
61,096
|
|
|
$
|
1,855
|
|
|
$
|
57,911
|
|
|
$
|
1,156
|
|
|
$
|
174
|
|
|
(1)
|
Represents principal and interest payments due on our LOC and notes payable.
|
Level 1 —
|
unadjusted quoted prices for identical assets or liabilities in active markets accessible by us;
|
|
|
Level 2 —
|
inputs that are observable in the marketplace other than those classified as Level 1; and
|
|
|
Level 3 —
|
inputs that are unobservable in the marketplace and significant to the valuation.
|
•
|
The Company utilizes an integrated Enterprise Resource Planning (ERP) software system by a third-party service organization in the Company’s production and accounting for homebuilding and land development business. The Company was unable to obtain a Service Organization Control (“SOC”) 1 Type 2 report prepared in accordance with the AICPA Attestation Standards, Section 801, Reporting on Controls at a Service Organization, addressing the suitability of the design and operating effectiveness of controls relating to the application and business processing activities performed by the service organization on the Company’s behalf for the year ended December 31, 2015. As a result, the Company was unable to conclude that its service organization maintained effective controls over its information technology environment to (a) prevent unauthorized database and application access, and (b) maintain effective security administration and appropriate change management for the application maintained by the third-party service organization. This resulted in an inability to rely on the accuracy and completeness of data and key application reports obtained from the application at the third-party service organization used in the performance of important controls over certain key financial reporting processes, including accrued liabilities, vendor master file changes, reserves for housing completion, and budget data.
|
•
|
The Company did not maintain effective controls over the sufficiency and timeliness of review and approval of manual journal entries, including consolidating adjustments.
|
•
|
The Company did not maintain effective controls over the identification, evaluation, and disclosure of related party transactions.
|
•
|
The Company did not maintain effective controls over period-end accruals (cutoff), recording of inventory costs, costs of goods sold, and operating expenses to verify that all costs and expenses are captured completely and accurately for financial reporting.
|
•
|
The Company did not maintain effective controls to verify that financial statement amounts are appropriately classified and disclosed in the financial statements.
|
•
|
Management will move to an ERP self-host structure that involves hosting and managing the Company’s ERP software system and underlying infrastructure internally rather than obtaining that service from a third-party service organization. This will allow management greater flexibility and control to design, implement, and test the information technology general controls over security access and change management.
|
•
|
Management will design and implement processes and controls over the review and approval of manual journal entries to ensure that all manual journal entries are reviewed and approved and appropriately supported prior to being posted in the general ledger. Further, management is pursuing opportunities to design a preventative ERP application access control to ensure that all manual journal entries are appropriately reviewed and approved prior to posting to the general ledger. Finally, management is in the process of reorganizing the roles and responsibilities in the accounting and financial reporting processes, which will, among other items, improve controls over the journal entry review process.
|
•
|
Management will design and implement processes and controls over the identification, evaluation, approval, and disclosure of related party transactions.
|
•
|
Management will design and implement processes and controls over the review of period-end accruals and cut-off procedures and recording of inventory costs, cost of goods sold, and operating expenses. Further, management is in the process of reorganizing the roles and responsibilities in the accounting and financial reporting processes that will, among other items, improve the process and controls related to this material weakness.
|
•
|
Management will design and implement processes and controls over the classification of transactions within the Company’s general ledger accounts and corresponding classification within the financial statements.
|
•
|
The Company was unable to demonstrate that its service organization maintained effective controls over its information technology environment to (a) prevent unauthorized database and application access, and (b) maintain effective security administration and appropriate change management for the application maintained by the third-party service organization. This resulted in an inability to rely on the accuracy and completeness of data and key application reports obtained from the application at the third-party service organization used in the performance of important controls over certain key financial reporting processes, including accrued liabilities, vendor master file changes, reserves for housing completion, and budget data.
|
•
|
The Company did not maintain effective controls over the sufficiency and timeliness of review and approval of manual journal entries, including consolidating adjustments.
|
•
|
The Company did not maintain effective controls over the identification, evaluation, and disclosure of related party transactions.
|
•
|
The Company did not maintain effective controls over period-end accruals (cutoff), recording of inventory costs, cost of goods sold and operating expenses to verify that all costs and expenses are captured completely and accurately for financial reporting.
|
•
|
The Company did not maintain effective controls to verify that financial statement amounts are appropriately classified and disclosed in the financial statements.
|
Green Brick Partners, Inc. - Consolidated Financial Statements
|
|
(a)(2) Financial Statement Schedules. Financial statements schedules are omitted because they are not required or applicable or the required information is included in the consolidated financial statements or notes thereto.
|
|
Green Brick Partners, Inc. - Consolidated Financial Statements
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Assets
|
|||||||
Cash and cash equivalents
|
$
|
19,909
|
|
|
$
|
21,267
|
|
Restricted cash
|
1,392
|
|
|
1,709
|
|
||
Accounts receivable
|
3,314
|
|
|
749
|
|
||
Inventory
|
344,132
|
|
|
275,141
|
|
||
Investment in direct financing leases
|
—
|
|
|
2,768
|
|
||
Property and equipment, net
|
802
|
|
|
791
|
|
||
Earnest money deposits
|
17,845
|
|
|
6,676
|
|
||
Deferred income tax assets, net
|
80,663
|
|
|
89,197
|
|
||
Other assets
|
5,819
|
|
|
2,027
|
|
||
Total assets
|
$
|
473,876
|
|
|
$
|
400,325
|
|
Liabilities and stockholders
’
equity
|
|||||||
Accounts payable
|
$
|
13,530
|
|
|
$
|
13,551
|
|
Accrued expenses
|
5,719
|
|
|
11,299
|
|
||
Customer and builder deposits
|
6,938
|
|
|
9,752
|
|
||
Obligations related to land not owned under option agreements
|
18,176
|
|
|
7,914
|
|
||
Borrowings on lines of credit
|
47,500
|
|
|
14,061
|
|
||
Notes payable
|
10,158
|
|
|
12,151
|
|
||
Term loan facility
|
—
|
|
|
150,000
|
|
||
Total liabilities
|
102,021
|
|
|
218,728
|
|
||
Commitments and contingencies (Note 13)
|
—
|
|
|
—
|
|
||
Stockholders’ equity
|
|
|
|
||||
Green Brick Partners, Inc. stockholders’ equity
|
|
|
|
||||
Common shares, $0.01 par value: 100,000,000 shares authorized; 48,833,323 and 31,346,084 issued and outstanding as of December 31, 2015 and 2014, respectively
|
488
|
|
|
313
|
|
||
Additional paid-in capital
|
271,867
|
|
|
101,626
|
|
||
Retained earnings
|
87,177
|
|
|
69,919
|
|
||
Total Green Brick Partners, Inc. stockholders’ equity
|
359,532
|
|
|
171,858
|
|
||
Noncontrolling interests
|
12,323
|
|
|
9,739
|
|
||
Total stockholders’ equity
|
371,855
|
|
|
181,597
|
|
||
Total liabilities and stockholders’ equity
|
$
|
473,876
|
|
|
$
|
400,325
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Sale of residential units
|
$
|
254,267
|
|
|
$
|
200,650
|
|
|
$
|
168,591
|
|
Sale of land and lots
|
36,878
|
|
|
45,452
|
|
|
33,735
|
|
|||
Total revenues
|
291,145
|
|
|
246,102
|
|
|
202,326
|
|
|||
Cost of residential units
|
196,529
|
|
|
149,809
|
|
|
122,781
|
|
|||
Cost of land and lots
|
27,125
|
|
|
34,082
|
|
|
21,513
|
|
|||
Total cost of sales
|
223,654
|
|
|
183,891
|
|
|
144,294
|
|
|||
Total gross profit
|
67,491
|
|
|
62,211
|
|
|
58,032
|
|
|||
Salary expense
|
(20,685
|
)
|
|
(14,868
|
)
|
|
(10,251
|
)
|
|||
Management fees expense – related party
|
—
|
|
|
(1,266
|
)
|
|
(1,016
|
)
|
|||
Selling, general and administrative expense
|
(13,665
|
)
|
|
(10,099
|
)
|
|
(6,623
|
)
|
|||
Operating profit
|
33,141
|
|
|
35,978
|
|
|
40,142
|
|
|||
Interest expense
|
(281
|
)
|
|
(1,393
|
)
|
|
(315
|
)
|
|||
Depreciation and amortization expense
|
(865
|
)
|
|
(291
|
)
|
|
(127
|
)
|
|||
Interest and fees income
|
—
|
|
|
265
|
|
|
2,503
|
|
|||
Interest on direct financing leases income
|
13
|
|
|
781
|
|
|
1,039
|
|
|||
Profit participation on notes receivable
|
—
|
|
|
—
|
|
|
597
|
|
|||
Other income, net
|
2,708
|
|
|
869
|
|
|
804
|
|
|||
Income before taxes
|
34,716
|
|
|
36,209
|
|
|
44,643
|
|
|||
Income tax provision (benefit)
|
9,171
|
|
|
(24,853
|
)
|
|
327
|
|
|||
Net income
|
25,545
|
|
|
61,062
|
|
|
44,316
|
|
|||
Less: net income attributable to noncontrolling interests
|
10,220
|
|
|
11,036
|
|
|
12,309
|
|
|||
Net income attributable to Green Brick Partners, Inc.
|
$
|
15,325
|
|
|
$
|
50,026
|
|
|
$
|
32,007
|
|
|
|
|
|
|
|
||||||
Net income attributable to Green Brick Partners, Inc. per common share:
|
|
|
|
|
|
||||||
Basic
|
$0.38
|
|
$3.40
|
|
$2.88
|
||||||
Diluted
|
$0.38
|
|
$3.40
|
|
$2.88
|
||||||
Weighted average common shares used in the calculation of net income attributable to Green Brick Partners, Inc. per common share:
|
|
|
|
|
|
||||||
Basic
|
40,068
|
|
|
14,712
|
|
|
11,109
|
|
|||
Diluted
|
40,099
|
|
|
14,712
|
|
|
11,109
|
|
|
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, 2012
|
11,108,500
|
|
|
$
|
111
|
|
|
$
|
98,699
|
|
|
$
|
20,485
|
|
|
$
|
119,295
|
|
|
$
|
2,393
|
|
|
$
|
121,688
|
|
Contributions
|
—
|
|
|
—
|
|
|
57,286
|
|
|
—
|
|
|
57,286
|
|
|
1,756
|
|
|
59,042
|
|
||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,478
|
)
|
|
(19,478
|
)
|
|
(6,749
|
)
|
|
(26,227
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
32,007
|
|
|
32,007
|
|
|
12,309
|
|
|
44,316
|
|
||||||
Balance at December 31, 2013
|
11,108,500
|
|
|
$
|
111
|
|
|
$
|
155,985
|
|
|
$
|
33,014
|
|
|
$
|
189,110
|
|
|
$
|
9,709
|
|
|
$
|
198,819
|
|
Share-based compensation
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
||||||
Common stock issued in private and public offering
|
14,000,000
|
|
|
140
|
|
|
69,860
|
|
|
—
|
|
|
70,000
|
|
|
—
|
|
|
70,000
|
|
||||||
Issuance of common stock for reverse recapitalization
|
6,237,584
|
|
|
62
|
|
|
(124,259
|
)
|
|
—
|
|
|
(124,197
|
)
|
|
—
|
|
|
(124,197
|
)
|
||||||
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
787
|
|
|
787
|
|
||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,121
|
)
|
|
(13,121
|
)
|
|
(11,793
|
)
|
|
(24,914
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
50,026
|
|
|
50,026
|
|
|
11,036
|
|
|
61,062
|
|
||||||
Balance at December 31, 2014
|
31,346,084
|
|
|
$
|
313
|
|
|
$
|
101,626
|
|
|
$
|
69,919
|
|
|
$
|
171,858
|
|
|
$
|
9,739
|
|
|
$
|
181,597
|
|
Share-based compensation
|
—
|
|
|
—
|
|
|
383
|
|
|
—
|
|
|
383
|
|
|
—
|
|
|
383
|
|
||||||
Issuance of common stock under 2014 Equity Plan
|
42,342
|
|
|
—
|
|
|
91
|
|
|
—
|
|
|
91
|
|
|
—
|
|
|
91
|
|
||||||
Issuance of common stock in connection with secondary offering, net of issuance costs
|
17,444,897
|
|
|
175
|
|
|
169,767
|
|
|
—
|
|
|
169,942
|
|
|
—
|
|
|
169,942
|
|
||||||
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|
87
|
|
||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,723
|
)
|
|
(7,723
|
)
|
||||||
Out-of-period adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
1,933
|
|
|
1,933
|
|
|
—
|
|
|
1,933
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
15,325
|
|
|
15,325
|
|
|
10,220
|
|
|
25,545
|
|
||||||
Balance at December 31, 2015
|
48,833,323
|
|
|
$
|
488
|
|
|
$
|
271,867
|
|
|
$
|
87,177
|
|
|
$
|
359,532
|
|
|
$
|
12,323
|
|
|
$
|
371,855
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
25,545
|
|
|
$
|
61,062
|
|
|
$
|
44,316
|
|
Adjustment to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization expense
|
865
|
|
|
291
|
|
|
127
|
|
|||
Share-based compensation
|
474
|
|
|
40
|
|
|
—
|
|
|||
Deferred income taxes, net
|
8,352
|
|
|
(25,338
|
)
|
|
—
|
|
|||
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|||
Decrease (increase) in restricted cash
|
317
|
|
|
(326
|
)
|
|
(1,063
|
)
|
|||
Increase in accounts receivable
|
(2,566
|
)
|
|
(303
|
)
|
|
(333
|
)
|
|||
Increase in inventory
|
(58,728
|
)
|
|
(38,026
|
)
|
|
(96,630
|
)
|
|||
Increase in earnest money deposits
|
(11,169
|
)
|
|
(3,384
|
)
|
|
(1,983
|
)
|
|||
Increase in other assets
|
(4,361
|
)
|
|
(828
|
)
|
|
(982
|
)
|
|||
(Decrease) increase in accounts payable
|
(21
|
)
|
|
4,898
|
|
|
4,137
|
|
|||
(Decrease) increase in accrued expenses
|
(3,465
|
)
|
|
4,706
|
|
|
3,957
|
|
|||
Decrease in customer and builder deposits
|
(2,814
|
)
|
|
(1,022
|
)
|
|
(1,445
|
)
|
|||
Net cash (used in) provided by operating activities
|
(47,571
|
)
|
|
1,770
|
|
|
(49,899
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds from sale of investment in direct financing leases
|
2,768
|
|
|
5,581
|
|
|
3,168
|
|
|||
Issuance of notes receivable
|
—
|
|
|
(1,600
|
)
|
|
(4,201
|
)
|
|||
Repayments of notes receivable
|
—
|
|
|
9,156
|
|
|
11,917
|
|
|||
Acquisition of property and equipment
|
(307
|
)
|
|
(520
|
)
|
|
(98
|
)
|
|||
Net cash provided by investing activities
|
2,461
|
|
|
12,617
|
|
|
10,786
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Cash received as part of reverse recapitalization
|
—
|
|
|
31,916
|
|
|
—
|
|
|||
Borrowings from lines of credit
|
86,000
|
|
|
19,000
|
|
|
39,000
|
|
|||
Proceeds from notes payable
|
3,206
|
|
|
7,989
|
|
|
21,462
|
|
|||
Repayments of lines of credit
|
(52,561
|
)
|
|
(22,147
|
)
|
|
(28,336
|
)
|
|||
Repayments of notes payable
|
(5,199
|
)
|
|
(22,434
|
)
|
|
(16,309
|
)
|
|||
Repayment of term loan facility
|
(150,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from equity offering, net of issuance costs
|
169,942
|
|
|
—
|
|
|
—
|
|
|||
Contributions from controlling interests
|
—
|
|
|
—
|
|
|
57,286
|
|
|||
Contributions from noncontrolling interests
|
87
|
|
|
787
|
|
|
1,756
|
|
|||
Distributions to controlling interests
|
—
|
|
|
(13,121
|
)
|
|
(19,478
|
)
|
|||
Distributions to noncontrolling interests
|
(7,723
|
)
|
|
(11,793
|
)
|
|
(6,749
|
)
|
|||
Net cash provided by (used in) financing activities
|
43,752
|
|
|
(9,803
|
)
|
|
48,632
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(1,358
|
)
|
|
4,584
|
|
|
9,519
|
|
|||
Cash and cash equivalents at beginning of year
|
21,267
|
|
|
16,683
|
|
|
7,164
|
|
|||
Cash and cash equivalents at end of year
|
$
|
19,909
|
|
|
$
|
21,267
|
|
|
$
|
16,683
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Completed home inventory and residential lots held for sale
|
$
|
85,342
|
|
|
$
|
58,846
|
|
Work in process
|
236,383
|
|
|
192,796
|
|
||
Undeveloped land
|
6,193
|
|
|
16,220
|
|
||
Land not owned under option agreements
|
16,214
|
|
|
7,279
|
|
||
Total Inventory
|
$
|
344,132
|
|
|
$
|
275,141
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Interest capitalized at beginning of year
|
$
|
3,713
|
|
|
$
|
1,065
|
|
|
$
|
53
|
|
Interest incurred
|
9,625
|
|
|
4,146
|
|
|
1,380
|
|
|||
Interest charged to cost of sales
|
(3,972
|
)
|
|
(105
|
)
|
|
(53
|
)
|
|||
Interest charged to interest expense
|
(281
|
)
|
|
(1,393
|
)
|
|
(315
|
)
|
|||
Interest capitalized at end of year
|
$
|
9,085
|
|
|
$
|
3,713
|
|
|
$
|
1,065
|
|
|
Years End December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Basic net income attributable to Green Brick Partners, Inc. per share
|
|
|
|
|
|
||||||
Net income attributable to Green Brick Partners, Inc. —basic
|
$
|
15,325
|
|
|
$
|
50,026
|
|
|
$
|
32,007
|
|
Weighted-average number of shares outstanding —basic
|
40,068
|
|
|
14,712
|
|
|
11,109
|
|
|||
Basic net income attributable to Green Brick Partners, Inc. per share
|
$
|
0.38
|
|
|
$
|
3.40
|
|
|
$
|
2.88
|
|
Diluted net income attributable to Green Brick Partners, Inc. per share
|
|
|
|
|
|
||||||
Net income attributable to Green Brick Partners, Inc. —diluted
|
$
|
15,325
|
|
|
$
|
50,026
|
|
|
$
|
32,007
|
|
Weighted-average number of shares used to compute basic net income attributable to Green Brick Partners, Inc.
|
40,068
|
|
|
14,712
|
|
|
11,109
|
|
|||
Dilutive effect of stock options and restricted stock awards
|
30
|
|
|
—
|
|
|
—
|
|
|||
Weighted-average number of shares outstanding —diluted
|
40,099
|
|
|
14,712
|
|
|
11,109
|
|
|||
Diluted net income attributable to Green Brick Partners, Inc. per share
|
$
|
0.38
|
|
|
$
|
3.40
|
|
|
$
|
2.88
|
|
|
Years End December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Antidilutive options to purchase common stock
|
62
|
|
|
129
|
|
|
—
|
|
Level 1 —
|
unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company;
|
|
|
Level 2 —
|
inputs that are observable in the marketplace other than those classified as Level 1; and
|
|
|
Level 3 —
|
inputs that are unobservable in the marketplace and significant to the valuation.
|
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
|
)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Office furniture and equipment
|
$
|
258
|
|
|
$
|
196
|
|
Leasehold improvements
|
595
|
|
|
—
|
|
||
Computers and equipment
|
108
|
|
|
465
|
|
||
Field trailers
|
10
|
|
|
10
|
|
||
Design center
|
470
|
|
|
470
|
|
||
|
1,441
|
|
|
1,141
|
|
||
Less: accumulated depreciation
|
(639
|
)
|
|
(350
|
)
|
||
Total property and equipment, net
|
$
|
802
|
|
|
$
|
791
|
|
|
Total
|
||
2016
|
$
|
40,667
|
|
2017
|
24,031
|
|
|
2018
|
13,047
|
|
|
2019
|
1,593
|
|
|
|
$
|
79,338
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Term Loan Facility
|
$
|
—
|
|
|
$
|
150,000
|
|
|
December 31, 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)
|
—
|
|
|
12,500
|
|
||
Revolving credit facility
(4)
|
17,500
|
|
|
—
|
|
||
Unsecured revolving credit facility
(5)
|
30,000
|
|
|
—
|
|
||
Total lines of credit
|
$
|
47,500
|
|
|
$
|
14,061
|
|
|
(1)
|
During 2012, a subsidiary of JBGL opened a line of credit (“LOC”) with Inwood in the amount of
$4.8 million
maturing on April 13, 2014, bearing interest at
4.0%
, which was in effect three months ended March 31, 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 interest at
4.0%
, which was in effect for the three months ended March 31, 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 accrued and was payable monthly at a rate of
4.0%
. The credit facility was renewed until October 13, 2015 and was secured by land owned in John’s Creek, Georgia. This LOC was replaced with a new revolving credit facility on July 30, 2015.
|
(4)
|
On
July 30, 2015
, the Company replaced it's John's Creek 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
. The costs associated with the new revolving credit facility of
$0.3 million
were deferred and are included in other assets in our consolidated balance sheets. The Company is amortizing these debt issuance costs to interest expense over the term of the new revolving credit facility straight line. Amounts outstanding under the new revolving credit facility is secured by mortgages on real property and security interests in certain personal property (to the extent that such personal property is connected with the use and enjoyment of the real property) that is owned by certain of the Company's subsidiaries, including land owned in John’s Creek, Georgia, Allen, Texas, and Carrollton, Texas. The amounts outstanding under the new revolving credit facility are also guaranteed by certain of the Company's subsidiaries.
|
(5)
|
On
December 15, 2015
, the Company entered into a credit agreement with the lenders named therein, and Citibank, N.A., as administrative agent, providing for a senior, unsecured revolving credit facility with aggregate lending commitments of up to
$40.0 million
(“Unsecured Revolving Credit Facility”). Subject to certain terms and conditions, the Company may, at its option, prior to the termination date, increase the amount of the revolving credit facility up to a maximum aggregate amount of
$75.0 million
. Commitments under the Unsecured Revolving Credit Facility will be available until the period ending
December 14, 2018
, which period may be extended for additional one year periods, subject to the consent of the
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Notes payable to unrelated third parties:
|
|
|
|
||||
Briar Ridge Investments, LTD
(1)
|
$
|
9,000
|
|
|
$
|
9,000
|
|
Lakeside DFW Land, LTD
(2)
|
—
|
|
|
1,824
|
|
||
Lyons Equities, Inc. Trustee
(3)
|
988
|
|
|
—
|
|
||
Centennial Park Richardson, LTD
(4)
|
—
|
|
|
—
|
|
||
Subordinated Lot Notes
(5)
|
170
|
|
|
1,327
|
|
||
Total notes payable
|
$
|
10,158
|
|
|
$
|
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%
collateralized by land purchased in Allen, Texas. Accrued interest at
December 31, 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%
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)
|
On July 20, 2015, a subsidiary of JBGL signed a promissory note for
$0.3 million
maturing on April 20, 2016, bearing interest at
0.0%
per annum collateralized by land located in Richardson, TX. This note was paid in full in October 2015.
|
(5)
|
Subsidiaries of the Company purchased lots under various agreements from unrelated third parties. The sellers of these lots have subordinated a percentage of the lot purchase price to various construction loans of subsidiaries of the Company’s
|
|
Line of Credit
|
|
Notes Payable
|
|
Total
|
||||||
2016
|
$
|
—
|
|
|
$
|
1,158
|
|
|
$
|
1,158
|
|
2017
|
17,500
|
|
|
9,000
|
|
|
26,500
|
|
|||
2018
|
30,000
|
|
|
—
|
|
|
30,000
|
|
|||
2019
|
—
|
|
|
—
|
|
|
—
|
|
|||
2020 and thereafter
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
47,500
|
|
|
$
|
10,158
|
|
|
$
|
57,658
|
|
|
Number of Shares (in thousands)
|
|
Weighted Average Grant Date Fair Value per Share
|
|||
Nonvested, December 31, 2014
|
—
|
|
|
$
|
—
|
|
Granted
|
42
|
|
|
$
|
8.40
|
|
Vested
|
(19
|
)
|
|
$
|
8.04
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
Nonvested, December 31, 2015
|
23
|
|
|
$
|
8.73
|
|
|
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, December 31, 2015
|
500
|
|
|
$
|
7.49
|
|
|
8.73
|
|
$
|
—
|
|
Options exercisable, December 31, 2015
|
100
|
|
|
$
|
7.49
|
|
|
8.73
|
|
$
|
—
|
|
|
Number of Shares (in thousands)
|
|
Weighted Average Per Share Grant Date Fair Value
|
|||
Unvested, December 31, 2014
|
500
|
|
|
$
|
2.88
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Vested
|
(100
|
)
|
|
$
|
2.88
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
Unvested, December 31, 2015
|
400
|
|
|
$
|
2.88
|
|
|
Risk-Free Interest Rate
|
|
Expected Term (in years)
|
|
Weighted Average Expected Stock Price Volatility
|
|
Expected Dividend Yield
|
|
Weighted Average Per Share Grant Date Fair Value
|
|||||
Fiscal year 2014
|
1.94
|
%
|
|
6.5
|
|
37.2
|
%
|
|
—
|
%
|
|
$
|
—
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
819
|
|
|
485
|
|
|
327
|
|
|||
Total current
|
819
|
|
|
485
|
|
|
327
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
8,412
|
|
|
(23,308
|
)
|
|
—
|
|
|||
State
|
(60
|
)
|
|
(2,030
|
)
|
|
—
|
|
|||
Total deferred
|
8,352
|
|
|
(25,338
|
)
|
|
—
|
|
|||
Total income tax provision (benefit)
|
$
|
9,171
|
|
|
$
|
(24,853
|
)
|
|
$
|
327
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued bonuses
|
$
|
39
|
|
|
$
|
315
|
|
Accrued payroll
|
49
|
|
|
11
|
|
||
Stock-based compensation
|
125
|
|
|
14
|
|
||
Federal net operating loss carryover
|
55,622
|
|
|
62,575
|
|
||
State net operating loss carryover
|
1,161
|
|
|
1,161
|
|
||
Basis in partnerships
|
24,773
|
|
|
26,123
|
|
||
Warranty accrual
|
166
|
|
|
161
|
|
||
Historical BioFuel capitalized start-up costs
|
24
|
|
|
24
|
|
||
Historical BioFuel - other
|
16
|
|
|
16
|
|
||
|
81,975
|
|
|
90,400
|
|
||
Valuation allowance
|
(1,161
|
)
|
|
(1,161
|
)
|
||
Deferred tax assets, net
|
80,814
|
|
|
89,239
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
|
||
Prepaid insurance
|
(34
|
)
|
|
(11
|
)
|
||
Noncontrolling interests impact of M-1s
|
(117
|
)
|
|
(31
|
)
|
||
Deferred tax liabilities, net
|
(151
|
)
|
|
(42
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Tax on pre-tax book income (before reduction for noncontrolling interests)
|
$
|
12,151
|
|
|
$
|
12,673
|
|
|
$
|
—
|
|
Pre-Transaction earnings taxed to partners
|
—
|
|
|
(10,634
|
)
|
|
—
|
|
|||
Tax effect of non-controlled earnings post Transaction
|
(3,577
|
)
|
|
(644
|
)
|
|
—
|
|
|||
Change in partnership tax status
|
—
|
|
|
(25,244
|
)
|
|
—
|
|
|||
Change in partnership tax status - state benefit
|
—
|
|
|
(1,320
|
)
|
|
—
|
|
|||
State tax expense, net
|
533
|
|
|
315
|
|
|
327
|
|
|||
Deferred other
|
(36
|
)
|
|
—
|
|
|
—
|
|
|||
State deferred tax expense
|
(39
|
)
|
|
—
|
|
|
—
|
|
|||
Perm items - other
|
139
|
|
|
1
|
|
|
—
|
|
|||
Total tax expense
|
$
|
9,171
|
|
|
$
|
(24,853
|
)
|
|
$
|
327
|
|
|
26.4
|
%
|
|
(68.6
|
)%
|
|
0.7
|
%
|
|
Years Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Valuation allowance at beginning of the year
|
$
|
1,161
|
|
|
$
|
—
|
|
BioFuel valuation allowance at the Transaction Date
|
—
|
|
|
65,020
|
|
||
Release of valuation allowance at Transaction Date
(1)
|
—
|
|
|
(63,859
|
)
|
||
Valuation allowance at end of the year
|
$
|
1,161
|
|
|
$
|
1,161
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Beginning balance
|
$
|
460
|
|
|
$
|
328
|
|
|
$
|
58
|
|
Additions
|
667
|
|
|
388
|
|
|
290
|
|
|||
Charges
|
(653
|
)
|
|
(256
|
)
|
|
(20
|
)
|
|||
Ending balance
|
$
|
474
|
|
|
$
|
460
|
|
|
$
|
328
|
|
2016
|
$
|
697
|
|
2017
|
703
|
|
|
2018
|
708
|
|
|
2019
|
710
|
|
|
2020 and thereafter
|
620
|
|
|
|
$
|
3,438
|
|
|
Years End December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Builder Operations
|
|
|
|
|
|
||||||
Texas
|
$
|
121,979
|
|
|
$
|
83,958
|
|
|
$
|
52,764
|
|
Georgia
|
132,288
|
|
|
116,692
|
|
|
115,827
|
|
|||
Land Development
|
36,878
|
|
|
45,452
|
|
|
33,735
|
|
|||
|
$
|
291,145
|
|
|
$
|
246,102
|
|
|
$
|
202,326
|
|
Gross profit:
|
|
|
|
|
|
||||||
Builder Operations
|
|
|
|
|
|
|
|||||
Texas
|
$
|
30,642
|
|
|
$
|
19,665
|
|
|
$
|
14,890
|
|
Georgia
|
27,096
|
|
|
31,176
|
|
|
30,920
|
|
|||
Land Development
|
9,753
|
|
|
11,370
|
|
|
12,222
|
|
|||
|
$
|
67,491
|
|
|
$
|
62,211
|
|
|
$
|
58,032
|
|
Inventory:
|
|
|
|
|
|
||||||
Builder Operations
|
|
|
|
|
|
||||||
Texas
|
$
|
60,768
|
|
|
$
|
45,609
|
|
|
$
|
25,918
|
|
Georgia
|
158,623
|
|
|
129,361
|
|
|
99,239
|
|
|||
Land Development
|
124,741
|
|
|
100,171
|
|
|
104,044
|
|
|||
|
$
|
344,132
|
|
|
$
|
275,141
|
|
|
$
|
229,201
|
|
Year ended December 31, 2015
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Revenues
|
|
$
|
58,452
|
|
|
$
|
71,987
|
|
|
$
|
75,198
|
|
|
$
|
85,508
|
|
Gross profits
|
|
16,210
|
|
|
17,183
|
|
|
15,718
|
|
|
18,380
|
|
||||
Net income attributable to Green Brick Partners, Inc.
|
|
4,018
|
|
|
3,788
|
|
|
2,826
|
|
|
4,693
|
|
||||
Net income attributable to Green Brick Partners, Inc. per common share:
(1)
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$0.13
|
|
$0.12
|
|
$0.06
|
|
$0.10
|
||||||||
Diluted
|
|
$0.13
|
|
$0.12
|
|
$0.06
|
|
$0.10
|
||||||||
Year ended December 31, 2014
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Revenues
|
|
$
|
63,009
|
|
|
$
|
65,843
|
|
|
$
|
49,676
|
|
|
$
|
67,574
|
|
Gross profits
|
|
15,766
|
|
|
16,379
|
|
|
14,913
|
|
|
15,153
|
|
||||
Net income attributable to Green Brick Partners, Inc.
|
|
7,349
|
|
|
7,410
|
|
|
3,694
|
|
|
31,573
|
|
||||
Net income attributable to Green Brick Partners, Inc. per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$0.66
|
|
$0.67
|
|
$0.33
|
|
$1.24
|
||||||||
Diluted
|
|
$0.66
|
|
$0.67
|
|
$0.33
|
|
$1.24
|
Number
|
|
Description
|
2.1#
|
|
Transaction Agreement, dated as of June 10, 2014, by and among BioFuel Energy Corp., JBGL Capital L.P., JBGL Exchange (Offshore), LLC, JBGL Willow Crest (Offshore), LLC, JBGL Hawthorne (Offshore), LLC, JBGL Inwood (Offshore), LLC, JBGL Chateau (Offshore), LLC, JBGL Castle Pines (Offshore), LLC, JBGL Lakeside (Offshore), LLC, JBGL Mustang (Offshore), LLC, JBGL Kittyhawk (Offshore), LLC, JBGL Builder Finance (Offshore), LLC, Greenlight Onshore Investments, LLC, JBGL Exchange, LLC, JBGL Willow Crest, LLC, JBGL Hawthorne, LLC, JBGL Inwood, LLC, JBGL Chateau, LLC, JBGL Castle Pines, LP, JBGL Castle Pines Management, LLC, JBGL Lakeside, LLC, JBGL Mustang, LLC, JBGL Kittyhawk, LLC, JBGL Builder Finance LLC and Brickman Member Joint Venture (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed June 13, 2014).
|
3.1
|
|
Amended and Restated Certificate of Incorporation, (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed October 31, 2014).
|
3.2
|
|
Amended and Restated Bylaws of BioFuel Energy Corp, dated as of March 20, 2009, (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed March 23, 2009).
|
4.1
|
|
Specimen Common Stock Certificate, (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed October 31, 2014).
|
4.2
|
|
Certificate of Designation of Series B Junior Participating Preferred Stock of BioFuel Energy Corp. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 28, 2014).
|
4.3
|
|
Section 382 Rights Agreement, dated as of March 27, 2014, between BioFuel Energy Corp. and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent, which includes the Form of Certification of Designation of Series B Junior Participating Preferred Stock as Exhibit A, the Form of Rights Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Stock as Exhibit C (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 28, 2014).
|
4.4
|
|
Amendment No. 1, dated as of August 12, 2015, to Section 382 Rights Agreement, between Green Brick Partners, Inc. and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed August 14, 2015).
|
4.5
|
|
Form of Rights Certificate (incorporated by reference to Exhibit 3.1.3 to the Company’s Registration Statement Amendment No. 1 on Form S-1 (File No. 333-197446) filed on August 21, 2014).
|
10.1
|
|
Letter Agreement, dated as of July 15, 2014, by and among BioFuel Energy Corp., Greenlight Capital Offshore Partners, Greenlight Capital, L.P., Greenlight Capital Qualified, L.P., Greenlight Reinsurance, Ltd., Greenlight Capital (Gold), LP and Greenlight Capital Offshore Master (Gold), Ltd. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed July 15, 2014).
|
10.2
|
|
Letter Agreement, dated as of July 15, 2014, by and among BioFuel Energy Corp., Third Point Partners L.P., Third Point Partners Qualified L.P., Third Point Offshore Master Fund L.P., Third Point Ultra Master Fund L.P. and Third Point Reinsurance Company Ltd. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed July 15, 2014).
|
10.3
|
|
Voting Agreement, dated as of June 10, 2014, by and among BioFuel Energy Corp., Greenlight Capital Offshore Partners, Greenlight Capital, L.P., Greenlight Capital Qualified, L.P., Greenlight Reinsurance, Ltd., Greenlight Capital (Gold), LP and Greenlight Capital Offshore Master (Gold), Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 13, 2014).
|
10.4
|
|
Registration Rights Agreement, dated as October 27, 2014, by and among the Company and JBGL Exchange (Offshore), LLC, JBGL Willow Crest (Offshore), LLC, JBGL Hawthorne (Offshore), LLC, JBGL Inwood (Offshore), LLC, JBGL Chateau (Offshore), LLC, JBGL Castle Pines (Offshore), LLC, JBGL Lakeside (Offshore), LLC, JBGL Mustang (Offshore), LLC, JBGL Kittyhawk (Offshore), LLC, JBGL Builder Finance (Offshore), LLC, Greenlight Capital Qualified, LP, Greenlight Capital, LP, Greenlight Capital Offshore Partners, Greenlight Reinsurance, Ltd., Greenlight Capital (Gold), LP, Greenlight Capital Offshore Master (Gold), Ltd., Scott L. Roberts, L. Loraine Brickman Revocable Trust, Roger E. Brickman GST Marital Trust, James R. Brickman, Blake Brickman, Jennifer Brickman Roberts, Trevor Brickman and Natalie Brickman, (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed October 31, 2014).
|
10.5
|
|
Backstop Registration Rights Agreement, dated as October 27, 2014, between the Company and Third Point Partners L.P., Third Point Partners Qualified L.P., Third Point Offshore Master Fund L.P., Third Point Ultra Master Fund L.P. and Third Point Reinsurance Company Ltd., (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed October 31, 2014).
|
10.6
|
|
Commitment Letter, dated as of June 10, 2014, between BioFuel Energy Corp. and Greenlight Capital, Inc., on behalf of its affiliated funds and managed accounts (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 13, 2014).
|
Number
|
|
Description
|
10.7
|
|
Loan Agreement, dated as of October 27, 2014, by and among the Company, the lenders from time to time party thereto and Greenlight APE, LLC, (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed October 31, 2014).
|
10.8
|
|
Guaranty, dated as of October 27, 2014, by and among, the Company, certain subsidiaries of the Company from time to time party thereto and Greenlight APE, LLC, (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed October 31, 2014).
|
10.9
|
|
Pledge and Security Agreement, dated as of October 27, 2014, by and among the Company, certain subsidiaries of the Company from time to time party thereto and Greenlight APE, LLC, (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed October 31, 2014).
|
10.10
|
|
Amended and Restated Limited Liability Company Operating Agreement of The Providence Group of Georgia, L.L.C., dated as of July 1, 2011 (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-1 (File No. 333-197446) filed on July 16, 2014).
|
10.11
|
|
Amended and Restated Company Agreement of CB JENI Homes DFW LLC, dated as April 1, 2012 (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No. 333-197446) filed on July 16, 2014).
|
10.12
|
|
Company Agreement of Southgate Homes DFW LLC, dated as of January 29, 2013 (incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-1 (File No. 333-197446) filed on July 16, 2014).
|
10.13
|
|
Amended and Restated Limited Liability Company Operating Agreement of JBGL A&A, LLC, dated November 15, 2011 (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1 (File No. 333-197446) filed on July 16, 2014).
|
10.14†*
|
|
Green Brick Partners, Inc. 2014 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K filed March 31, 2015).
|
10.15†
|
|
Employment Agreement, dated as of October 27, 2014, between the Company and James R. Brickman, (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K filed October 31, 2014).
|
10.16†
|
|
Green Brick Partners, Inc. Stock Option Agreement, dated as of October 27, 2014, between the Company and James R. Brickman, (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K filed October 31, 2014).
|
10.17†
|
|
Employment Agreement, dated as of October 27, 2014, between the Company and John Jason Corley, (incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K filed October 31, 2014).
|
10.18†
|
|
Employment Agreement, dated as of January 15, 2015, between the Company and Richard A. Costello, (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 22, 2015).
|
10.19†
|
|
Employment Agreement, dated as of October 27, 2014, between the Company and Jed Dolson, (incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K filed October 31, 2014).
|
10.20
|
|
Promissory Note, dated as of October 13, 2011, by JBGL Builder Finance LLC for the benefit of Inwood National Bank (incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-1 (File No. 333-197446) filed on July 16, 2014) .
|
10.21
|
|
Promissory Note, dated October 13, 2012, by JBGL Builder Finance LLC for the benefit of Inwood National Bank (incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-1 (File No. 333-197446) filed on July 16, 2014).
|
10.22
|
|
Second Renewal, Extension and Modification of Promissory Note and Second Amendment to Business Loan Agreement, dated as of October 13, 2013, by and between JBGL Builder Finance LLC and Inwood National Bank (incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-1 (File No. 333-197446) filed on July 16, 2014).
|
10.23
|
|
Commercial Security Agreement, dated as of October 13, 2011, by and between JBGL Builder Finance LLC and Inwood National Bank (incorporated by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-1 (File No. 333-197446) filed on July 16, 2014).
|
10.24
|
|
Commercial Security Agreement, dated as of October 13, 2012 by and between JBGL Builder Finance LLC and Inwood National Bank (incorporated by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-1 (File No. 333-197446) filed on July 16, 2014).
|
10.25
|
|
Business Loan Agreement (Asset Based), dated as of October 13, 2011, by and between JBGL Builder Finance LLC and Inwood National Bank (incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1 (File No. 333-197446) filed on July 16, 2014).
|
10.26
|
|
Business Loan Agreement, dated as of October 13, 2012, by and between JBGL Builder Finance LLC and Inwood National Bank (incorporated by reference to Exhibit 10.31 to the Company’s Registration Statement on Form S-1 (File No. 333-197446) filed on July 16, 2014).
|
Number
|
|
Description
|
10.27
|
|
Cross-Pledge Agreement, dated as of October 11, 2013, between Inwood National Bank, JBGL Builder Finance LLC and JBGL Model Fund 1, LLC (incorporated by reference to Exhibit 10.32 to the Company’s Registration Statement on Form S-1 (File No. 333-197446) filed on July 16, 2014).
|
10.28
|
|
Loan Agreement, dated as of December 13, 2013, between PlainsCapital Bank and JBGL Capital, LP (incorporated by reference to Exhibit 10.33 to the Company’s Registration Statement on Form S-1 (File No. 333-197446) filed on July 16, 2014).
|
10.29
|
|
Promissory Note, dated as of December 13, 2013, by JBGL Capital, LP for the benefit of PlainsCapital Bank (incorporated by reference to Exhibit 10.34 to the Company’s Registration Statement on Form S-1 (File No. 333-197446) filed on July 16, 2014).
|
10.30
|
|
Guaranty Agreement, dated as of December 13, 2013, by JBGL Castle Pines, LP, JBGL Chateau, LLC, JBGL Exchange LLC, JBGL Hawthorne, LLC, JBGL Inwood LLC, JBGL Kittyhawk, LLC, JBGL Mustang LLC and JBGL Willow Crest LLC, for the benefit of PlainsCapital Bank (incorporated by reference to Exhibit 10.35 to the Company’s Registration Statement on Form S-1 (File No. 333-197446) filed on July 16, 2014).
|
10.31†*
|
|
2014 Omnibus Equity Incentive Plan Stock Bonus Award Agreement, dated as of November 9, 2015, by and between the Company and Jed Dolson.
|
10.32
|
|
Third Renewal, Extension, and Modification of Promissory Note and Third Amendment to Business Loan Agreement, effective as of September 23, 2014, by and between JBGL Builder Finance LLC and Inwood National Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 22, 2015).
|
10.33
|
|
Loan Agreement, dated as of July 30, 2015, by and among Green Brick Partners, Inc., Inwood National Bank, JBGL Mustang, LLC, JBGL Exchange, LLC, JBGL Chateau, LLC, Johns Creek 206, LLC and JBGL Builder Finance, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 5, 2015).
|
10.34
|
|
Revolving Line of Credit Note, dated as of July 30, 2015, issued by Green Brick Partners, Inc. in favor of Inwood National Bank (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed August 5, 2015).
|
10.35
|
|
Guaranty Agreement, dated as of July 30, 2015, by and among JBGL Mustang, LLC, JBGL Chateau, LLC, JBGL Exchange, LLC, JBGL Builder Finance, LLC, and Johns Creek 206, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed August 5, 2015).
|
10.36
|
|
Deed of Trust and Security Agreement, dated as of July 30, 2015, by JBGL Mustang, LLC, as grantor, to Gary L. Tipton, as trustee, for the benefit of Inwood National Bank (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed August 5, 2015).
|
10.37
|
|
Deed of Trust and Security Agreement, dated as of July 30, 2015, by JBGL Exchange, LLC, as grantor, to Gary L. Tipton, as trustee, for the benefit of Inwood National Bank (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed August 5, 2015).
|
10.38
|
|
Deed of Trust and Security Agreement, dated as of July 30, 2015, by JBGL Chateau, LLC, as grantor, to Gary L. Tipton, as trustee, for the benefit of Inwood National Bank (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed August 5, 2015).
|
10.39
|
|
Deed to Secure Debt, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of July 30, 2015, by Johns Creek 206, LLC, as grantor, to Inwood National Bank, as grantee (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed August 5, 2015).
|
10.40†
|
|
Settlement Agreement and Mutual Release, dated as of December 2, 2015, between the Company and John Jason Corley (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 11, 2015).
|
10.41
|
|
Credit Agreement, dated as of December 15, 2015, among Green Brick Partners, Inc., the lenders named therein, and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 18, 2015).
|
10.42
|
|
Guarantee Agreement, dated as of December 15, 2015, among Green Brick Partners, Inc., certain subsidiaries of Green Brick Partners, Inc. from time to time party thereto, and Citibank, N.A., as agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 18, 2015).
|
21.1*
|
|
List of Subsidiaries of the Company.
|
23.1*
|
|
Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm to the Company
|
31.1*
|
|
Certification of the Company’s Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241).
|
31.2*
|
|
Certification of the Company’s Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241).
|
32.1*
|
|
Certification of the Company’s Chief Executive Officer Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
Number
|
|
Description
|
32.2*
|
|
Certification of the Company’s Chief Financial Officer Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
101.INS*
|
|
XBRL Instance Document.
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
#
|
The Company hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the U.S. Securities and Exchange Commission upon request.
|
/s/ James R. Brickman
|
|
By: James R. Brickman
|
|
Its: Chief Executive Officer
|
Signature
|
|
Title
|
Date
|
|
/s/ James R. Brickman
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
March 30, 2016
|
|
James R. Brickman
|
|
|||
|
|
|
|
|
/s/ Richard A. Costello
|
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
March 30, 2016
|
|
Richard A. Costello
|
|
|||
|
|
|
|
|
/s/ Elizabeth K. Blake
|
|
Director
|
March 30, 2016
|
|
Elizabeth K. Blake
|
|
|||
|
|
|
|
|
/s/ Harry Brandler
|
|
Director
|
March 30, 2016
|
|
Harry Brandler
|
|
|||
|
|
|
|
|
/s/ David Einhorn
|
|
Chairman of the Board
|
March 30, 2016
|
|
David Einhorn
|
|
|||
|
|
|
|
|
/s/ John R. Farris
|
|
Director
|
March 30, 2016
|
|
John R. Farris
|
|
|||
|
|
|
|
|
/s/ Kathleen Olsen
|
|
Director
|
March 30, 2016
|
|
Kathleen Olsen
|
|
|||
|
|
|
|
|
/s/ Richard Press
|
|
Director
|
March 30, 2016
|
|
Richard Press
|
|
Subsidiary
|
Jurisdiction
|
BFE Holdings, LLC
|
Delaware
|
BFE Operating Company, LLC
|
Delaware
|
BioFuel Energy, LLC
|
Delaware
|
Buffalo Lake Energy, LLC
|
Delaware
|
CB JENI - Brick Row Townhomes, LLC
|
Texas
|
CB JENI - Chase Oaks Village II, LLC
|
Texas
|
CB JENI - Hemingway Court, LLC
|
Texas
|
CB JENI - Lake Vista Coppell, LLC
|
Texas
|
CB JENI - Settlement at Craig Ranch, LLC
|
Texas
|
CB JENI Acquisitions, LLC
|
Texas
|
CB JENI Berkshire Place LLC
|
Texas
|
CB JENI Grand Park, LLC
|
Texas
|
CB JENI Homes DFW LLC
|
Texas
|
CB JENI Hometown, LLC
|
Texas
|
CB JENI Los Rios, LLC
|
Texas
|
CB JENI Management, LLC
|
Texas
|
CB JENI McKinney Ranch, LLC
|
Texas
|
CB JENI Mustang Park LLC
|
Texas
|
CB JENI Pecan Park, LLC
|
Texas
|
CB JENI Raiford Crossing, LLC
|
Texas
|
CB JENI Stacy Crossing, LLC
|
Texas
|
CB JENI Stonegate, LLC
|
Texas
|
CB JENI Viridian, LLC
|
Texas
|
Centre Commercial Construction, LLC
|
Texas
|
Centre Living Homes, LLC
|
Texas
|
Gilman Trail Energy, LLC
|
Delaware
|
Green Brick Frisco LLC
|
Texas
|
Green Brick Title, LLC
|
Texas
|
JBGL 21 TPG EM, LLC
|
Georgia
|
JBGL A&A, LLC
|
Georgia
|
JBGL Atlanta Development 2014, LLC
|
Georgia
|
JBGL Atlanta Development, LLC
|
Georgia
|
JBGL Avignon, LLC
|
Texas
|
JBGL BF Development, LLC
|
Texas
|
JBGL Builder Finance LLC
|
Texas
|
JBGL Castle Pines Management, LLC
|
Texas
|
JBGL Castle Pines, LP
|
Texas
|
JBGL Chamdun, LLC
|
Georgia
|
JBGL Chateau, LLC
|
Texas
|
JBGL Exchange, LLC
|
Texas
|
JBGL Hawthorne, LLC
|
Texas
|
JBGL HH, LLC
|
Texas
|
JBGL Highlands Land, LLC
|
Georgia
|
Subsidiary
|
Jurisdiction
|
JBGL Highlands Lender, LLC
|
Georgia
|
JBGL Inwood LLC
|
Texas
|
JBGL Jamestown, LLC
|
Georgia
|
JBGL Kittyhawk, LLC
|
Texas
|
JBGL Lakeside, LLC
|
Texas
|
JBGL Land Fund, LLC
|
Georgia
|
JBGL Model Fund 1, LLC
|
Texas
|
JBGL Mustang LLC
|
Texas
|
JBGL Ownership LLC
|
Delaware
|
JBGL Vista, LLC
|
Texas
|
JBGL Willow Crest LLC
|
Texas
|
Johns Creek 206, LLC
|
Georgia
|
Normandy Homes - Alto Vista Irving, LLC
|
Texas
|
Normandy Homes Cottonwood Crossing, LLC
|
Texas
|
Normandy Homes Cypress Meadows, LLC
|
Texas
|
Normandy Homes Grand Park, LLC
|
Texas
|
Normandy Homes Lake Vista Coppell, LLC
|
Texas
|
Normandy Homes Lakeside, LLC
|
Texas
|
Normandy Homes Mustang Park, LLC
|
Texas
|
Normandy Homes Pecan Creek, LLC
|
Texas
|
Normandy Homes Viridian, LLC
|
Texas
|
Normandy Homes Twin Creeks, LLC
|
Texas
|
Normandy Homes, LLC
|
Texas
|
Oregon Trail Energy, LLC
|
Delaware
|
Pioneer Trail Energy, LLC
|
Delaware
|
Providence Luxury Homes, L.L.C.
|
Georgia
|
Southgate Homes - Suburban Living, LLC
|
Texas
|
Southgate Homes DFW LLC
|
Texas
|
Southgate Homes - Austin Waters, LLC
|
Texas
|
Southgate Homes - Angel Field, LLC
|
Texas
|
Southgate Homes - Canals, LLC
|
Texas
|
The Providence Group & Associates, L.L.C.
|
Georgia
|
The Providence Group at Jamestown II, L.L.C.
|
Georgia
|
The Providence Group of Florida, L.L.C.
|
Florida
|
The Providence Group of Georgia Custom Homes, L.L.C.
|
Georgia
|
The Providence Group of Georgia, L.L.C.
|
Georgia
|
The Providence Group Realty, L.L.C.
|
Georgia
|
TPG Development, L.L.C.
|
Georgia
|
TPG Homes at Abberley, L.L.C.
|
Georgia
|
TPG Homes at Bellmoore, L.L.C.
|
Georgia
|
TPG Homes at Crabapple, L.L.C.
|
Georgia
|
TPG Homes at Highlands, L.L.C.
|
Georgia
|
TPG Homes at Jamestown, L.L.C.
|
Georgia
|
TPG Homes at LaVista Walk, L.L.C.
|
Georgia
|
TPG Homes at Three Bridges, L.L.C.
|
Georgia
|
Subsidiary
|
Jurisdiction
|
TPG Homes at Whitfield Parc, L.L.C.
|
Georgia
|
TPG Homes of Florida, L.L.C.
|
Florida
|
TPG Homes, L.L.C.
|
Georgia
|
Wagon Wheel Energy, LLC
|
Delaware
|
1.
|
I have reviewed this Annual Report on Form 10-K of Green Brick Partners, Inc. for the fiscal year ended
December 31, 2015
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ James R. Brickman
|
Name:
|
James R. Brickman
|
Title:
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Green Brick Partners, Inc. for the fiscal year ended
December 31, 2015
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ Richard A. Costello
|
Name:
|
Richard A. Costello
|
Title:
|
Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ James R. Brickman
|
Name:
|
James R. Brickman
|
Title:
|
Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Richard A. Costello
|
Name:
|
Richard A. Costello
|
Title:
|
Chief Financial Officer
|