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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Green Brick Partners Inc | NASDAQ:GRBK | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 31.89 | 30.00 | 32.50 | 0 | 01:00:00 |
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Green Brick Partners, Inc.
|
Delaware
|
|
20-5952523
|
(State or other jurisdiction of incorporation)
|
|
(IRS Employer Identification Number)
|
2805 Dallas Pkwy, Ste 400
Plano, Texas 75093
|
|
(469) 573-6755
|
(Address of principal executive offices, including Zip Code)
|
|
(Registrant’s telephone number, including area code)
|
FINANCIAL INFORMATION
|
|
||
|
Item 1.
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
Item 2.
|
||
|
Item 3.
|
||
|
Item 4.
|
||
OTHER INFORMATION
|
|
||
|
Item 1.
|
||
|
Item1A.
|
||
|
Item 2.
|
||
|
Item 6.
|
||
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Assets
|
|||||||
Cash and cash equivalents
|
$
|
24,113
|
|
|
$
|
21,207
|
|
Restricted cash
|
1,544
|
|
|
94
|
|
||
Accounts receivable
|
2,186
|
|
|
3,314
|
|
||
Inventory
|
381,958
|
|
|
344,132
|
|
||
Property and equipment, net
|
846
|
|
|
802
|
|
||
Earnest money deposits
|
14,882
|
|
|
17,845
|
|
||
Deferred income tax assets, net
|
75,579
|
|
|
80,663
|
|
||
Other assets
|
4,778
|
|
|
5,819
|
|
||
Total assets
|
$
|
505,886
|
|
|
$
|
473,876
|
|
Liabilities and stockholders' equity
|
|||||||
Accounts payable
|
$
|
16,745
|
|
|
$
|
13,530
|
|
Accrued expenses
|
9,121
|
|
|
5,719
|
|
||
Customer and builder deposits
|
10,122
|
|
|
6,938
|
|
||
Obligations related to land not owned under option agreements
|
14,739
|
|
|
18,176
|
|
||
Borrowings on lines of credit
|
63,500
|
|
|
47,500
|
|
||
Notes payable
|
9,000
|
|
|
10,158
|
|
||
Total liabilities
|
123,227
|
|
|
102,021
|
|
||
Commitments and contingencies (Note 11)
|
—
|
|
|
—
|
|
||
Stockholders’ equity
|
|
|
|
||||
Green Brick Partners, Inc. stockholders’ equity
|
|
|
|
||||
Common shares, $0.01 par value: 100,000,000 shares authorized; 48,937,084 and 48,833,323 issued and outstanding as of June 30, 2016 and December 31, 2015, respectively
|
489
|
|
|
488
|
|
||
Additional paid-in capital
|
272,703
|
|
|
271,867
|
|
||
Retained earnings
|
97,014
|
|
|
87,177
|
|
||
Total Green Brick Partners, Inc. stockholders’ equity
|
370,206
|
|
|
359,532
|
|
||
Noncontrolling interests
|
12,453
|
|
|
12,323
|
|
||
Total stockholders’ equity
|
382,659
|
|
|
371,855
|
|
||
Total liabilities and stockholders’ equity
|
$
|
505,886
|
|
|
$
|
473,876
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Sale of residential units
|
$
|
93,732
|
|
|
$
|
60,369
|
|
|
$
|
160,360
|
|
|
$
|
110,030
|
|
Sale of land and lots
|
5,204
|
|
|
11,618
|
|
|
8,534
|
|
|
20,409
|
|
||||
Total revenues
|
98,936
|
|
|
71,987
|
|
|
168,894
|
|
|
130,439
|
|
||||
Cost of residential units
|
71,999
|
|
|
46,204
|
|
|
123,928
|
|
|
82,168
|
|
||||
Cost of land and lots
|
3,373
|
|
|
8,600
|
|
|
5,713
|
|
|
14,878
|
|
||||
Total cost of sales
|
75,372
|
|
|
54,804
|
|
|
129,641
|
|
|
97,046
|
|
||||
Total gross profit
|
23,564
|
|
|
17,183
|
|
|
39,253
|
|
|
33,393
|
|
||||
Salary expense
|
(6,745
|
)
|
|
(4,647
|
)
|
|
(12,919
|
)
|
|
(9,509
|
)
|
||||
Selling, general and administrative expense
|
(4,426
|
)
|
|
(3,376
|
)
|
|
(8,458
|
)
|
|
(6,315
|
)
|
||||
Operating profit
|
12,393
|
|
|
9,160
|
|
|
17,876
|
|
|
17,569
|
|
||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(281
|
)
|
||||
Depreciation and amortization expense
|
(65
|
)
|
|
(265
|
)
|
|
(121
|
)
|
|
(342
|
)
|
||||
Interest on direct financing leases income
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||
Other income, net
|
1,320
|
|
|
275
|
|
|
1,836
|
|
|
606
|
|
||||
Income before provision for income taxes
|
13,648
|
|
|
9,170
|
|
|
19,591
|
|
|
17,565
|
|
||||
Income tax provision
|
4,230
|
|
|
2,166
|
|
|
5,683
|
|
|
4,373
|
|
||||
Net income
|
9,418
|
|
|
7,004
|
|
|
13,908
|
|
|
13,192
|
|
||||
Less: net income attributable to noncontrolling interests
|
2,675
|
|
|
3,216
|
|
|
4,071
|
|
|
5,386
|
|
||||
Net income attributable to Green Brick Partners, Inc.
|
$
|
6,743
|
|
|
$
|
3,788
|
|
|
$
|
9,837
|
|
|
$
|
7,806
|
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Green Brick Partners, Inc. per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$0.14
|
|
$0.12
|
|
$0.20
|
|
$0.25
|
||||||||
Diluted
|
$0.14
|
|
$0.12
|
|
$0.20
|
|
$0.25
|
||||||||
Weighted average common shares used in the calculation of net income attributable to Green Brick Partners, Inc. per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
48,894
|
|
|
31,346
|
|
|
48,852
|
|
|
31,346
|
|
||||
Diluted
|
48,894
|
|
|
31,353
|
|
|
48,852
|
|
|
31,350
|
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
13,908
|
|
|
$
|
13,192
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization expense
|
121
|
|
|
342
|
|
||
Share-based compensation
|
834
|
|
|
196
|
|
||
Deferred income taxes, net
|
5,084
|
|
|
3,994
|
|
||
Changes in operating assets and liabilities
|
|
|
|
|
|
||
(Increase) decrease in restricted cash
|
(1,450
|
)
|
|
30
|
|
||
Decrease (increase) in accounts receivable
|
1,128
|
|
|
(62
|
)
|
||
Increase in inventory
|
(41,263
|
)
|
|
(28,097
|
)
|
||
Decrease (increase) in earnest money deposits
|
2,963
|
|
|
(2,265
|
)
|
||
Decrease (increase) in other assets
|
1,041
|
|
|
(1,317
|
)
|
||
Increase in accounts payable
|
3,215
|
|
|
1,052
|
|
||
Increase in accrued expenses
|
3,403
|
|
|
810
|
|
||
Increase in customer and builder deposits
|
3,184
|
|
|
457
|
|
||
Net cash used in operating activities
|
(7,832
|
)
|
|
(11,668
|
)
|
||
Cash flows from investing activities
|
|
|
|
||||
Proceeds from sale of investment in direct financing leases
|
—
|
|
|
2,768
|
|
||
Acquisition of property and equipment
|
(164
|
)
|
|
(432
|
)
|
||
Net cash (used in) provided by investing activities
|
(164
|
)
|
|
2,336
|
|
||
Cash flows from financing activities
|
|
|
|
||||
Borrowings from lines of credit
|
40,000
|
|
|
13,500
|
|
||
Proceeds from notes payable
|
—
|
|
|
2,676
|
|
||
Repayments of lines of credit
|
(24,000
|
)
|
|
(7,061
|
)
|
||
Repayments of notes payable
|
(1,157
|
)
|
|
(3,004
|
)
|
||
Contributions from noncontrolling interests
|
2,351
|
|
|
87
|
|
||
Distributions to noncontrolling interests
|
(6,292
|
)
|
|
(2,673
|
)
|
||
Net cash provided by financing activities
|
10,902
|
|
|
3,525
|
|
||
Net increase (decrease) in cash and cash equivalents
|
2,906
|
|
|
(5,807
|
)
|
||
Cash and cash equivalents at beginning of period
|
21,207
|
|
|
22,651
|
|
||
Cash and cash equivalents at end of period
|
$
|
24,113
|
|
|
$
|
16,844
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid for interest, net of capitalized interest
|
$
|
—
|
|
|
$
|
3,046
|
|
Cash paid for taxes
|
$
|
706
|
|
|
$
|
914
|
|
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
||||
Decrease in land not owned under option agreements
|
$
|
3,263
|
|
|
$
|
1,429
|
|
Out-of-period equity adjustment
|
$
|
—
|
|
|
$
|
1,933
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Basic net income attributable to Green Brick Partners, Inc. per share
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Green Brick Partners, Inc. —basic
|
$
|
6,743
|
|
|
$
|
3,788
|
|
|
$
|
9,837
|
|
|
$
|
7,806
|
|
Weighted-average number of shares outstanding —basic
|
48,894
|
|
|
31,346
|
|
|
48,852
|
|
|
31,346
|
|
||||
Basic net income attributable to Green Brick Partners, Inc. per share
|
$
|
0.14
|
|
|
$
|
0.12
|
|
|
$
|
0.20
|
|
|
$
|
0.25
|
|
Diluted net income attributable to Green Brick Partners, Inc. per share
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Green Brick Partners, Inc. —diluted
|
$
|
6,743
|
|
|
$
|
3,788
|
|
|
$
|
9,837
|
|
|
$
|
7,806
|
|
Weighted-average number of shares used to compute basic net income attributable to Green Brick Partners, Inc.
|
48,894
|
|
|
31,346
|
|
|
48,852
|
|
|
31,346
|
|
||||
Dilutive effect of stock options and restricted stock awards
|
—
|
|
|
7
|
|
|
—
|
|
|
4
|
|
||||
Weighted-average number of shares outstanding —diluted
|
48,894
|
|
|
31,353
|
|
|
48,852
|
|
|
31,350
|
|
||||
Diluted net income attributable to Green Brick Partners, Inc. per share
|
$
|
0.14
|
|
|
$
|
0.12
|
|
|
$
|
0.20
|
|
|
$
|
0.25
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Antidilutive options to purchase common stock and restricted stock awards
|
150
|
|
|
42
|
|
|
223
|
|
|
100
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Completed home inventory and residential lots held for sale
|
$
|
115,492
|
|
|
$
|
85,342
|
|
Work in process
|
247,641
|
|
|
236,383
|
|
||
Undeveloped land
|
5,874
|
|
|
6,193
|
|
||
Land not owned under option agreements
|
12,951
|
|
|
16,214
|
|
||
Total Inventory
|
$
|
381,958
|
|
|
$
|
344,132
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Interest capitalized at beginning of period
|
$
|
8,791
|
|
|
$
|
7,218
|
|
|
$
|
9,085
|
|
|
$
|
3,713
|
|
Interest incurred
|
817
|
|
|
3,548
|
|
|
1,525
|
|
|
7,348
|
|
||||
Interest charged to cost of sales
|
(699
|
)
|
|
(912
|
)
|
|
(1,701
|
)
|
|
(926
|
)
|
||||
Interest charged to interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(281
|
)
|
||||
Interest capitalized at end of period
|
$
|
8,909
|
|
|
$
|
9,854
|
|
|
$
|
8,909
|
|
|
$
|
9,854
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Promissory note to Inwood National Bank (“Inwood”):
|
|
|
|
||||
Revolving credit facility
(1)
|
$
|
23,500
|
|
|
$
|
17,500
|
|
Unsecured revolving credit facility
(2)
|
40,000
|
|
|
30,000
|
|
||
Total lines of credit
|
$
|
63,500
|
|
|
$
|
47,500
|
|
|
(1)
|
On
July 30, 2015
, the Company replaced its 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, Texas, and Carrollton, Texas. The maturity date for the new revolving credit facility is
July 30, 2017
. The costs associated with the new revolving credit facility of
$0.4 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 using the straight line method
. 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.
|
(2)
|
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 is 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 lenders and the satisfaction of certain other terms and conditions. Citibank, N.A. and Credit Suisse AG, Cayman Islands Branch have initially committed to provide
$25.0 million
and
$15.0 million
, respectively.
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Note payable to unrelated third party:
|
|
|
|
||||
Briar Ridge Investments, LTD
(1)
|
$
|
9,000
|
|
|
$
|
9,000
|
|
Lyons Equities, Inc. Trustee
(2)
|
—
|
|
|
988
|
|
||
Subordinated Lot Notes
(3)
|
—
|
|
|
170
|
|
||
Total notes payable
|
$
|
9,000
|
|
|
$
|
10,158
|
|
|
(1)
|
On December 13, 2013, a subsidiary of JBGL signed a promissory note for
$9.0 million
maturing at December 13, 2017, bearing interest at
6.0%
per annum and collateralized by land purchased in Allen, Texas. Accrued interest at
June 30, 2016
was
$0
.
|
(2)
|
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, Texas. The note was paid off during May 2016.
|
(3)
|
Subsidiaries of the Company purchased lots under various agreements from unrelated third parties. The sellers of these lots had subordinated a percentage of the lot purchase price to various construction loans of subsidiaries of the Company’s construction loans. Notes were signed in relation to the subordination bearing interest at between
8.0%
and
14.0%
, collateralized by liens on the homes built on each lot. The sellers released their lien upon payment of principle plus accrued interest at the closing of each individual home to a third party buyer. The subordinated lot notes were paid off during the three months ended March 31, 2016.
|
|
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, 2014
|
31,346,084
|
|
|
$
|
313
|
|
|
$
|
101,626
|
|
|
$
|
69,919
|
|
|
$
|
171,858
|
|
|
$
|
9,739
|
|
|
$
|
181,597
|
|
Share-based compensation
|
—
|
|
|
—
|
|
|
155
|
|
|
—
|
|
|
155
|
|
|
—
|
|
|
155
|
|
||||||
Issuance of common stock under 2014 Equity Plan
|
22,908
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of deferred share-based compensation
|
—
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
41
|
|
||||||
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|
87
|
|
||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,673
|
)
|
|
(2,673
|
)
|
||||||
Out of period adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
1,933
|
|
|
1,933
|
|
|
—
|
|
|
1,933
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
7,806
|
|
|
7,806
|
|
|
5,386
|
|
|
13,192
|
|
||||||
Balance at June 30, 2015
|
31,368,992
|
|
|
$
|
313
|
|
|
$
|
101,822
|
|
|
$
|
79,658
|
|
|
$
|
181,793
|
|
|
$
|
12,539
|
|
|
$
|
194,332
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2015
|
48,833,323
|
|
|
$
|
488
|
|
|
$
|
271,867
|
|
|
$
|
87,177
|
|
|
$
|
359,532
|
|
|
$
|
12,323
|
|
|
$
|
371,855
|
|
Share-based compensation
|
—
|
|
|
—
|
|
|
219
|
|
|
—
|
|
|
219
|
|
|
—
|
|
|
219
|
|
||||||
Issuance of common stock under 2014 Equity Plan
|
103,761
|
|
|
1
|
|
|
490
|
|
|
—
|
|
|
491
|
|
|
—
|
|
|
491
|
|
||||||
Amortization of deferred share-based compensation
|
—
|
|
|
—
|
|
|
127
|
|
|
—
|
|
|
127
|
|
|
—
|
|
|
127
|
|
||||||
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,351
|
|
|
2,351
|
|
||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,292
|
)
|
|
(6,292
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
9,837
|
|
|
9,837
|
|
|
4,071
|
|
|
13,908
|
|
||||||
Balance at June 30, 2016
|
48,937,084
|
|
|
$
|
489
|
|
|
$
|
272,703
|
|
|
$
|
97,014
|
|
|
$
|
370,206
|
|
|
$
|
12,453
|
|
|
$
|
382,659
|
|
|
Number of Shares (in thousands)
|
|
Weighted Average Grant Date Fair Value per Share
|
|||
Nonvested, December 31, 2015
|
23
|
|
|
$
|
8.73
|
|
Granted
|
104
|
|
|
$
|
7.47
|
|
Vested
|
(89
|
)
|
|
$
|
7.78
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
Nonvested, June 30, 2016
|
38
|
|
|
$
|
7.51
|
|
|
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, 2015
|
500
|
|
|
$
|
7.49
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options outstanding, June 30, 2016
|
500
|
|
|
$
|
7.49
|
|
|
8.32
|
|
$
|
—
|
|
Options exercisable, June 30, 2016
|
100
|
|
|
$
|
7.49
|
|
|
8.32
|
|
$
|
—
|
|
|
Number of Shares (in thousands)
|
|
Weighted Average Per Share Grant Date Fair Value
|
|||
Unvested, December 31, 2015
|
400
|
|
|
$
|
2.88
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
Unvested, June 30, 2016
|
400
|
|
|
$
|
2.88
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Builder Operations
|
|
|
|
|
|
|
|
|
|||||||
Texas
|
$
|
47,106
|
|
|
$
|
34,059
|
|
|
$
|
80,686
|
|
|
$
|
63,147
|
|
Georgia
|
46,626
|
|
|
26,310
|
|
|
79,674
|
|
|
46,883
|
|
||||
Land Development
|
5,204
|
|
|
11,618
|
|
|
8,534
|
|
|
20,409
|
|
||||
|
$
|
98,936
|
|
|
$
|
71,987
|
|
|
$
|
168,894
|
|
|
$
|
130,439
|
|
Gross profit:
|
|
|
|
|
|
|
|
||||||||
Builder Operations
|
|
|
|
|
|
|
|
||||||||
Texas
|
$
|
11,083
|
|
|
$
|
7,723
|
|
|
$
|
18,921
|
|
|
$
|
15,444
|
|
Georgia
|
10,650
|
|
|
6,442
|
|
|
17,511
|
|
|
12,418
|
|
||||
Land Development
|
1,831
|
|
|
3,018
|
|
|
2,821
|
|
|
5,531
|
|
||||
|
$
|
23,564
|
|
|
$
|
17,183
|
|
|
$
|
39,253
|
|
|
$
|
33,393
|
|
|
|
|
|
|
|
|
|
||||||||
|
June 30, 2016
|
|
December 31, 2015
|
|
|
|
|
||||||||
Inventory:
|
|
|
|
|
|
|
|
||||||||
Builder Operations
|
|
|
|
|
|
|
|
||||||||
Texas
|
$
|
78,151
|
|
|
$
|
60,768
|
|
|
|
|
|
||||
Georgia
|
179,038
|
|
|
158,623
|
|
|
|
|
|
||||||
Land Development
|
124,769
|
|
|
124,741
|
|
|
|
|
|
||||||
|
$
|
381,958
|
|
|
$
|
344,132
|
|
|
|
|
|
•
|
cyclicality in the homebuilding industry and adverse changes in general economic conditions;
|
•
|
fluctuations and cycles in value of, and demand for, real estate investments;
|
•
|
significant inflation or deflation;
|
•
|
the unavailability of subcontractors;
|
•
|
labor and raw material shortages and price fluctuations;
|
•
|
the failure to recruit, retain and develop highly skilled and competent employees;
|
•
|
an inability to acquire undeveloped land, partially-finished developed lots and finished lots suitable for residential homebuilding at reasonable prices;
|
•
|
an inability to develop communities successfully or within expected timeframes;
|
•
|
an inability to sell properties in response to changing economic, financial and investment conditions;
|
•
|
risks related to participating in the homebuilding business through controlled homebuilding subsidiaries;
|
•
|
risks relating to buy-sell provisions in the operating agreements governing two builder subsidiaries;
|
•
|
risks related to geographic concentration;
|
•
|
risks related to government regulation;
|
•
|
the interpretation of or changes to tax, labor and environmental laws;
|
•
|
the timing of receipt of regulatory approvals and of the opening of projects;
|
•
|
fluctuations in the market value of land, building lots and housing inventories;
|
•
|
volatility of mortgage interest rates;
|
•
|
the unavailability of mortgage financing;
|
•
|
the number of foreclosures in our markets;
|
•
|
interest rate increases or adverse changes in federal lending programs;
|
•
|
increases in unemployment or underemployment;
|
•
|
any limitation on, or reduction or elimination of, tax benefits associated with owning a home;
|
•
|
the occurrence of severe weather or natural disasters;
|
•
|
high cancellation rates;
|
•
|
competition in the homebuilding, land development and financial services industries;
|
•
|
risks related to future growth through strategic investments, joint ventures, partnerships and/or acquisitions;
|
•
|
the inability to obtain suitable bonding for the development of housing projects;
|
•
|
difficulty in obtaining sufficient capital;
|
•
|
risks related to environmental laws and regulations;
|
•
|
the occurrence of a major health and safety incident;
|
•
|
poor relations with the residents of our communities;
|
•
|
information technology failures and data security breaches;
|
•
|
product liability claims, litigation and warranty claims;
|
•
|
the seasonality of the homebuilding industry;
|
•
|
utility and resource shortages or rate fluctuations;
|
•
|
the failure of employees or other representatives to comply with applicable regulations and guidelines;
|
•
|
future litigation, arbitration or other claims;
|
•
|
uninsured losses or losses in excess of insurance limits;
|
•
|
cost and availability of insurance and surety bonds;
|
•
|
volatility and uncertainty in the credit markets and broader financial markets;
|
•
|
availability, terms and deployment of capital including with respect to the timing and size of share repurchases, acquisitions, joint ventures and other strategic actions;
|
•
|
our debt and related service obligations;
|
•
|
required accounting changes;
|
•
|
an inability to maintain effective internal control over financial reporting; and
|
•
|
other risks and uncertainties inherent in our business including those described Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2015
.
|
Our Controlled Builders
|
|
Year
Formed
|
|
Market
|
|
Products Offered
|
|
Prices Ranges
|
The Providence Group of Georgia L.L.C. (“TPG”)
|
|
2011
|
|
Atlanta
|
|
Townhomes
|
|
$270,000 to $600,000
|
Single family
|
$330,000 to $1.4 million
|
|||||||
Luxury homes
|
$1.2 million to $3.0 million
|
|||||||
CB JENI Homes DFW LLC (“CB JENI”)
|
|
2012
|
|
Dallas
|
|
Townhomes
|
|
$220,000 to $420,000
|
Single family
|
$300,000 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
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Sale of residential units
|
$
|
93,732
|
|
|
$
|
60,369
|
|
|
$
|
160,360
|
|
|
$
|
110,030
|
|
Sale of land and lots
|
5,204
|
|
|
11,618
|
|
|
8,534
|
|
|
20,409
|
|
||||
Total revenues
|
98,936
|
|
|
71,987
|
|
|
168,894
|
|
|
130,439
|
|
||||
Cost of residential units
|
71,999
|
|
|
46,204
|
|
|
123,928
|
|
|
82,168
|
|
||||
Cost of land and lots
|
3,373
|
|
|
8,600
|
|
|
5,713
|
|
|
14,878
|
|
||||
Total cost of sales
|
75,372
|
|
|
54,804
|
|
|
129,641
|
|
|
97,046
|
|
||||
Total gross profit
|
23,564
|
|
|
17,183
|
|
|
39,253
|
|
|
33,393
|
|
||||
Salary expense
|
(6,745
|
)
|
|
(4,647
|
)
|
|
(12,919
|
)
|
|
(9,509
|
)
|
||||
Selling, general and administrative expense
|
(4,426
|
)
|
|
(3,376
|
)
|
|
(8,458
|
)
|
|
(6,315
|
)
|
||||
Operating profit
|
12,393
|
|
|
9,160
|
|
|
17,876
|
|
|
17,569
|
|
||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(281
|
)
|
||||
Other income, net
|
1,255
|
|
|
10
|
|
|
1,715
|
|
|
277
|
|
||||
Income before provision for income taxes
|
13,648
|
|
|
9,170
|
|
|
19,591
|
|
|
17,565
|
|
||||
Income tax provision
|
4,230
|
|
|
2,166
|
|
|
5,683
|
|
|
4,373
|
|
||||
Net income
|
9,418
|
|
|
7,004
|
|
|
13,908
|
|
|
13,192
|
|
||||
Less: net income attributable to noncontrolling interests
|
2,675
|
|
|
3,216
|
|
|
4,071
|
|
|
5,386
|
|
||||
Net income attributable to Green Brick Partners, Inc.
|
$
|
6,743
|
|
|
$
|
3,788
|
|
|
$
|
9,837
|
|
|
$
|
7,806
|
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Green Brick Partners, Inc. per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$0.14
|
|
$0.12
|
|
$0.20
|
|
$0.25
|
||||||||
Diluted
|
$0.14
|
|
$0.12
|
|
$0.20
|
|
$0.25
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares used in the calculation of net income attributable to Green Brick Partners, Inc. per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
48,894
|
|
|
31,346
|
|
|
48,852
|
|
|
31,346
|
|
||||
Diluted
|
48,894
|
|
|
31,353
|
|
|
48,852
|
|
|
31,350
|
|
|
|
Three Months Ended June 30,
|
|
Increase (Decrease)
|
||||||||||
New Home Orders & Backlog
|
|
2016
|
|
2015
|
|
Change
|
|
%
|
||||||
Net new home orders
|
|
239
|
|
|
169
|
|
|
70
|
|
|
41.4%
|
|||
Number of cancellations
|
|
38
|
|
|
34
|
|
|
4
|
|
|
11.8%
|
|||
Cancellation rate
|
|
13.7
|
%
|
|
16.7
|
%
|
|
(3.0
|
)%
|
|
(18.0)%
|
|||
Average selling communities
|
|
46
|
|
|
39
|
|
|
7
|
|
|
17.9%
|
|||
Selling communities at end of period
|
|
48
|
|
|
43
|
|
|
5
|
|
|
11.6%
|
|||
Backlog ($ in thousands)
|
|
$
|
140,343
|
|
|
$
|
102,401
|
|
|
$
|
37,942
|
|
|
37.1%
|
Backlog (units)
|
|
307
|
|
|
249
|
|
|
58
|
|
|
23.3%
|
|||
Average sales price of backlog
|
|
$
|
457,143
|
|
|
$
|
411,249
|
|
|
$
|
45,894
|
|
|
11.2%
|
|
|
Three Months Ended June 30,
|
|
Increase (Decrease)
|
||||||||||
New Homes Delivered and Home Sales Revenue
|
|
2016
|
|
2015
|
|
Change
|
|
%
|
||||||
New homes delivered
|
|
212
|
|
|
162
|
|
|
50
|
|
|
30.9%
|
|||
Home sales revenue ($ in thousands)
|
|
$
|
93,732
|
|
|
$
|
60,369
|
|
|
$
|
33,363
|
|
|
55.3%
|
Average sales price of home delivered
|
|
$
|
442,132
|
|
|
$
|
372,648
|
|
|
$
|
69,484
|
|
|
18.6%
|
|
|
Three Months Ended June 30,
|
||||||||||||
Homebuilding ($ in thousands)
|
|
2016
|
|
%
|
|
2015
|
|
%
|
||||||
Home sales revenue
|
|
$
|
93,732
|
|
|
100.0
|
%
|
|
$
|
60,369
|
|
|
100.0
|
%
|
Cost of home sales
|
|
$
|
71,999
|
|
|
76.8
|
%
|
|
$
|
46,204
|
|
|
76.5
|
%
|
Homebuilding gross margin
|
|
$
|
21,733
|
|
|
23.2
|
%
|
|
$
|
14,165
|
|
|
23.5
|
%
|
($ in thousands)
|
|
Three Months Ended June 30,
|
|
As Percentage of Related Revenue
|
||||||||||
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Land development
|
|
$
|
54
|
|
|
$
|
213
|
|
|
1.0
|
%
|
|
1.8
|
%
|
Builder operations
|
|
$
|
6,691
|
|
|
$
|
4,434
|
|
|
7.1
|
%
|
|
7.3
|
%
|
($ in thousands)
|
|
Three Months Ended June 30,
|
|
As Percentage of Related Revenue
|
||||||||||
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Land development
|
|
$
|
300
|
|
|
$
|
471
|
|
|
5.8
|
%
|
|
4.1
|
%
|
Builder operations
|
|
$
|
4,126
|
|
|
$
|
2,905
|
|
|
4.4
|
%
|
|
4.8
|
%
|
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||
New Home Orders & Backlog
|
|
2016
|
|
2015
|
|
Change
|
|
%
|
|||
Net new home orders
|
|
479
|
|
|
347
|
|
|
132
|
|
|
38.0%
|
Number of cancellations
|
|
65
|
|
|
60
|
|
|
5
|
|
|
8.3%
|
Cancellation rate
|
|
11.9
|
%
|
|
14.7
|
%
|
|
(2.8
|
)%
|
|
(19.0)%
|
Average selling communities
|
|
46
|
|
|
37
|
|
|
9
|
|
|
24.3%
|
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
||||||||||
New Homes Delivered and Home Sales Revenue
|
|
2016
|
|
2015
|
|
Change
|
|
%
|
||||||
New homes delivered
|
|
373
|
|
|
307
|
|
|
66
|
|
|
21.5%
|
|||
Home sales revenue ($ in thousands)
|
|
$
|
160,360
|
|
|
$
|
110,030
|
|
|
$
|
50,330
|
|
|
45.7%
|
Average sales price of home delivered
|
|
$
|
429,920
|
|
|
$
|
358,404
|
|
|
$
|
71,516
|
|
|
20.0%
|
|
|
Six Months Ended June 30,
|
||||||||||||
Homebuilding ($ in thousands)
|
|
2016
|
|
%
|
|
2015
|
|
%
|
||||||
Home sales revenue
|
|
$
|
160,360
|
|
|
100.0
|
%
|
|
$
|
110,030
|
|
|
100.0
|
%
|
Cost of home sales
|
|
$
|
123,928
|
|
|
77.3
|
%
|
|
$
|
82,168
|
|
|
74.7
|
%
|
Homebuilding gross margin
|
|
$
|
36,432
|
|
|
22.7
|
%
|
|
$
|
27,862
|
|
|
25.3
|
%
|
($ in thousands)
|
|
Six Months Ended June 30,
|
|
As Percentage of Related Revenue
|
||||||||||
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Land development
|
|
$
|
109
|
|
|
$
|
537
|
|
|
1.3
|
%
|
|
2.6
|
%
|
Builder operations
|
|
$
|
12,810
|
|
|
$
|
8,972
|
|
|
8.0
|
%
|
|
8.2
|
%
|
($ in thousands)
|
|
Six Months Ended June 30,
|
|
As Percentage of Related Revenue
|
||||||||||
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Land development
|
|
$
|
527
|
|
|
$
|
731
|
|
|
6.2
|
%
|
|
3.6
|
%
|
Builder operations
|
|
$
|
7,931
|
|
|
$
|
5,584
|
|
|
4.9
|
%
|
|
5.1
|
%
|
|
June 30, 2016
|
|
December 31, 2015
|
||
Lots Owned
(1)
|
|
|
|
||
Texas
|
2,521
|
|
|
2,659
|
|
Georgia
|
1,222
|
|
|
991
|
|
Total
|
3,743
|
|
|
3,650
|
|
Lots Controlled
(1)(2)
|
|
|
|
||
Texas
|
285
|
|
|
326
|
|
Georgia
|
459
|
|
|
758
|
|
Total
|
744
|
|
|
1,084
|
|
|
|
|
|
||
Total Lots Owned and Controlled
(1)
|
4,487
|
|
|
4,734
|
|
|
(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
six
months ended
June 30, 2016
was
$7.8 million
, compared to net cash used of
$11.7 million
during the
six
months ended
June 30, 2015
. The change was primarily attributable to (a) changes in working capital associated with (i) earnest money deposits, as earnest money deposits decreased by
16.6%
for the
six
months ended
June 30, 2016
, compared to an increase of
33.9%
during the
six
months ended
June 30, 2015
, (ii) customer and builder deposits, as customer and builder deposits increased
45.9%
for the
six
months ended
June 30, 2016
, compared to an increase of
4.7%
during the
six
months ended
June 30, 2015
, (iii) accrued expenses, as accrued expense increased by
59.5%
for the
six
months ended
June 30, 2016
, compared to an increase of
7.2%
during the
six
months ended
June 30, 2015
, and (iv) other assets, as other assets decreased by
17.9%
for the
six
months ended
June 30, 2016
, compared to an increase of
61.5%
during the
six
months ended
June 30, 2015
, partially offset by (b) inventory, as inventory increased by
11.0%
for the
six
months ended
June 30, 2016
, compared to a
9.7%
increase in inventory for the
six
months ended
June 30, 2015
.
|
•
|
Investing activities.
Net cash used in investing activities for the
six
months ended
June 30, 2016
was
$0.2 million
, compared to net cash provided of
$2.3 million
during the
six
months ended
June 30, 2015
. The change was primarily due to a decrease in proceeds from investment in direct financing leases for the
six
months ended
June 30, 2016
.
|
•
|
Financing activities.
Net cash provided by financing activities for the
six
months ended
June 30, 2016
was
$10.9 million
, compared to net cash provided of
$3.5 million
during the
six
months ended
June 30, 2015
. The change was primarily due to an increase in line of credit borrowings and proceeds from notes payable of
$23.8 million
, partially offset by an increase in repayments of notes payable and line of credit of
$15.1 million
during the
six
months ended
June 30, 2016
.
|
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(1)
|
|
Maximum Number of Shares That May Yet Be Purchased Under Plans or Programs
(1)
|
|||||
April 1 - April 30, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
1,000
|
|
May 1 - May 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
1,000
|
|
June 1 - June 30, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
1,000
|
|
Total
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
1,000
|
|
|
(1)
|
Our share repurchase program was approved by our Board of Directors in March 2016 and allows us to repurchase up to
1,000,000
shares of our common stock through
2017
or a determination by the Board to discontinue the repurchase program. The share repurchase program does not obligate us to acquire any specific number of shares.
|
Number
|
|
Description
|
10.1
|
|
First Amendment to Loan Agreement, dated as of May 3, 2016, by and among Green Brick Partners, Inc., Inwood National Bank, JBGL Mustang, LLC, JBGL Exchange, LLC, JBGL Chateau, LLC, Johns Creek 206, LLC, GRBK Frisco LLC and JBGL Builder Finance, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed May 9, 2016).
|
10.2
|
|
First Modification of Promissory Note, dated as of May 3, 2016 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed May 9, 2016).
|
10.3
|
|
Guaranty Agreement, dated as of May 3, 2016, by GRBK Frisco LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed May 9, 2016).
|
10.4
|
|
Deed of Trust and Security Agreement, dated as of May 3, 2016, by GRBK Frisco 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 May 9, 2016).
|
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).
|
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.
|
|
GREEN BRICK PARTNERS, INC.
|
|
/s/ James R. Brickman
|
|
By: James R. Brickman
|
|
Its: Chief Executive Officer
|
|
|
|
/s/ Richard A. Costello
|
|
By: Richard A. Costello
|
|
Its: Chief Financial Officer
|
1 Year Green Brick Partners Chart |
1 Month Green Brick Partners Chart |
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