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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
|
ANNUAL 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)
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Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, par value $0.01 per share
|
|
The Nasdaq Stock Market LLC
|
Preferred Stock Purchase Rights
|
|
The Nasdaq Stock Market LLC
|
|
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||
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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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•
|
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 in Item 1A. “Risk Factors.”
|
Our Controlled Builders
|
|
Year
Formed
|
|
Market
|
|
Products Offered
|
|
Prices Ranges
|
The Providence Group of Georgia L.L.C. (“TPG”)
|
|
2011
|
|
Atlanta
|
|
Townhomes
|
|
$280,000 to $600,000
|
Single family
|
$320,000 to $1.2 million
|
|||||||
CB JENI Homes DFW LLC (“CB JENI”)
|
|
2012
|
|
Dallas
|
|
Townhomes
|
|
$230,000 to $400,000
|
Single family
|
$340,000 to $700,000
|
|||||||
Centre Living Homes, LLC (“Centre Living”)
|
|
2012
|
|
Dallas
|
|
Townhomes
|
|
$350,000 to more than $1.5 million
|
Contractor on luxury homes
|
Up to $2.5 million
|
|||||||
Southgate Homes DFW LLC (“Southgate”)
|
|
2013
|
|
Dallas
|
|
Luxury homes
|
|
$560,000 to $1.3 million
|
|
|
Years Ended December 31,
|
|
Increase (Decrease)
|
|
Years Ended December 31,
|
|
Increase (Decrease)
|
||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
Amount
|
|
%
|
|
2015
|
|
2014
|
|
Amount
|
|
%
|
||||||||||||||
New homes delivered
|
|
844
|
|
|
655
|
|
|
189
|
|
|
28.9
|
%
|
|
655
|
|
|
587
|
|
|
68
|
|
|
11.6
|
%
|
||||||
Home sales revenue (dollars in thousands)
|
|
$
|
365,164
|
|
|
$
|
254,267
|
|
|
$
|
110,897
|
|
|
43.6
|
%
|
|
$
|
254,267
|
|
|
$
|
200,650
|
|
|
$
|
53,617
|
|
|
26.7
|
%
|
Average sales price of home delivered
|
|
$
|
432,659
|
|
|
$
|
388,194
|
|
|
$
|
44,465
|
|
|
11.5
|
%
|
|
$
|
388,194
|
|
|
$
|
341,823
|
|
|
$
|
46,371
|
|
|
13.6
|
%
|
Lot sales revenue (dollars in thousands)
|
|
$
|
15,164
|
|
|
$
|
36,878
|
|
|
$
|
(21,714
|
)
|
|
(58.9
|
)%
|
|
$
|
36,878
|
|
|
$
|
45,452
|
|
|
$
|
(8,574
|
)
|
|
(18.9
|
)%
|
Projects
|
|
Year of
First
Delivery
(1)
|
|
Total
Number of
Homes in
Project
(2)
|
|
Cumulative
Units Closed
as of
December 31, 2016
|
|
Backlog at
December 31, 2016
|
|
Lots as of December 31, 2016
|
|
Sales
Price Range
(in thousands)
|
|
Home Size
Range
(sq. ft.)
|
||||
Texas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
CB JENI Frisco Springs
|
|
2018
|
|
105
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|
TBD
|
|
TBD
|
CB JENI Grand Canal THs
|
|
2015
|
|
58
|
|
|
52
|
|
|
1
|
|
|
5
|
|
|
$310 - $430
|
|
1,700 - 2,600
|
CB JENI Heritage Creekside
|
|
2017
|
|
105
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|
$290 - $340
|
|
1,900 - 2,100
|
CB JENI Hometown
|
|
2016
|
|
34
|
|
|
17
|
|
|
11
|
|
|
6
|
|
|
$260 - $370
|
|
1,700 - 2,300
|
CB JENI Los Rios, LLC
|
|
2016
|
|
98
|
|
|
23
|
|
|
15
|
|
|
60
|
|
|
$250 - $330
|
|
1,400 - 2,100
|
CB JENI McKinney Ranch, LLC
|
|
2016
|
|
71
|
|
|
8
|
|
|
3
|
|
|
60
|
|
|
$230 - $290
|
|
1,500 - 2,000
|
CB JENI Montgomery Ridge
|
|
2017
|
|
32
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
$270 - $370
|
|
1,700 - 2,600
|
CB JENI Mustang Park LLC TH
|
|
2014
|
|
177
|
|
|
113
|
|
|
6
|
|
|
58
|
|
|
$270 - $380
|
|
1,500 - 2,300
|
CB JENI Raiford Road
|
|
2015
|
|
53
|
|
|
48
|
|
|
5
|
|
|
—
|
|
|
$270 - $370
|
|
1,700 - 2,600
|
CB JENI Ridgeview Townhomes
|
|
2018
|
|
91
|
|
|
—
|
|
|
—
|
|
|
91
|
|
|
TBD
|
|
TBD
|
CB JENI Sloan Creek
|
|
2017
|
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
$260 - $360
|
|
1,400 - 2,100
|
CB JENI Spicewood
|
|
2018
|
|
82
|
|
|
—
|
|
|
—
|
|
|
82
|
|
|
TBD
|
|
TBD
|
CB JENI Stacy Crossing, LLC
|
|
2016
|
|
145
|
|
|
22
|
|
|
9
|
|
|
114
|
|
|
$260 - $360
|
|
1,500 - 2,300
|
CB JENI Stonegate, LLC
|
|
2016
|
|
79
|
|
|
—
|
|
|
4
|
|
|
75
|
|
|
$260 - $320
|
|
1,500 - 2,000
|
CB JENI Sunset Pointe
|
|
2018
|
|
114
|
|
|
—
|
|
|
—
|
|
|
114
|
|
|
TBD
|
|
TBD
|
CB JENI Viridian LLC
|
|
2013
|
|
278
|
|
|
131
|
|
|
23
|
|
|
124
|
|
|
$230 - $310
|
|
1,500 - 2,000
|
CB JENI/Normandy Southgate
|
|
2018
|
|
150
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|
TBD
|
|
TBD
|
Centre Living Homes Caddo Center
|
|
2017
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
$320 - $350
|
|
1,400
|
Centre Living Homes Fort Worth Avenue
|
|
2018
|
|
58
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
TBD
|
|
TBD
|
Centre Living Homes Live Oak Landings
|
|
2017
|
|
26
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
$425 - $475
|
|
1,450 - 1,850
|
Centre Living Homes Residences at Cityline
|
|
2017
|
|
32
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
$525 - $650
|
|
2,700 - 3,300
|
Centre Living Homes Roseland Avenue
|
|
2018
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
TBD
|
|
TBD
|
Centre Living Homes Ross Avenue Heights
|
|
2017
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
$575 - $600
|
|
2,400
|
Centre Living Homes Scurry Street
|
|
2018
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
TBD
|
|
TBD
|
Centre Living Homes Swiss & Haskell
|
|
2018
|
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
TBD
|
|
TBD
|
Centre Living Homes Westside Manor
|
|
2017
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
$1,100 - $1,500
|
|
3,000 - 4,000
|
Normandy Cottonwood Crossing
|
|
2015
|
|
47
|
|
|
38
|
|
|
7
|
|
|
2
|
|
|
$300 - $460
|
|
1,800 - 3,450
|
Normandy Cypress Meadows LLC
|
|
2014
|
|
140
|
|
|
66
|
|
|
7
|
|
|
67
|
|
|
$470 - $700
|
|
2,700 - 4,400
|
Normandy Edgewood
|
|
2018
|
|
46
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
TBD
|
|
TBD
|
Normandy Homes Viridian LLC
|
|
2014
|
|
66
|
|
|
36
|
|
|
—
|
|
|
30
|
|
|
$310 - $330
|
|
2,100 - 2,400
|
Normandy Lakeside, LLC
|
|
2014
|
|
76
|
|
|
75
|
|
|
—
|
|
|
1
|
|
|
$375 - $700
|
|
2,200 - 4,400
|
Normandy Mustang SF
|
|
2015
|
|
83
|
|
|
37
|
|
|
14
|
|
|
32
|
|
|
$410 - $700
|
|
2,200 - 4,400
|
Normandy Twin Creeks
|
|
2016
|
|
72
|
|
|
23
|
|
|
10
|
|
|
39
|
|
|
$350 - $500
|
|
1,800 - 3,450
|
Normandy Watters Branch
|
|
2017
|
|
48
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
$400 - $550
|
|
2,000 - 3,800
|
Southgate
|
|
2013
|
|
54
|
|
|
50
|
|
|
4
|
|
|
—
|
|
|
$640 - $870
|
|
3,300 - 4,660
|
Southgate - Parker/Southgate Ranch
|
|
2018
|
|
32
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
TBD
|
|
TBD
|
Southgate Angel Field West
|
|
2016
|
|
62
|
|
|
16
|
|
|
10
|
|
|
36
|
|
|
$560 - $760
|
|
3,400 - 4,500
|
Southgate Bethany Mews
|
|
2016
|
|
4
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
$770 - $790
|
|
3,900 - 3,925
|
Southgate Bluffs at Austin Waters
|
|
2016
|
|
69
|
|
|
26
|
|
|
11
|
|
|
32
|
|
|
$560 - $880
|
|
3,100 - 4,400
|
Projects
|
|
Year of
First Delivery (1) |
|
Total
Number of Homes in Project (2) |
|
Cumulative
Units Closed as of December 31, 2016 |
|
Backlog at
December 31, 2016 |
|
Lots as of December 31, 2016
|
|
Sales
Price Range (in thousands) |
|
Home Size
Range (sq. ft.) |
||||
Southgate Canals at Grand Park
|
|
2015
|
|
41
|
|
|
8
|
|
|
11
|
|
|
22
|
|
|
$690 - $950
|
|
3,900 - 5,000
|
Southgate Edgewood
|
|
2018
|
|
102
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|
TBD
|
|
TBD
|
Southgate Sunnyvale
|
|
2018
|
|
49
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
TBD
|
|
TBD
|
Southgate Twin Creeks
|
|
2016
|
|
29
|
|
|
2
|
|
|
—
|
|
|
27
|
|
|
$580 - $670
|
|
3,400 - 4,000
|
Future Developments at Twin Creeks
|
|
2018
|
|
570
|
|
|
—
|
|
|
—
|
|
|
570
|
|
|
$490 - $950
|
|
1,800 - 3,450
|
Texas Total
|
|
3,495
|
|
|
793
|
|
|
151
|
|
|
2,551
|
|
|
|
|
|
||
Georgia:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Providence Group & Associates LLC
|
|
2013
|
|
17
|
|
|
14
|
|
|
—
|
|
|
3
|
|
|
$690 - $730
|
|
3,700 - 4,400
|
The Providence Group Custom Homes LLC
|
|
2012
|
|
129
|
|
|
113
|
|
|
1
|
|
|
15
|
|
|
$800 - $850
|
|
3,800 - 4,200
|
TPG Homes at Bellmoore Park LLC
|
|
2015
|
|
618
|
|
|
67
|
|
|
13
|
|
|
538
|
|
|
$440 - $840
|
|
2,300 - 5,800
|
TPG Homes at Brookmere
|
|
2016
|
|
194
|
|
|
27
|
|
|
11
|
|
|
156
|
|
|
$330 - $675
|
|
2,000 - 4,300
|
TPG Homes at Byers Landing
|
|
2015
|
|
12
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
$340 - $385
|
|
2,100 - 2,700
|
TPG Homes at Central Park at Deerfield Township
|
|
2016
|
|
283
|
|
|
19
|
|
|
13
|
|
|
251
|
|
|
$435 - $625
|
|
2,000 - 4,200
|
TPG Homes at Chelsea Walk
|
|
2018
|
|
49
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
$475 - $575
|
|
2,000 - 2,800
|
TPG Homes at Cogburn
|
|
2016
|
|
19
|
|
|
7
|
|
|
3
|
|
|
9
|
|
|
$540 - $650
|
|
3,200 - 4,300
|
TPG Homes at Cresslyn
|
|
2017
|
|
49
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
$380 - $450
|
|
2,000 - 2,700
|
TPG Homes at Dunwoody Township
|
|
2016
|
|
40
|
|
|
1
|
|
|
4
|
|
|
35
|
|
|
$415 - $495
|
|
2,000 - 2,500
|
TPG Homes at East of Main
|
|
2017
|
|
83
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|
$500 - $900
|
|
2,200 - 3,500
|
TPG Homes at East Village
|
|
2015
|
|
62
|
|
|
37
|
|
|
2
|
|
|
23
|
|
|
$320 - $380
|
|
2,000 - 2,400
|
TPG Homes at Rivers Edge
|
|
2015
|
|
120
|
|
|
93
|
|
|
12
|
|
|
15
|
|
|
$280 - $425
|
|
2,000 - 2,800
|
TPG Homes at Roswell Towneship
|
|
2016
|
|
92
|
|
|
8
|
|
|
5
|
|
|
79
|
|
|
$350 - $450
|
|
1,800 - 2,800
|
TPG Homes at Sugarloaf (Glens)
|
|
2016
|
|
92
|
|
|
12
|
|
|
4
|
|
|
76
|
|
|
$320 - $380
|
|
2,000 - 2,700
|
TPG Homes at Suwanee Station
|
|
2017
|
|
70
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
$300 - $350
|
|
2,000
|
TPG Homes at The Reserve at Providence
|
|
2015
|
|
37
|
|
|
9
|
|
|
—
|
|
|
28
|
|
|
$950 - $1,100
|
|
3,700 - 5,800
|
TPG Homes at Townes at Chastain
|
|
2016
|
|
162
|
|
|
3
|
|
|
2
|
|
|
157
|
|
|
$400 - $590
|
|
1,800 - 2,200
|
TPG Homes at Traditions
|
|
2015
|
|
100
|
|
|
51
|
|
|
11
|
|
|
38
|
|
|
$400 - $725
|
|
2,300 - 4,700
|
TPG Homes – Highpointe at Vinings
|
|
2015
|
|
84
|
|
|
36
|
|
|
5
|
|
|
43
|
|
|
$515 - $750
|
|
2,800 - 4,200
|
Georgia Total
|
|
|
|
2,312
|
|
|
509
|
|
|
86
|
|
|
1,717
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Lots
|
|
|
|
5,807
|
|
|
1,302
|
|
|
237
|
|
|
4,268
|
|
|
|
|
|
|
(1)
|
Years subsequent to
2016
are anticipated.
|
(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,
|
|||||||||||||||||||
2016
|
|
2015
|
|
2014
|
|||||||||||||||||
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
|
|
$
|
5,770
|
|
|
22
|
|
|
$
|
12,752
|
|
|
52
|
|
|
$
|
1,603
|
|
|
7
|
|
CB JENI Brick Row Townhomes LLC
|
|
$
|
5,414
|
|
|
17
|
|
|
$
|
6,030
|
|
|
20
|
|
|
$
|
8,362
|
|
|
36
|
|
CB JENI Grand Park
|
|
$
|
16,393
|
|
|
47
|
|
|
$
|
1,581
|
|
|
5
|
|
|
$
|
—
|
|
|
—
|
|
CB JENI Hometown
|
|
$
|
4,873
|
|
|
17
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
CB JENI Lake Vista Coppell LLC
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
3,771
|
|
|
13
|
|
CB JENI Los Rios, LLC
|
|
$
|
6,260
|
|
|
23
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
CB JENI McKinney Ranch, LLC
|
|
$
|
1,995
|
|
|
8
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
CB JENI Mustang Park LLC
|
|
$
|
17,371
|
|
|
56
|
|
|
$
|
14,950
|
|
|
54
|
|
|
$
|
867
|
|
|
3
|
|
CB JENI Pecan Park LLC
|
|
$
|
—
|
|
|
—
|
|
|
$
|
4,583
|
|
|
20
|
|
|
$
|
9,295
|
|
|
43
|
|
CB JENI Raiford Crossing
|
|
$
|
13,419
|
|
|
43
|
|
|
$
|
1,497
|
|
|
5
|
|
|
$
|
—
|
|
|
—
|
|
CB JENI Stacy Crossing, LLC
|
|
$
|
6,573
|
|
|
22
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
CB JENI Viridian LLC
|
|
$
|
5,237
|
|
|
21
|
|
|
$
|
9,900
|
|
|
42
|
|
|
$
|
9,531
|
|
|
42
|
|
Centre Living
|
|
$
|
4,645
|
|
|
8
|
|
|
$
|
2,021
|
|
|
2
|
|
|
$
|
869
|
|
|
—
|
|
Normandy Alto Vista Irving, LLC
|
|
$
|
—
|
|
|
—
|
|
|
$
|
6,307
|
|
|
12
|
|
|
$
|
4,963
|
|
|
10
|
|
Normandy Cottonwood Crossing
|
|
$
|
12,542
|
|
|
36
|
|
|
$
|
676
|
|
|
2
|
|
|
$
|
—
|
|
|
—
|
|
Normandy Homes Cypress Meadows LLC
|
|
$
|
19,240
|
|
|
34
|
|
|
$
|
15,700
|
|
|
28
|
|
|
$
|
2,107
|
|
|
4
|
|
Normandy Homes Mustang Park
|
|
$
|
16,436
|
|
|
34
|
|
|
$
|
1,307
|
|
|
3
|
|
|
$
|
—
|
|
|
—
|
|
Normandy Homes Viridan LLC
|
|
$
|
2,533
|
|
|
7
|
|
|
$
|
7,951
|
|
|
27
|
|
|
$
|
553
|
|
|
2
|
|
Normandy Lake Vista Coppell
|
|
$
|
—
|
|
|
—
|
|
|
$
|
2,582
|
|
|
6
|
|
|
$
|
12,306
|
|
|
29
|
|
Normandy Lakeside, LLC
|
|
$
|
13,513
|
|
|
27
|
|
|
$
|
15,765
|
|
|
28
|
|
|
$
|
10,802
|
|
|
20
|
|
Normandy Pecan Park, LLC
|
|
$
|
—
|
|
|
—
|
|
|
$
|
8,968
|
|
|
22
|
|
|
$
|
4,266
|
|
|
11
|
|
Normandy Twin Creeks
|
|
$
|
9,558
|
|
|
23
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Southgate
|
|
$
|
14,623
|
|
|
20
|
|
|
$
|
9,409
|
|
|
13
|
|
|
$
|
12,518
|
|
|
12
|
|
Southgate Angel Field West
|
|
$
|
10,155
|
|
|
15
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Southgate Bluffs at Austin Waters
|
|
$
|
7,479
|
|
|
11
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Southgate Canals at Grand Park
|
|
$
|
6,251
|
|
|
8
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Southgate Twin Creeks
|
|
$
|
1,193
|
|
|
2
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Texas Homes Total
|
|
$
|
201,473
|
|
|
501
|
|
|
$
|
121,979
|
|
|
341
|
|
|
$
|
81,813
|
|
|
232
|
|
Builder Operations
|
|
Year Ended December 31,
|
|||||||||||||||||||
2016
|
|
2015
|
|
2014
|
|||||||||||||||||
Location
|
|
Home
Sales
|
|
Units Delivered
|
|
Home
Sales
|
|
Units Delivered
|
|
Home
Sales
|
|
Units Delivered
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
Builder Operations (Homes)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Georgia Homes
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Providence Luxury Homes
|
|
$
|
1,640
|
|
|
1
|
|
|
$
|
3,183
|
|
|
4
|
|
|
$
|
2,496
|
|
|
4
|
|
The Providence Group Custom Homes LLC
|
|
$
|
2,469
|
|
|
5
|
|
|
$
|
44,640
|
|
|
72
|
|
|
$
|
18,363
|
|
|
35
|
|
The Providence Group & Associates LLC
|
|
$
|
2,750
|
|
|
4
|
|
|
$
|
1,871
|
|
|
3
|
|
|
$
|
1,477
|
|
|
3
|
|
TPG Homes at Abberley LLC
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
2,261
|
|
|
8
|
|
TPG Homes at Bellmoore LLC
|
|
$
|
29,414
|
|
|
49
|
|
|
$
|
11,070
|
|
|
18
|
|
|
$
|
—
|
|
|
—
|
|
TPG Homes at Bluffs at Lennox
|
|
$
|
8,332
|
|
|
15
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
TPG Homes at Brookmere
|
|
$
|
11,333
|
|
|
27
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
TPG Homes at Byers Landing
|
|
$
|
429
|
|
|
1
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
TPG Homes at Central Park at Deerfield Township
|
|
$
|
9,682
|
|
|
19
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
TPG Homes at Cogburn
|
|
$
|
4,351
|
|
|
7
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
TPG Homes at Crabapple LLC
|
|
$
|
—
|
|
|
—
|
|
|
$
|
849
|
|
|
2
|
|
|
$
|
7,876
|
|
|
21
|
|
TPG Homes at Dunwoody Township
|
|
$
|
466
|
|
|
1
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
TPG Homes at East Village
|
|
$
|
9,911
|
|
|
29
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
TPG Homes at Highlands LLC
|
|
$
|
—
|
|
|
—
|
|
|
$
|
2,650
|
|
|
9
|
|
|
$
|
21,729
|
|
|
75
|
|
TPG Homes at Jamestown LLC
|
|
$
|
—
|
|
|
—
|
|
|
$
|
9,917
|
|
|
34
|
|
|
$
|
27,985
|
|
|
93
|
|
TPG Homes at LaVista Walk LLC
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
4,653
|
|
|
15
|
|
TPG Homes at Nesbitt Reserve
|
|
$
|
440
|
|
|
1
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
TPG Homes at Rivers Edge
|
|
$
|
19,978
|
|
|
61
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
TPG Homes at Roswell Towneship
|
|
$
|
3,025
|
|
|
8
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
TPG Homes at Ruths Farm
|
|
$
|
7,463
|
|
|
10
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
TPG Homes at Seven Norcross
|
|
$
|
8,516
|
|
|
23
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
TPG Homes at Sugarloaf (Glens)
|
|
$
|
4,129
|
|
|
12
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
TPG Homes at The Reserve at Providence
|
|
$
|
1,191
|
|
|
1
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
TPG Homes at Three Bridges LLC
|
|
$
|
—
|
|
|
—
|
|
|
$
|
15,508
|
|
|
53
|
|
|
$
|
17,047
|
|
|
63
|
|
TPG Homes at Townes at Chastain
|
|
$
|
1,459
|
|
|
3
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
TPG Homes at Traditions
|
|
$
|
16,878
|
|
|
33
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
TPG Homes at Whitfield Parc
|
|
$
|
1,017
|
|
|
3
|
|
|
$
|
15,121
|
|
|
45
|
|
|
$
|
7,347
|
|
|
22
|
|
TPG Homes LLC
|
|
$
|
—
|
|
|
—
|
|
|
$
|
27,479
|
|
|
74
|
|
|
$
|
5,458
|
|
|
16
|
|
TPG Homes – Highpointe at Vinings
|
|
$
|
18,818
|
|
|
30
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Georgia Homes Total
|
|
$
|
163,691
|
|
|
343
|
|
|
$
|
132,288
|
|
|
314
|
|
|
$
|
116,692
|
|
|
355
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Lot Sales Revenue
(1)
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,145
|
|
|
—
|
|
||
Other Total
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
2,145
|
|
|
—
|
|
Homes Total
|
|
$
|
365,164
|
|
|
844
|
|
|
$
|
254,267
|
|
|
655
|
|
|
$
|
200,650
|
|
|
587
|
|
|
(1)
|
Lots owned and developed to build homes sold to a third party developer.
|
Land Development
|
|
Year Ended December 31,
|
|||||||||||||||||||
2016
|
|
2015
|
|
2014
|
|||||||||||||||||
Location
|
|
Lot
Sales |
|
Units Delivered
|
|
Lot
Sales |
|
Units Delivered
|
|
Lot
Sales |
|
Units Delivered
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
Land Development (Lots)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Texas Lots
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Angel Field
|
|
$
|
167
|
|
|
1
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Bethany Mews
|
|
$
|
—
|
|
|
—
|
|
|
$
|
265
|
|
|
1
|
|
|
$
|
2,851
|
|
|
17
|
|
Chateau du Lac
|
|
$
|
1,440
|
|
|
5
|
|
|
$
|
1,770
|
|
|
6
|
|
|
$
|
1,881
|
|
|
7
|
|
Cypress Meadows
|
|
$
|
4,953
|
|
|
37
|
|
|
$
|
4,772
|
|
|
37
|
|
|
$
|
4,042
|
|
|
33
|
|
Hamilton Hills
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,103
|
|
|
7
|
|
Hardin Lake
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,505
|
|
|
20
|
|
|
$
|
5,432
|
|
|
75
|
|
Hawthorne Estates
|
|
$
|
—
|
|
|
—
|
|
|
$
|
644
|
|
|
6
|
|
|
$
|
2,806
|
|
|
27
|
|
Inwood Hills
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
957
|
|
|
15
|
|
Lakeside
|
|
$
|
215
|
|
|
1
|
|
|
$
|
6,164
|
|
|
61
|
|
|
$
|
9,602
|
|
|
88
|
|
The Landings
|
|
$
|
4,329
|
|
|
39
|
|
|
$
|
8,539
|
|
|
81
|
|
|
$
|
5,184
|
|
|
51
|
|
Mustang Park
|
|
$
|
1,986
|
|
|
20
|
|
|
$
|
7,439
|
|
|
76
|
|
|
$
|
11,594
|
|
|
129
|
|
Twin Creeks
|
|
$
|
761
|
|
|
8
|
|
|
$
|
5,780
|
|
|
48
|
|
|
$
|
—
|
|
|
—
|
|
Westside Circle
|
|
$
|
350
|
|
|
1
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Texas Lots Total
|
|
$
|
14,201
|
|
|
112
|
|
|
$
|
36,878
|
|
|
336
|
|
|
$
|
45,452
|
|
|
449
|
|
Georgia Lots
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Reserve at Providence
|
|
$
|
250
|
|
|
1
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Ruth Farm
|
|
$
|
713
|
|
|
4
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Georgia Lots Total
|
|
$
|
963
|
|
|
5
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Lots Total
|
|
$
|
15,164
|
|
|
117
|
|
|
$
|
36,878
|
|
|
336
|
|
|
$
|
45,452
|
|
|
449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company Total (Homes and Lots)
|
|
$
|
380,328
|
|
|
961
|
|
|
$
|
291,145
|
|
|
991
|
|
|
$
|
246,102
|
|
|
1,036
|
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||
Lots Owned
(1)
|
|
|
|
||
Texas
|
2,998
|
|
|
2,659
|
|
Georgia
|
1,237
|
|
|
991
|
|
Total
|
4,235
|
|
|
3,650
|
|
Lots Controlled
(1)
|
|
|
|
||
Texas
|
554
|
|
|
326
|
|
Georgia
|
400
|
|
|
758
|
|
Total
|
954
|
|
|
1,084
|
|
|
|
|
|
||
Total Lots Owned and Controlled
(2)
|
5,189
|
|
|
4,734
|
|
|
(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
|
65
|
Chief Executive Officer and Director
|
Richard A. Costello
|
58
|
Chief Financial Officer
|
Jed Dolson
|
39
|
Head of Land Acquisition and Development
|
Name
|
Age
|
Position
|
Elizabeth K. Blake
|
65
|
Director
|
Harry Brandler
|
45
|
Director
|
James R. Brickman
|
65
|
Chief Executive Officer and Director
|
David Einhorn
|
48
|
Chairman of the Board
|
John R. Farris
|
44
|
Director
|
Kathleen Olsen
|
45
|
Director
|
Richard S. Press
|
78
|
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, 2016
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
7.77
|
|
|
$
|
4.99
|
|
Second Quarter
|
|
$
|
7.80
|
|
|
$
|
6.67
|
|
Third Quarter
|
|
$
|
8.39
|
|
|
$
|
6.79
|
|
Fourth Quarter
|
|
$
|
10.40
|
|
|
$
|
7.65
|
|
Year ended December 31, 2015
|
|
|
|
|
||||
First Quarter
|
|
$
|
8.34
|
|
|
$
|
7.05
|
|
Second Quarter
|
|
$
|
10.95
|
|
|
$
|
8.20
|
|
Third Quarter
|
|
$
|
14.55
|
|
|
$
|
10.65
|
|
Fourth Quarter
|
|
$
|
12.13
|
|
|
$
|
6.64
|
|
|
|
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
|
|||||
October 1 - October 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
1,000
|
|
November 1 - November 30, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
1,000
|
|
December 1 - December 31, 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.
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
Green Brick Partners
|
$100
|
|
$27.03
|
|
$12.61
|
|
$92.34
|
|
$81.08
|
|
$113.18
|
Russell 2000 Index
|
$100
|
|
$114.63
|
|
$157.05
|
|
$162.6
|
|
$153.31
|
|
$183.17
|
Nasdaq Composite Index
|
$100
|
|
$115.91
|
|
$160.32
|
|
$181.8
|
|
$192.21
|
|
$206.63
|
|
As of December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Assets
|
|||||||||||||||||||
Cash and cash equivalents
|
$
|
35,157
|
|
|
$
|
21,207
|
|
|
$
|
22,976
|
|
|
$
|
16,683
|
|
|
$
|
7,164
|
|
Inventory
|
410,297
|
|
|
344,132
|
|
|
275,141
|
|
|
228,777
|
|
|
132,571
|
|
|||||
Notes receivable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
7,556
|
|
|
15,272
|
|
|||||
Deferred tax assets, net
|
67,598
|
|
|
80,663
|
|
|
89,197
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
27,932
|
|
|
27,874
|
|
|
13,011
|
|
|
15,392
|
|
|
13,804
|
|
|||||
Total assets
|
$
|
540,984
|
|
|
$
|
473,876
|
|
|
$
|
400,325
|
|
|
$
|
268,408
|
|
|
$
|
168,811
|
|
Liabilities and stockholders
’
equity
|
|||||||||||||||||||
Borrowings on lines of credit
|
$
|
75,000
|
|
|
$
|
47,500
|
|
|
$
|
14,061
|
|
|
$
|
17,208
|
|
|
$
|
6,544
|
|
Notes payable
|
10,948
|
|
|
10,158
|
|
|
12,151
|
|
|
26,595
|
|
|
21,442
|
|
|||||
Term loan facility
|
—
|
|
|
—
|
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
53,551
|
|
|
44,363
|
|
|
42,516
|
|
|
25,786
|
|
|
19,137
|
|
|||||
Total liabilities
|
139,499
|
|
|
102,021
|
|
|
218,728
|
|
|
69,589
|
|
|
47,123
|
|
|||||
Total stockholders’ equity
|
401,485
|
|
|
371,855
|
|
|
181,597
|
|
|
198,819
|
|
|
121,688
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
540,984
|
|
|
$
|
473,876
|
|
|
$
|
400,325
|
|
|
$
|
268,408
|
|
|
$
|
168,811
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Sale of residential units
|
$
|
365,164
|
|
|
$
|
254,267
|
|
|
$
|
200,650
|
|
|
$
|
168,591
|
|
|
$
|
50,105
|
|
Sale of land and lots
|
15,164
|
|
|
36,878
|
|
|
45,452
|
|
|
33,735
|
|
|
22,927
|
|
|||||
Total revenues
|
380,328
|
|
|
291,145
|
|
|
246,102
|
|
|
202,326
|
|
|
73,032
|
|
|||||
Cost of residential units
|
283,454
|
|
|
201,768
|
|
|
153,799
|
|
|
125,424
|
|
|
40,668
|
|
|||||
Cost of land and lots
|
10,499
|
|
|
27,125
|
|
|
34,082
|
|
|
21,513
|
|
|
15,256
|
|
|||||
Total cost of sales
|
293,953
|
|
|
228,893
|
|
|
187,881
|
|
|
146,937
|
|
|
55,924
|
|
|||||
Total gross profit
|
86,375
|
|
|
62,252
|
|
|
58,221
|
|
|
55,389
|
|
|
17,108
|
|
|||||
Salary expense and management fees expense - related party
|
(21,871
|
)
|
|
(16,272
|
)
|
|
(12,694
|
)
|
|
(8,968
|
)
|
|
(3,467
|
)
|
|||||
Selling, general and administrative expense
|
(16,758
|
)
|
|
(13,704
|
)
|
|
(9,840
|
)
|
|
(6,406
|
)
|
|
(3,243
|
)
|
|||||
Operating profit
|
47,746
|
|
|
32,276
|
|
|
35,687
|
|
|
40,015
|
|
|
10,398
|
|
|||||
Interest expense
|
—
|
|
|
(281
|
)
|
|
(1,393
|
)
|
|
(315
|
)
|
|
(351
|
)
|
|||||
Other income, net
|
2,808
|
|
|
2,721
|
|
|
1,915
|
|
|
4,943
|
|
|
10,896
|
|
|||||
Income before taxes
|
50,554
|
|
|
34,716
|
|
|
36,209
|
|
|
44,643
|
|
|
20,943
|
|
|||||
Income tax provision (benefit)
|
15,381
|
|
|
9,171
|
|
|
(24,853
|
)
|
|
327
|
|
|
231
|
|
|||||
Net income
|
35,173
|
|
|
25,545
|
|
|
61,062
|
|
|
44,316
|
|
|
20,712
|
|
|||||
Less: net income attributable to non-controlling interests
|
11,417
|
|
|
10,220
|
|
|
11,036
|
|
|
12,309
|
|
|
3,518
|
|
|||||
Net income attributable to controlling interests
|
$
|
23,756
|
|
|
$
|
15,325
|
|
|
$
|
50,026
|
|
|
$
|
32,007
|
|
|
$
|
17,194
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to Green Brick Partners, Inc. per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$0.49
|
|
$0.38
|
|
$3.40
|
|
$2.88
|
|
$1.55
|
||||||||||
Diluted
|
$0.49
|
|
$0.38
|
|
$3.40
|
|
$2.88
|
|
$1.55
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average common shares used in the calculation of net income attributable to Green Brick Partners, Inc. per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
48,879
|
|
|
40,068
|
|
|
14,712
|
|
|
11,109
|
|
|
11,109
|
|
|||||
Diluted
|
48,886
|
|
|
40,099
|
|
|
14,712
|
|
|
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
|
|
$280,000 to $600,000
|
Single family
|
$320,000 to $1.2 million
|
|||||||
CB JENI Homes DFW LLC (“CB JENI”)
|
|
2012
|
|
Dallas
|
|
Townhomes
|
|
$230,000 to $400,000
|
Single family
|
$340,000 to $700,000
|
|||||||
Centre Living Homes, LLC (“Centre Living”)
|
|
2012
|
|
Dallas
|
|
Townhomes
|
|
$350,000 to more than $1.5 million
|
Contractor on luxury homes
|
Up to $2.5 million
|
|||||||
Southgate Homes DFW LLC (“Southgate”)
|
|
2013
|
|
Dallas
|
|
Luxury homes
|
|
$560,000 to $1.3 million
|
|
|
Years Ended December 31,
|
|
Increase (Decrease)
|
||||||||||
New Home Orders & Backlog
|
|
2016
|
|
2015
|
|
Change
|
|
%
|
||||||
Net new home orders
|
|
880
|
|
|
647
|
|
|
233
|
|
|
36.0%
|
|||
Number of cancellations
|
|
135
|
|
|
108
|
|
|
27
|
|
|
25.0%
|
|||
Cancellation rate
|
|
13.3
|
%
|
|
14.3
|
%
|
|
(1.0
|
)%
|
|
(7.0)%
|
|||
Average selling communities
|
|
47
|
|
|
41
|
|
|
6
|
|
|
14.6%
|
|||
Selling communities at end of period
|
|
50
|
|
|
43
|
|
|
7
|
|
|
16.3%
|
|||
Backlog ($ in thousands)
|
|
$
|
108,030
|
|
|
$
|
88,136
|
|
|
$
|
19,894
|
|
|
22.6%
|
Backlog (units)
|
|
237
|
|
|
201
|
|
|
36
|
|
|
17.9%
|
|||
Average sales price of backlog
|
|
$
|
455,823
|
|
|
$
|
438,488
|
|
|
$
|
17,335
|
|
|
4.0%
|
|
|
Years Ended December 31,
|
|
Increase (Decrease)
|
||||||||||
New Homes Delivered and Home Sales Revenue
|
|
2016
|
|
2015
|
|
Change
|
|
%
|
||||||
New homes delivered
|
|
844
|
|
|
655
|
|
|
189
|
|
|
28.9%
|
|||
Home sales revenue ($ in thousands)
|
|
$
|
365,164
|
|
|
$
|
254,267
|
|
|
$
|
110,897
|
|
|
43.6%
|
Average sales price of home delivered
|
|
$
|
432,659
|
|
|
$
|
388,194
|
|
|
$
|
44,465
|
|
|
11.5%
|
|
|
Years Ended December 31,
|
||||||||||||
Homebuilding ($ in thousands)
|
|
2016
|
|
%
|
|
2015
|
|
%
|
||||||
Home sales revenue
|
|
$
|
365,164
|
|
|
100.0
|
%
|
|
$
|
254,267
|
|
|
100.0
|
%
|
Cost of home sales
|
|
283,454
|
|
|
77.6
|
%
|
|
201,768
|
|
|
79.4
|
%
|
||
Homebuilding gross margin
|
|
$
|
81,710
|
|
|
22.4
|
%
|
|
$
|
52,499
|
|
|
20.6
|
%
|
($ in thousands)
|
|
Years Ended
December 31, |
|
As Percentage of
Relevant Revenue |
||||||||||
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Land development
|
|
$
|
324
|
|
|
$
|
809
|
|
|
2.1
|
%
|
|
2.2
|
%
|
Builder operations
|
|
$
|
21,547
|
|
|
$
|
15,463
|
|
|
5.9
|
%
|
|
6.1
|
%
|
($ in thousands)
|
|
Years Ended
December 31,
|
|
As Percentage of
Relevant Revenue |
||||||||||
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Land development
|
|
$
|
1,039
|
|
|
$
|
1,470
|
|
|
6.9
|
%
|
|
4.0
|
%
|
Builder operations
|
|
$
|
15,719
|
|
|
$
|
12,234
|
|
|
4.3
|
%
|
|
4.8
|
%
|
|
|
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
|
|
201,768
|
|
|
79.4
|
%
|
|
153,799
|
|
|
76.7
|
%
|
||
Homebuilding gross margin
|
|
$
|
52,499
|
|
|
20.6
|
%
|
|
$
|
46,851
|
|
|
23.3
|
%
|
($ 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
|
|
$
|
15,463
|
|
|
$
|
11,215
|
|
|
6.1
|
%
|
|
5.6
|
%
|
($ 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
|
|
$
|
12,234
|
|
|
$
|
7,430
|
|
|
4.8
|
%
|
|
3.7
|
%
|
|
December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Lots Owned
(1)
|
|
|
|
|
|
|||
Texas
|
2,998
|
|
|
2,659
|
|
|
2,105
|
|
Georgia
|
1,237
|
|
|
991
|
|
|
1,211
|
|
Total
|
4,235
|
|
|
3,650
|
|
|
3,316
|
|
Lots Controlled
(1)(2)
|
|
|
|
|
|
|||
Texas
|
554
|
|
|
326
|
|
|
279
|
|
Georgia
|
400
|
|
|
758
|
|
|
561
|
|
Total
|
954
|
|
|
1,084
|
|
|
840
|
|
|
|
|
|
|
|
|||
Total Lots Owned and Controlled
(1)
|
5,189
|
|
|
4,734
|
|
|
4,156
|
|
|
(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, 2016
was
$7.1 million
, compared to net cash
used
of
$47.7 million
during the year ended
December 31, 2015
. The change was primarily attributable to changes in working capital associated with (i) an increase in accrued expenses of
$8.6 million
for the year ended
December 31, 2016
compared to a decrease of
$3.5 million
for the year ended
December 31, 2015
, due to an increase in accrued job costs on land and home closings, and management bonuses being paid subsequent to the year ended
December 31, 2016
, (ii) an increase in earnest money deposits of
$0.3 million
for the year ended
December 31, 2016
compared to
$11.2 million
for the year ended
December 31, 2015
, due to an increase in the land option contracts entered into during 2015 compared to 2016, (iii) an increase in customer and builder deposits of
$7.2 million
for the year ended
December 31, 2016
compared to a decrease of
$2.8 million
for the year ended
December 31, 2015
, due to the increase in sales volume during the year ended
December 31, 2016
and (iv) a decrease in other assets of
$1.3 million
for the year ended
December 31, 2016
compared to an increase of
$1.9 million
for the year ended
December 31, 2015
, due to a decrease in prepaid development costs during the year ended
December 31, 2016
.
|
•
|
Investing activities.
Net cash
used in
investing activities for the year ended
December 31, 2016
was
$0.5 million
, compared to net cash
provided
of
$2.5 million
during the year ended
December 31, 2015
. The change was primarily due to a decrease in proceeds from investment in direct financing leases of
$2.8 million
since there was no investment in direct financing lease activity during the year ended
December 31, 2016
.
|
•
|
Financing activities.
Net cash
provided by
financing activities for the year ended
December 31, 2016
was
$21.5 million
, compared to net cash
provided
of
$43.8 million
during the year ended
December 31, 2015
. The change was primarily due to (i) a decrease in cash received of
$19.9 million
from net proceeds from equity offerings less the repayment of the Term Loan Facility, and (ii) a net decrease in lines of credit and notes payable borrowings of
$28.3 million
for the year ended
December 31, 2016
compared to a
$31.4 million
reduction in lines of credit and notes payable borrowings for the year ended
December 31, 2015
.
|
•
|
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 20.3% 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.
|
|
|
Payments Due by Period (in thousands)
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less Than 1 Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
Years 5 and Beyond
|
||||||||||
Debt obligations
(1)
|
|
$
|
85,948
|
|
|
$
|
713
|
|
|
$
|
85,235
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating leases
|
|
3,625
|
|
|
770
|
|
|
1,589
|
|
|
1,266
|
|
|
—
|
|
|||||
Total
|
|
$
|
89,573
|
|
|
$
|
1,483
|
|
|
$
|
86,824
|
|
|
$
|
1,266
|
|
|
$
|
—
|
|
|
(1)
|
Represents principal 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at December 31, 2016
|
||||||||||||
|
|
2017
|
|
2018
|
|
2019
|
|
2020 and thereafter
|
|
Total
|
|
|||||||||||||
Lines of Credit
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Variable debt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
75,000
|
|
|
$
|
—
|
|
|
$
|
75,000
|
|
|
$
|
75,000
|
|
Weighted average interest rate
|
|
—
|
%
|
|
—
|
%
|
|
3.4
|
%
|
|
—
|
%
|
|
—
|
%
|
|
n/a
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Notes payable
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed debt
|
|
$
|
713
|
|
|
$
|
10,235
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,948
|
|
|
$
|
10,948
|
|
Weighted average interest rate
|
|
2.0
|
%
|
|
5.6
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
n/a
|
|
•
|
Management moved 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 allows management greater flexibility and control to design, implement, and test the information technology general controls over security access and change management.
|
•
|
Management designed and implemented 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. Further, management reorganized the roles and responsibilities in the accounting and financial reporting processes which has improved controls over the journal entry review process.
|
•
|
Management designed and implemented processes and controls over the identification, evaluation, approval, and disclosure of related party transactions.
|
•
|
Management designed and implemented 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 reorganized the roles and responsibilities in the accounting and financial reporting processes which has improved the processes and controls related to cut-off procedures.
|
•
|
Management designed and implemented processes and controls over the classification of transactions within the Company’s general ledger accounts and corresponding classification within 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,
|
||||||
|
2016
|
|
2015
|
||||
Assets
|
|||||||
Cash and cash equivalents
|
$
|
35,157
|
|
|
$
|
21,207
|
|
Restricted cash
|
4,445
|
|
|
2,568
|
|
||
Accounts receivable
|
2,448
|
|
|
3,314
|
|
||
Inventory
|
410,297
|
|
|
344,132
|
|
||
Property and equipment, net
|
892
|
|
|
802
|
|
||
Earnest money deposits
|
18,143
|
|
|
17,845
|
|
||
Deferred income tax assets, net
|
67,598
|
|
|
80,663
|
|
||
Other assets, net
|
2,004
|
|
|
3,345
|
|
||
Total assets
|
$
|
540,984
|
|
|
$
|
473,876
|
|
Liabilities and stockholders
’
equity
|
|||||||
Accounts payable
|
$
|
15,113
|
|
|
$
|
13,530
|
|
Accrued expenses
|
14,290
|
|
|
5,719
|
|
||
Customer and builder deposits
|
14,088
|
|
|
6,938
|
|
||
Obligations related to land not owned under option agreements
|
10,060
|
|
|
18,176
|
|
||
Borrowings on lines of credit
|
75,000
|
|
|
47,500
|
|
||
Notes payable
|
10,948
|
|
|
10,158
|
|
||
Total liabilities
|
139,499
|
|
|
102,021
|
|
||
Commitments and contingencies (Note 12)
|
—
|
|
|
—
|
|
||
Stockholders’ equity
|
|
|
|
||||
Green Brick Partners, Inc. stockholders’ equity
|
|
|
|
||||
Common shares, $0.01 par value: 100,000,000 shares authorized; 48,955,909 and 48,833,323 issued and outstanding as of December 31, 2016 and 2015, respectively
|
490
|
|
|
488
|
|
||
Additional paid-in capital
|
273,149
|
|
|
271,867
|
|
||
Retained earnings
|
110,933
|
|
|
87,177
|
|
||
Total Green Brick Partners, Inc. stockholders’ equity
|
384,572
|
|
|
359,532
|
|
||
Noncontrolling interests
|
16,913
|
|
|
12,323
|
|
||
Total stockholders’ equity
|
401,485
|
|
|
371,855
|
|
||
Total liabilities and stockholders’ equity
|
$
|
540,984
|
|
|
$
|
473,876
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Sale of residential units
|
$
|
365,164
|
|
|
$
|
254,267
|
|
|
$
|
200,650
|
|
Sale of land and lots
|
15,164
|
|
|
36,878
|
|
|
45,452
|
|
|||
Total revenues
|
380,328
|
|
|
291,145
|
|
|
246,102
|
|
|||
Cost of residential units
|
283,454
|
|
|
201,768
|
|
|
153,799
|
|
|||
Cost of land and lots
|
10,499
|
|
|
27,125
|
|
|
34,082
|
|
|||
Total cost of sales
|
293,953
|
|
|
228,893
|
|
|
187,881
|
|
|||
Total gross profit
|
86,375
|
|
|
62,252
|
|
|
58,221
|
|
|||
Salary expense
|
(21,871
|
)
|
|
(16,272
|
)
|
|
(11,428
|
)
|
|||
Management fees expense – related party
|
—
|
|
|
—
|
|
|
(1,266
|
)
|
|||
Selling, general and administrative expense
|
(16,758
|
)
|
|
(13,704
|
)
|
|
(9,840
|
)
|
|||
Operating profit
|
47,746
|
|
|
32,276
|
|
|
35,687
|
|
|||
Interest expense
|
—
|
|
|
(281
|
)
|
|
(1,393
|
)
|
|||
Other income, net
|
2,808
|
|
|
2,721
|
|
|
1,915
|
|
|||
Income before taxes
|
50,554
|
|
|
34,716
|
|
|
36,209
|
|
|||
Income tax provision (benefit)
|
15,381
|
|
|
9,171
|
|
|
(24,853
|
)
|
|||
Net income
|
35,173
|
|
|
25,545
|
|
|
61,062
|
|
|||
Less: net income attributable to noncontrolling interests
|
11,417
|
|
|
10,220
|
|
|
11,036
|
|
|||
Net income attributable to Green Brick Partners, Inc.
|
$
|
23,756
|
|
|
$
|
15,325
|
|
|
$
|
50,026
|
|
|
|
|
|
|
|
||||||
Net income attributable to Green Brick Partners, Inc. per common share:
|
|
|
|
|
|
||||||
Basic
|
$0.49
|
|
$0.38
|
|
$3.40
|
||||||
Diluted
|
$0.49
|
|
$0.38
|
|
$3.40
|
||||||
Weighted average common shares used in the calculation of net income attributable to Green Brick Partners, Inc. per common share:
|
|
|
|
|
|
||||||
Basic
|
48,879
|
|
|
40,068
|
|
|
14,712
|
|
|||
Diluted
|
48,886
|
|
|
40,099
|
|
|
14,712
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Total Green Brick Partners, Inc. Stockholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Stockholders’ Equity
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||
Balance as of 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 as of 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
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of deferred share-based compensation
|
—
|
|
|
—
|
|
|
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 as of December 31, 2015
|
48,833,323
|
|
|
$
|
488
|
|
|
$
|
271,867
|
|
|
$
|
87,177
|
|
|
$
|
359,532
|
|
|
$
|
12,323
|
|
|
$
|
371,855
|
|
Share-based compensation
|
—
|
|
|
—
|
|
|
361
|
|
|
—
|
|
|
361
|
|
|
—
|
|
|
361
|
|
||||||
Issuance of common stock under 2014 Equity Plan
|
122,586
|
|
|
2
|
|
|
647
|
|
|
—
|
|
|
649
|
|
|
—
|
|
|
649
|
|
||||||
Amortization of deferred share-based compensation
|
—
|
|
|
—
|
|
|
274
|
|
|
—
|
|
|
274
|
|
|
—
|
|
|
274
|
|
||||||
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,928
|
|
|
2,928
|
|
||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,755
|
)
|
|
(9,755
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
23,756
|
|
|
23,756
|
|
|
11,417
|
|
|
35,173
|
|
||||||
Balance as of December 31, 2016
|
48,955,909
|
|
|
$
|
490
|
|
|
$
|
273,149
|
|
|
$
|
110,933
|
|
|
$
|
384,572
|
|
|
$
|
16,913
|
|
|
$
|
401,485
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
35,173
|
|
|
$
|
25,545
|
|
|
$
|
61,062
|
|
Adjustment to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization expense
|
286
|
|
|
865
|
|
|
291
|
|
|||
Share-based compensation
|
1,284
|
|
|
474
|
|
|
40
|
|
|||
Deferred income taxes, net
|
13,147
|
|
|
8,352
|
|
|
(25,338
|
)
|
|||
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|||
Increase in restricted cash
|
(1,877
|
)
|
|
(2,242
|
)
|
|
(327
|
)
|
|||
Decrease (increase) in accounts receivable
|
866
|
|
|
(2,566
|
)
|
|
(303
|
)
|
|||
Increase in inventory
|
(74,281
|
)
|
|
(58,728
|
)
|
|
(38,026
|
)
|
|||
Increase in earnest money deposits
|
(298
|
)
|
|
(11,169
|
)
|
|
(3,384
|
)
|
|||
Decrease (increase) in other assets
|
1,341
|
|
|
(1,887
|
)
|
|
(828
|
)
|
|||
Increase (decrease) in accounts payable
|
1,583
|
|
|
(21
|
)
|
|
4,898
|
|
|||
Increase (decrease) in accrued expenses
|
8,571
|
|
|
(3,465
|
)
|
|
4,706
|
|
|||
Increase (decrease) in customer and builder deposits
|
7,150
|
|
|
(2,814
|
)
|
|
(1,022
|
)
|
|||
Net cash (used in) provided by operating activities
|
(7,055
|
)
|
|
(47,656
|
)
|
|
1,769
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds from sale of investment in direct financing leases
|
—
|
|
|
2,768
|
|
|
5,581
|
|
|||
Issuance of notes receivable
|
—
|
|
|
—
|
|
|
(1,600
|
)
|
|||
Repayments of notes receivable
|
—
|
|
|
—
|
|
|
9,156
|
|
|||
Acquisition of property and equipment
|
(458
|
)
|
|
(307
|
)
|
|
(520
|
)
|
|||
Net cash (used in) provided by investing activities
|
(458
|
)
|
|
2,461
|
|
|
12,617
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Cash received as part of reverse recapitalization
|
—
|
|
|
—
|
|
|
31,916
|
|
|||
Borrowings from lines of credit
|
63,000
|
|
|
86,000
|
|
|
19,000
|
|
|||
Proceeds from notes payable
|
2,660
|
|
|
3,206
|
|
|
7,989
|
|
|||
Repayments of lines of credit
|
(35,500
|
)
|
|
(52,561
|
)
|
|
(22,147
|
)
|
|||
Repayments of notes payable
|
(1,870
|
)
|
|
(5,199
|
)
|
|
(22,434
|
)
|
|||
Repayment of term loan facility
|
—
|
|
|
(150,000
|
)
|
|
—
|
|
|||
Proceeds from equity offering, net of issuance costs
|
—
|
|
|
169,942
|
|
|
—
|
|
|||
Contributions from noncontrolling interests
|
2,928
|
|
|
87
|
|
|
787
|
|
|||
Distributions to controlling interests
|
—
|
|
|
—
|
|
|
(13,121
|
)
|
|||
Distributions to noncontrolling interests
|
(9,755
|
)
|
|
(7,723
|
)
|
|
(11,793
|
)
|
|||
Net cash provided by (used in) financing activities
|
21,463
|
|
|
43,752
|
|
|
(9,803
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
13,950
|
|
|
(1,443
|
)
|
|
4,583
|
|
|||
Cash and cash equivalents at beginning of year
|
21,207
|
|
|
22,650
|
|
|
18,067
|
|
|||
Cash and cash equivalents at end of year
|
$
|
35,157
|
|
|
$
|
21,207
|
|
|
$
|
22,650
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest, net of capitalized interest
|
$
|
—
|
|
|
$
|
2,764
|
|
|
$
|
1,433
|
|
Cash paid for taxes
|
$
|
1,503
|
|
|
$
|
1,339
|
|
|
$
|
636
|
|
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
||||||
Decrease (increase) in land not owned under option agreements
|
$
|
6,921
|
|
|
$
|
(8,935
|
)
|
|
$
|
(7,279
|
)
|
Accrued debt issuance costs
|
$
|
—
|
|
|
$
|
52
|
|
|
$
|
235
|
|
Out-of-period equity adjustment
|
$
|
—
|
|
|
$
|
1,933
|
|
|
$
|
—
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Completed home inventory and residential lots held for sale
|
$
|
127,679
|
|
|
$
|
85,342
|
|
Work in process
|
269,255
|
|
|
236,383
|
|
||
Undeveloped land
|
4,070
|
|
|
6,193
|
|
||
Land not owned under option agreements
|
9,293
|
|
|
16,214
|
|
||
Total Inventory
|
$
|
410,297
|
|
|
$
|
344,132
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest capitalized at beginning of year
|
$
|
9,085
|
|
|
$
|
3,713
|
|
|
$
|
1,065
|
|
Interest incurred
|
3,218
|
|
|
9,625
|
|
|
4,146
|
|
|||
Interest charged to cost of sales
|
(2,886
|
)
|
|
(3,972
|
)
|
|
(105
|
)
|
|||
Interest charged to interest expense
|
—
|
|
|
(281
|
)
|
|
(1,393
|
)
|
|||
Interest capitalized at end of year
|
$
|
9,417
|
|
|
$
|
9,085
|
|
|
$
|
3,713
|
|
|
Years End December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Basic net income attributable to Green Brick Partners, Inc. per share
|
|
|
|
|
|
||||||
Net income attributable to Green Brick Partners, Inc. —basic
|
$
|
23,756
|
|
|
$
|
15,325
|
|
|
$
|
50,026
|
|
Weighted-average number of shares outstanding —basic
|
48,879
|
|
|
40,068
|
|
|
14,712
|
|
|||
Basic net income attributable to Green Brick Partners, Inc. per share
|
$
|
0.49
|
|
|
$
|
0.38
|
|
|
$
|
3.40
|
|
Diluted net income attributable to Green Brick Partners, Inc. per share
|
|
|
|
|
|
||||||
Net income attributable to Green Brick Partners, Inc. —diluted
|
$
|
23,756
|
|
|
$
|
15,325
|
|
|
$
|
50,026
|
|
Weighted-average number of shares used to compute basic net income attributable to Green Brick Partners, Inc.
|
48,879
|
|
|
40,068
|
|
|
14,712
|
|
|||
Dilutive effect of stock options and restricted stock awards
|
7
|
|
|
30
|
|
|
—
|
|
|||
Weighted-average number of shares outstanding —diluted
|
48,886
|
|
|
40,099
|
|
|
14,712
|
|
|||
Diluted net income attributable to Green Brick Partners, Inc. per share
|
$
|
0.49
|
|
|
$
|
0.38
|
|
|
$
|
3.40
|
|
|
Years End December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Antidilutive options to purchase common stock
|
144
|
|
|
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.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Office furniture and equipment
|
$
|
333
|
|
|
$
|
258
|
|
Leasehold improvements
|
166
|
|
|
595
|
|
||
Computers and equipment
|
836
|
|
|
108
|
|
||
Field trailers
|
10
|
|
|
10
|
|
||
Design center
|
470
|
|
|
470
|
|
||
|
1,815
|
|
|
1,441
|
|
||
Less: accumulated depreciation
|
(923
|
)
|
|
(639
|
)
|
||
Total property and equipment, net
|
$
|
892
|
|
|
$
|
802
|
|
|
Total
|
||
2017
|
$
|
39,508
|
|
2018
|
33,444
|
|
|
2019
|
11,073
|
|
|
|
$
|
84,025
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Promissory note to Inwood National Bank (“Inwood”):
|
|
|
|
||||
Revolving credit facility
(1)
|
$
|
15,000
|
|
|
$
|
17,500
|
|
Unsecured revolving credit facility
(2)
|
60,000
|
|
|
30,000
|
|
||
Total lines of credit
|
$
|
75,000
|
|
|
$
|
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 costs associated with the new revolving credit facility of
$0.4 million
were deferred and are included in other assets, net 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 (the “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”). Before the First Amendment (as defined and discussed below) increased the maximum amount of the Unsecured Revolving Credit Facility, the Company could, at its option and subject to certain terms and conditions, prior to the termination date, increase the amount of the revolving credit facility up to a maximum aggregate amount of
$75.0 million
. Before the Second Amendment (as defined and discussed below), commitments under the Unsecured Revolving Credit Facility were available until the period ending December 14, 2018. Citibank, N.A. and Credit Suisse AG, Cayman Islands Branch initially committed to provide
$25.0 million
and
$15.0 million
, respectively.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Notes payable to unrelated third parties:
|
|
|
|
||||
Briar Ridge Investments, LTD
(1)
|
$
|
9,000
|
|
|
$
|
9,000
|
|
Lyons Equities, Inc. Trustee
(2)
|
—
|
|
|
988
|
|
||
Wretched Land, LP
(3)
|
713
|
|
|
—
|
|
||
Graham Mortgage Corporation
(4)
|
1,235
|
|
|
—
|
|
||
Subordinated Lot Notes
(5)
|
—
|
|
|
170
|
|
||
Total notes payable
|
$
|
10,948
|
|
|
$
|
10,158
|
|
|
(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 as of
December 31, 2016
was
$0
. In December 2016, this note was extended through December 31, 2018.
|
(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)
|
On August 19, 2016, a subsidiary of JBGL signed a promissory note for $
1.4 million
maturing on January 1, 2017, bearing interest at
2.0%
per annum and collateralized by land located in Allen Texas.
$0.7 million
of this note was repaid during September 2016. In December 2016, this note was extended through March 1, 2017. The note was paid off on March 1, 2017.
|
(4)
|
On November 30, 2016, a subsidiary of JBGL signed a promissory note for
$1.2 million
maturing on December 1, 2018, bearing interest at
3.0%
per annum and collateralized by land located in Sunnyvale, Texas.
|
(5)
|
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 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.
|
|
Line of Credit
|
|
Notes Payable
|
|
Total
|
||||||
2017
|
$
|
—
|
|
|
$
|
713
|
|
|
$
|
713
|
|
2018
|
—
|
|
|
10,235
|
|
|
10,235
|
|
|||
2019
|
75,000
|
|
|
—
|
|
|
75,000
|
|
|||
2020
|
—
|
|
|
—
|
|
|
—
|
|
|||
2021 and thereafter
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
75,000
|
|
|
$
|
10,948
|
|
|
$
|
85,948
|
|
|
Number of Shares (in thousands)
|
|
Weighted Average Grant Date Fair Value per Share
|
|||
Nonvested, December 31, 2015
|
23
|
|
|
$
|
8.73
|
|
Granted
|
123
|
|
|
$
|
7.60
|
|
Vested
|
(108
|
)
|
|
$
|
7.87
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
Nonvested, December 31, 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, December 31, 2016
|
500
|
|
|
$
|
7.49
|
|
|
7.73
|
|
$
|
—
|
|
Options exercisable, December 31, 2016
|
200
|
|
|
$
|
7.49
|
|
|
7.73
|
|
$
|
—
|
|
|
Number of Shares (in thousands)
|
|
Weighted Average Per Share Grant Date Fair Value
|
|||
Unvested, December 31, 2015
|
400
|
|
|
$
|
2.88
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Vested
|
(100
|
)
|
|
$
|
2.88
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
Unvested, December 31, 2016
|
300
|
|
|
$
|
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,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
158
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
2,076
|
|
|
819
|
|
|
485
|
|
|||
Total current
|
2,234
|
|
|
819
|
|
|
485
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
13,146
|
|
|
8,412
|
|
|
(23,308
|
)
|
|||
State
|
1
|
|
|
(60
|
)
|
|
(2,030
|
)
|
|||
Total deferred
|
13,147
|
|
|
8,352
|
|
|
(25,338
|
)
|
|||
Total income tax provision (benefit)
|
$
|
15,381
|
|
|
$
|
9,171
|
|
|
$
|
(24,853
|
)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued bonuses
|
$
|
1,120
|
|
|
$
|
39
|
|
Accrued payroll
|
101
|
|
|
49
|
|
||
Stock-based compensation
|
291
|
|
|
125
|
|
||
Federal net operating loss carryover
|
40,800
|
|
|
55,622
|
|
||
State net operating loss carryover
|
1,147
|
|
|
1,161
|
|
||
Basis in partnerships
|
22,922
|
|
|
24,773
|
|
||
Warranty accrual
|
444
|
|
|
166
|
|
||
Inventory (Section 263A)
|
945
|
|
|
—
|
|
||
Accrued job costs
|
503
|
|
|
—
|
|
||
Reserve to complete
|
345
|
|
|
—
|
|
||
Alternative minimum tax credit carryover
|
158
|
|
|
—
|
|
||
Other
|
126
|
|
|
40
|
|
||
|
68,902
|
|
|
81,975
|
|
||
Valuation allowance
|
(1,147
|
)
|
|
(1,161
|
)
|
||
Deferred tax assets, net
|
$
|
67,755
|
|
|
$
|
80,814
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
|
||
Prepaid insurance
|
$
|
(43
|
)
|
|
$
|
(34
|
)
|
Noncontrolling interests impact of M-1s
|
—
|
|
|
(117
|
)
|
||
Other
|
(114
|
)
|
|
—
|
|
||
Deferred tax liabilities, net
|
$
|
(157
|
)
|
|
$
|
(151
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Tax on pre-tax book income (before reduction for noncontrolling interests)
|
$
|
17,693
|
|
|
$
|
12,151
|
|
|
$
|
12,673
|
|
Pre-Transaction earnings taxed to partners
|
—
|
|
|
—
|
|
|
(10,634
|
)
|
|||
Tax effect of non-controlled earnings post Transaction
|
(3,996
|
)
|
|
(3,577
|
)
|
|
(644
|
)
|
|||
Change in partnership tax status
|
—
|
|
|
—
|
|
|
(25,244
|
)
|
|||
Change in partnership tax status - state benefit
|
—
|
|
|
—
|
|
|
(1,320
|
)
|
|||
State tax expense, net
|
1,153
|
|
|
533
|
|
|
315
|
|
|||
Deferred other
|
—
|
|
|
(36
|
)
|
|
—
|
|
|||
Other
|
531
|
|
|
100
|
|
|
1
|
|
|||
Total tax expense
|
$
|
15,381
|
|
|
$
|
9,171
|
|
|
$
|
(24,853
|
)
|
|
30.4
|
%
|
|
26.4
|
%
|
|
(68.6
|
)%
|
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Valuation allowance at beginning of the year
|
$
|
1,161
|
|
|
$
|
1,161
|
|
Expiration to state net operating losses
|
(14
|
)
|
|
—
|
|
||
Valuation allowance at end of the year
|
$
|
1,147
|
|
|
$
|
1,161
|
|
Balance as of December 31, 2015
|
$
|
—
|
|
Increase related to Georgia state income tax
|
249
|
|
|
Balance as of December 31, 2016
|
$
|
249
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
$
|
474
|
|
|
$
|
460
|
|
|
$
|
328
|
|
Additions
|
1,399
|
|
|
667
|
|
|
388
|
|
|||
Charges
|
(663
|
)
|
|
(653
|
)
|
|
(256
|
)
|
|||
Ending balance
|
$
|
1,210
|
|
|
$
|
474
|
|
|
$
|
460
|
|
2017
|
$
|
770
|
|
2018
|
786
|
|
|
2019
|
803
|
|
|
2020
|
808
|
|
|
2021 and thereafter
|
458
|
|
|
|
$
|
3,625
|
|
|
Years End December 31,
|
||||||||||
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
(1)(2)
|
|
|
|
|
|
||||||
Builder Operations
|
|
|
|
|
|
||||||
Texas
|
$
|
201,473
|
|
|
$
|
121,979
|
|
|
$
|
83,625
|
|
Georgia
|
163,942
|
|
|
132,288
|
|
|
116,692
|
|
|||
Corporate and Other
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Land Development
|
14,913
|
|
|
36,878
|
|
|
45,785
|
|
|||
|
$
|
380,328
|
|
|
$
|
291,145
|
|
|
$
|
246,102
|
|
Gross profit:
(1)(4)
|
|
|
|
|
|
||||||
Builder Operations
|
|
|
|
|
|
|
|||||
Texas
|
$
|
50,320
|
|
|
$
|
29,992
|
|
|
$
|
19,383
|
|
Georgia
|
37,114
|
|
|
31,733
|
|
|
32,950
|
|
|||
Corporate and Other
(3)
|
(5,659
|
)
|
|
(9,108
|
)
|
|
(3,989
|
)
|
|||
Land Development
|
4,600
|
|
|
9,635
|
|
|
9,877
|
|
|||
|
$
|
86,375
|
|
|
$
|
62,252
|
|
|
$
|
58,221
|
|
Income before taxes
(4)
|
|
|
|
|
|
|
|
|
|||
Builder Operations
|
|
|
|
|
|
||||||
Texas
|
$
|
34,939
|
|
|
$
|
19,945
|
|
|
$
|
10,889
|
|
Georgia
|
24,639
|
|
|
21,744
|
|
|
24,688
|
|
|||
Corporate and Other
(3)
|
(12,635
|
)
|
|
(12,091
|
)
|
|
(632
|
)
|
|||
Land Development
|
3,611
|
|
|
5,118
|
|
|
1,264
|
|
|||
|
$
|
50,554
|
|
|
$
|
34,716
|
|
|
$
|
36,209
|
|
Inventory:
|
|
|
|
|
|
||||||
Builder Operations
|
|
|
|
|
|
||||||
Texas
|
$
|
76,878
|
|
|
$
|
61,403
|
|
|
$
|
42,665
|
|
Georgia
|
90,859
|
|
|
86,707
|
|
|
55,747
|
|
|||
Corporate and Other
(3)
|
9,834
|
|
|
7,869
|
|
|
2,631
|
|
|||
Land Development
|
232,726
|
|
|
188,153
|
|
|
174,098
|
|
|||
|
$
|
410,297
|
|
|
$
|
344,132
|
|
|
$
|
275,141
|
|
|
(1)
|
The Builder Operations segment revenues is not equal to the sale of residential units included in the consolidated statements of income. The difference is due to sale of land and lots operations related to controlled builders which are reported within the Builder Operations segment versus Land Development. The Land Development segment includes sale of land and lots operations related to the acquisition and development of land which is sold to the Company’s controlled builders and third-party homebuilders. Therefore, the gross profit on the sale of land and lots related to controlled builders is reported within the Builder Operations segment.
|
(2)
|
Due to the change in our segments, as discussed in
Note 2
, we moved (i)
$0.3 million
in revenues from our Builder Operations segment to our Land Development segment during the year ended
December 31, 2014
, (ii)
$0.1 million
and
$1.5 million
in gross profit from our Land Development segment to our Builder Operations segment during the years ended
December 31, 2015
and
2014
, respectively, and (iii)
$63.4 million
and
$73.9 million
in inventory from our Builder Operations segment to our Land Development segment during the years ended
December 31, 2015
and
2014
, respectively.
|
(3)
|
Corporate and Other is comprised principally of general corporate expenses associated with administrative functions such as finance, treasury, information technology and human resources, and results from Title.
|
(4)
|
Certain indirect project costs previously classified as salary expense and selling, general and administrative expense have been classified as cost of residential units for the years ended December 31, 2015 and December 31, 2014 to properly present cost of residential units, salary expense, and selling, general and administrative expense. Therefore, amounts presented differ from the amounts previously reported in our Annual Report on Form 10-K for the year ended December 31, 2015. See
Note 2
for further discussion on this change in classification.
|
Year ended December 31, 2016
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Revenues
|
|
$
|
69,958
|
|
|
$
|
98,936
|
|
|
$
|
91,670
|
|
|
$
|
119,764
|
|
Gross profit
(1)
|
|
14,414
|
|
|
22,116
|
|
|
20,644
|
|
|
29,201
|
|
||||
Net income attributable to Green Brick Partners, Inc.
|
|
3,094
|
|
|
6,743
|
|
|
6,243
|
|
|
7,676
|
|
||||
Net income attributable to Green Brick Partners, Inc. per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$0.06
|
|
$0.14
|
|
$0.13
|
|
$0.16
|
||||||||
Diluted
|
|
$0.06
|
|
$0.14
|
|
$0.13
|
|
$0.16
|
||||||||
Year ended December 31, 2015
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Revenues
|
|
$
|
58,452
|
|
|
$
|
71,987
|
|
|
$
|
75,198
|
|
|
$
|
85,508
|
|
Gross profit
(1)
|
|
15,039
|
|
|
15,922
|
|
|
14,387
|
|
|
16,904
|
|
||||
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:
(2)
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$0.13
|
|
$0.12
|
|
$0.06
|
|
$0.10
|
||||||||
Diluted
|
|
$0.13
|
|
$0.12
|
|
$0.06
|
|
$0.10
|
|
(1)
|
Certain indirect project costs previously classified as salary expense and selling, general and administrative expense have been classified as cost of residential units for the years ended December 31, 2015 and December 31, 2014 to properly present cost of residential units, salary expense, and selling, general and administrative expense. Therefore, the amounts presented differ from the amounts previously reported in our Annual Report on Form 10-K for the year ended December 31, 2015 and our Quarterly Report on Form 10-Q for the first, second and third quarters of 2016. See
Note 2
for further discussion on this change in classification.
|
(2)
|
Per share amounts for the four quarters do not add to per share amounts for the year due to rounding differences in quarterly amounts and due to the impact of differences between the quarterly and annual weighted average share calculations.
|
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).
|
10.43†*
|
|
2014 Omnibus Equity Incentive Plan Stock Bonus Award Agreement, dated as of November 10, 2016, by and between the Company and Jed Dolson.
|
10.44
|
|
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).
|
10.45
|
|
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).
|
Number
|
|
Description
|
10.46
|
|
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).
|
10.47
|
|
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).
|
10.48
|
|
First Amendment to Credit Agreement, dated as of August 31, 2016, by and among Green Brick Partners, Inc., Flagstar Bank, FSB, the lenders named therein, and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed September 1, 2016).
|
10.49
|
|
Amendment No. 2 to the Credit Agreement, dated as of December 1, 2016, by and among Green Brick Partners, Inc., the lenders named therein, and Citibank, N.A., as agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed December 1, 2016).
|
21.1*
|
|
List of Subsidiaries of the Company.
|
23.1*
|
|
Consent of RSM US LLP, Independent Registered Public Accounting Firm to the Company.
|
23.2*
|
|
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).
|
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 13, 2017
|
|
James R. Brickman
|
|
|||
|
|
|
|
|
/s/ Richard A. Costello
|
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
March 13, 2017
|
|
Richard A. Costello
|
|
|||
|
|
|
|
|
/s/ Elizabeth K. Blake
|
|
Director
|
March 13, 2017
|
|
Elizabeth K. Blake
|
|
|||
|
|
|
|
|
/s/ Harry Brandler
|
|
Director
|
March 13, 2017
|
|
Harry Brandler
|
|
|||
|
|
|
|
|
/s/ David Einhorn
|
|
Chairman of the Board
|
March 13, 2017
|
|
David Einhorn
|
|
|||
|
|
|
|
|
/s/ John R. Farris
|
|
Director
|
March 13, 2017
|
|
John R. Farris
|
|
|||
|
|
|
|
|
/s/ Kathleen Olsen
|
|
Director
|
March 13, 2017
|
|
Kathleen Olsen
|
|
|||
|
|
|
|
|
/s/ Richard S. Press
|
|
Director
|
March 13, 2017
|
|
Richard S. Press
|
|
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