DEBT

Term Loan Facility

Term loan facility outstanding at December 31, 2014 and 2013 consists of the following (in thousands):



	December 31, 2014		December 31, 2013
Term Loan Facility	$	150,000	$	—

On October 27, 2014, in connection with the Transaction, the Company entered into the Loan Agreement, a guaranty and a pledge and security agreement with certain funds and accounts managed by Greenlight, our largest shareholder. Greenlight beneficially owns approximately 49.9% of the voting power of the Company. The Loan Agreement provides for a five year term loan facility in an aggregate principal amount of $150.0 million which funded part of the Transaction (the “Term Loan Facility”). Certain subsidiaries of the Company guarantee obligations under the Term Loan Facility pursuant to the guaranty.

The Term Loan Facility bears interest at 9.0% per annum, payable quarterly, from October 27, 2014 through the first anniversary thereof and 10.0% per annum thereafter. The Company has a one-time right to elect to pay up to four consecutive quarters’ interest in kind. The Term Loan Facility is subject to mandatory prepayment with 100% of the net cash proceeds received from the incurrence of certain debt by the Company or the issuance of certain equity securities. Voluntary prepayments of the Term Loan Facility is permitted at any time. All prepayments made prior to October 27, 2016 are subject to a 1.0% prepayment premium.

The Term Loan Facility is secured by a first priority lien on substantially all of our assets and substantially all of the assets, subject to certain exceptions, of each of the Company’s subsidiaries.

The costs associated with the issuance of the Term Loan Facility of $0.4 million were deferred and are included in other assets in our consolidated balance sheets. We are amortizing these debt issuance costs to interest expense over the term of the Term Loan Facility using the effective interest method.

The Term Loan Facility is subject to customary affirmative covenants, including affirmative covenants relating to: reporting requirements; preservation of existence; payment of liabilities, including taxes; maintenance of insurance; visitation rights; keeping of records and books of accounts; compliance with laws; use of proceeds; further assurance; additional security; environmental compliance; and, accounting and financial management.

The Term Loan Facility is also subject to customary negative covenants, including negative covenants relating to limits on: incurrence of indebtedness and liens; investments; dividends and related distributions; liquidations; mergers and acquisitions; disposition of assets or subsidiaries; transactions with affiliates; change in business; change of fiscal year; issuance of stock by subsidiaries; amendments to organizational documents; entering into inconsistent agreements; foreign subsidiaries; and, entering into hedging arrangements.

In addition, the Term Loan Facility requires the Company to maintain a fixed charge coverage ratio, tested quarterly, of no more than (a) 0.80 to 1.00 as of the last day of any fiscal quarter in which all or a portion of the interest on the facility for such fiscal quarter is paid-in kind for the previous four quarter period ending prior to such date or (b) 1.00 to 1.20 as of the last day of any other fiscal quarter for the previous four quarter period ending prior to such date.

We were in compliance with all covenants of the Term Loan Facility at December 31, 2014.

Lines of Credit

Lines of credit outstanding at December 31, 2014 and 2013 consist of the following (in thousands):



	December 31, 2014		December 31, 2013
Promissory note to Inwood National Bank (“Inwood”):
Direct finance leases A⁽¹⁾	$	662	$	2,439
Direct finance leases B⁽²⁾	899		2,269
John’s Creek⁽³⁾	12,500		12,500
Total lines of credit	$	14,061	$	17,208


(1)	During 2012, a subsidiary of JBGL opened a line of credit (“LOC”) issued by Inwood in the amount of $4.8 million maturing on April 13, 2014, bearing interest at 4.0%, and collateralized by the leased assets. The LOC was renewed during 2014 until April 13, 2015. Management plans to renew the LOC prior to the maturity date.


(2)	During 2012, a subsidiary of JBGL opened a LOC issued by Inwood in the amount of $3.0 million maturing on September 15, 2014, bearing interest at 4.0%, and collateralized by the leased assets. The LOC was renewed until April 13, 2015.

(3)

During 2012, a subsidiary of JBGL opened a LOC with Inwood in the amount of $8.0 million. On October 13, 2013, the JBGL subsidiary extended this revolving credit facility and increased the size from $8.0 million to $25.0 million maturing on October 13, 2014. Interest accrues and is payable monthly at a rate of 4.0%. Amounts drawn under this credit facility as of December 31, 2014 totaled $12.5 million and were secured by land owned in John’s Creek, Georgia. The credit facility was renewed until October 13, 2015.

Under the LOC agreements with Inwood described above, the Company is required to maintain minimum multiples of net worth in excess of the outstanding LOC balances. We were in compliance with this covenant as of December 31, 2014.

Notes Payable

Notes payable outstanding at December 31, 2014 and 2013 consist of the following (in thousands):



	December 31, 2014		December 31, 2013
Note payable to unrelated third party:
Briar Ridge Investments, LTD⁽¹⁾	$	9,000	$	9,000
PlainsCapital Bank⁽²⁾	—		7,500
Bossy Boots Holding, LTD⁽³⁾	—		5,655
Lakeside DFW Land, LTD⁽⁴⁾	1,824		2,980
Other	—		39
Subordinated Lot Notes⁽⁵⁾	1,327		1,421
Total notes payable	$	12,151	$	26,595


(1)	On December 13, 2013, a subsidiary of JBGL signed a promissory note for $9 million maturing at December 13, 2017, bearing interest at 6.0% collateralized by land purchased in Allen, Texas. Accrued interest at December 31, 2014 was $0.


(2)	On December 17, 2013, a subsidiary of JBGL initiated a promissory note with PlainsCapital Bank for $7.5 million maturing on December 17, 2015, bearing interest at 5.0%, collateralized by a lien on lots and land located in the Carrollton, Texas area and subject to certain covenants. This promissory was paid in full during in September 2014.


(3)	On December 31, 2012, a subsidiary of JBGL signed a promissory note for $17.1 million maturing on February 28, 2014, bearing interest at 6.0%, collateralized by a tract of land located in Allen, Texas. Accrued interest is payable upon maturity. This note was paid in full during 2014.

(4)

On April 15, 2013, a subsidiary of JBGL signed a promissory note for $3.5 million maturing on January 22, 2014 bearing interest at 6.0% collateralized by land located in Denton, Texas. This note was paid in full during 2014. On April 16, 2014, a new promissory note was signed for $3.3 million maturing on April 30, 2015 bearing interest at 5.0% collateralized by land located in Denton, Texas. $1.5 million of this note was repaid in July, 2014.

(5)

Subsidiaries of the Company purchased lots under various agreements from unrelated third parties. The sellers of these lots have subordinated a percentage of the lot purchase price to various construction loans of subsidiaries of the Company’s construction loans. Notes were signed in relation to the subordination bearing interest at between 8.0% and 14.0% percent, collateralized by liens on the homes built on each lot. The sellers will release their lien upon payment of principle plus accrued interest at the closing of each individual home to a third party buyer

The approximate annual minimum principal payments over the next five years under the debt agreements as of December 31, 2014 are (in thousands):



	Line of Credit		Notes Payable		Term Loan Facility		Total
2015	$	14,061	$	2,473	$	—	$	16,534
2016	—		678		—		678
2017	—		9,000		—		9,000
2018	—		—		—		—
2019 and thereafter	—		—		150,000		150,000
	$	14,061	$	12,151	$	150,000	$	176,212