Reverse Recapitalization

3 Months Ended

Mar. 31, 2015

Equity [Abstract]

Reverse Recapitalization

REVERSE RECAPITALIZATION

The authorized common stock of the Company consists of 100,000,000 shares with a $0.01 par value.

On June 10, 2014, the Company entered into a definitive transaction agreement with the owners of JBGL, which provided that we would acquire JBGL for $275 million, payable in cash and shares of our common stock. The Transaction was completed on October 27, 2014. Pursuant to the terms of the Transaction, we paid the $275 million purchase price with approximately $191.8 million in cash and the remainder in 11,108,500 shares of our common stock valued at approximately $7.49 per share.

After giving effect to the Transaction, there were 31,346,084 shares of our common stock outstanding. Prior to the Transaction, we were a non-operating public shell company with nominal operations and assets consisting of cash, deferred tax assets, and nominal other nonoperating assets.

For accounting purposes, this transaction is being accounted for as a reverse recapitalization and has been treated as a recapitalization of JBGL, the accounting acquirer. JBGL's financial statements became the financial statements of the registrant The Company did not recognize goodwill or any intangible assets in connection with the transaction. The historical financial consolidated statements of the Company are those of JBGL. From the date of the Transaction and subsequent, the consolidated financial statements include the results of the consolidated entities of the Company.

For financial reporting purposes, the 11,108,500 shares issued by BioFuel in conjunction with the Transaction have been presented as outstanding for all periods prior to the Transaction. All share and per share amounts have been retroactively restated to the earliest periods presented to reflect the transaction. The contributions from and distributions to equity holders during the historical periods presented were contributed from and distributed to equity holders whom were members of JBGL pre-Transaction.

The following table summarizes the net identifiable liabilities of BioFuel retained on the Transaction Date (in thousands):

Cash	$	31,916
Deferred tax assets	65,020
Deferred tax assets valuation allowance	(1,161		)
Other assets	591
Debt	(150,000		)
Other liabilities	(312		)
Net liabilities acquired	$	(53,946	)

BioFuel incurred acquisition costs of approximately $3.2 million included in additional paid-in-capital on our consolidated balance sheets for the year ended December 31, 2014. Since the transaction was considered a reverse recapitalization, the presentation of pro-forma financial information was not required.

STOCKHOLDERS’ EQUITY

A summary of changes in stockholders’ equity is presented below (dollars in thousands):

	Common Stock			Additional Paid-in Capital		Retained Earnings			Total Green Brick Partners, Inc. Stockholders’ Equity			Noncontrolling Interests			Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2013	11,108,500	$	111	$	155,985	$	33,014		$	189,110		$	9,709		$	198,819
Contributions	—	—		—		—			—			—			—
Distributions	—	—		—		(877		)	(877		)	(1,157		)	(2,034		)
Net income	—	—		—		7,349			7,349			2,467			9,816
Balance at March 31, 2014	11,108,500	$	111	$	155,985	$	39,486		$	195,582		$	11,019		$	206,601
Balance at December 31, 2014	31,346,084	$	313	$	101,626	$	69,919		$	171,858		$	9,739		$	181,597
Share-based compensation	—	—		83		—			83			—			83
Contributions	—	—		—		—			—			45			45
Distributions	—	—		—		—			—			(300		)	(300		)
Net income	—	—		—		4,018			4,018			2,170			6,188
Balance at March 31, 2015	31,346,084	$	313	$	101,709	$	73,937		$	175,959		$	11,654		$	187,613