UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015 or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______to ______
 
Commission File Number 001-36283
 
 

 
The New Home Company Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
 
Delaware
 
27-0560089
(State or other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
85 Enterprise, Suite 450
Aliso Viejo, California 92656
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (949) 382-7800
 
 
 
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ý     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ý     No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
Non-accelerated filer (Do not check if smaller reporting company)
ý
Smaller reporting company
¨
Accelerated filer
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes   ¨     No   ý
Registrant’s shares of common stock outstanding as of August 5, 2015: 16,516,546




THE NEW HOME COMPANY INC.
FORM 10-Q
INDEX

 
 
 
 
 
Page
Number
 
PART I  Financial Information
 
 
 
Item 1.
 
 

 
 
 
 
Item 2.
Item 3.
Item 4.
 
Part II   Other Information
 
 
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
 
 
 
 


2



PART I – FINANCIAL INFORMATION
Item 1.
Financial Statements

THE NEW HOME COMPANY INC.
CONDENSED CONSOLIDATED BALANCE SHEETS


 
June 30,
 
December 31,
 
2015
 
2014
 
(unaudited)
 
 
Assets
 
 
 
Cash and cash equivalents
$
36,658,057

 
$
44,057,589

Restricted cash
134,625

 
282,501

Contracts and accounts receivable
7,148,086

 
13,163,927

Due from affiliates
490,441

 
2,662,423

Real estate inventories
246,393,288

 
163,564,181

Investment in unconsolidated joint ventures
58,405,196

 
60,564,033

Property and equipment, net of accumulated depreciation
990,120

 
983,984

Other assets
8,443,735

 
6,679,468

Total assets
$
358,663,548

 
$
291,958,106

 
 
 
 
Liabilities and equity
 
 
 
Accounts payable
$
20,674,417

 
$
16,580,629

Accrued expenses and other liabilities
6,496,901

 
11,200,458

Notes payable
174,983,759

 
113,751,334

Notes payable to affiliates
249,144

 

Total liabilities
202,404,221

 
141,532,421

Commitments and contingencies (Note 10)

 

Equity:
 
 
 
Stockholders' equity:
 
 
 
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares outstanding

 

Common stock, $0.01 par value, 500,000,000 shares authorized, 16,516,546 and 16,448,750, shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively.
165,166

 
164,488

Additional paid-in capital
144,708,843

 
143,474,637

Retained earnings
9,462,549

 
4,444,553

Total The New Home Company Inc. stockholders' equity
154,336,558

 
148,083,678

Noncontrolling interest in subsidiary
1,922,769

 
2,342,007

Total equity
156,259,327

 
150,425,685

Total liabilities and equity
$
358,663,548

 
$
291,958,106

See accompanying notes to the unaudited condensed consolidated financial statements.


3



THE NEW HOME COMPANY INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
Revenues:
 
 
 
 
 
 
 
Home sales
$
19,202,004

 
$
9,606,622

 
$
75,437,767

 
$
14,657,942

Fee building, including management fees from unconsolidated joint ventures of $2,132,585, $1,640,226, $5,100,485 and $3,324,800, respectively
26,428,808

 
12,897,269

 
73,058,271

 
33,409,355

 
45,630,812

 
22,503,891

 
148,496,038

 
48,067,297

Expenses:
 
 
 
 
 
 
 
Cost of homes sales
17,196,140

 
7,917,632

 
65,475,664

 
11,899,770

Cost of fee building
25,208,891

 
13,023,279

 
68,985,641

 
32,474,746

Abandoned project costs
328,601

 
13,684

 
443,196

 
99,788

Selling and marketing
1,341,814

 
818,365

 
2,620,357

 
1,216,553

General and administrative
4,312,739

 
2,601,548

 
7,973,003

 
4,879,857

 
48,388,185

 
24,374,508

 
145,497,861

 
50,570,714

Equity in net income of unconsolidated joint ventures
3,256,023

 
171,508

 
5,123,922

 
944,728

Guaranty fee income

 

 

 
18,927

Other (expense) income, net
(83,742
)
 
12,640

 
(276,780
)
 
11,984

Income (loss) before taxes
414,908

 
(1,686,469
)
 
7,845,319

 
(1,527,778
)
(Provision) benefit for taxes
(140,433
)
 
607,129

 
(3,025,602
)
 
2,019,149

Net income (loss)
274,475

 
(1,079,340
)
 
4,819,717

 
491,371

Net loss attributable to noncontrolling interests
174,875

 
33,985

 
198,279

 
34,485

Net income (loss) attributable to The New Home Company Inc.
$
449,350

 
$
(1,045,355
)
 
$
5,017,996

 
$
525,856

 
 
 
 
 
 
 
 
Earnings (loss) per share attributable to The New Home Company Inc.
 
 
 
 
 
 
 
Basic
$
0.03

 
$
(0.06
)
 
$
0.30

 
$
0.03

Diluted
$
0.03

 
$
(0.06
)
 
$
0.30

 
$
0.03

Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic
16,516,546

 
16,448,750

 
16,502,578

 
15,233,473

Diluted
16,672,649

 
16,448,750

 
16,623,663

 
15,255,751

See accompanying notes to the unaudited condensed consolidated financial statements.


4



THE NEW HOME COMPANY INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF EQUITY
 
 
Stockholders’ Equity
 
Noncontrolling Interest in Subsidiary
 
Total Equity
 
 
Number of
Common
Shares
 
Common Stock
 
Additional
Paid-in
Capital
 
Retained Earnings
 
Total
Stockholders’
Equity
 
 
Balance at December 31, 2014
 
16,448,750

 
$
164,488

 
$
143,474,637

 
$
4,444,553

 
$
148,083,678

 
$
2,342,007

 
$
150,425,685

Net income (loss)
 

 

 

 
5,017,996

 
5,017,996

 
(198,279
)
 
4,819,717

Noncontrolling interest contribution
 

 

 

 

 

 
600,841

 
600,841

Noncontrolling interest distribution
 

 

 

 

 

 
(821,800
)
 
(821,800
)
Stock-based compensation expense
 

 

 
1,234,884

 

 
1,234,884

 

 
1,234,884

Shares issued through stock plans
 
67,796

 
678

 
(678
)
 

 

 

 

Balance at June 30, 2015
 
16,516,546

 
$
165,166

 
$
144,708,843

 
$
9,462,549

 
$
154,336,558

 
$
1,922,769

 
$
156,259,327

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to the unaudited condensed consolidated financial statements.


5



THE NEW HOME COMPANY INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Six months ended June 30,
 
2015
 
2014
Operating activities:
 
 
 
Net income
$
4,819,717

 
$
491,371

Adjustments to reconcile net income to net cash used in operating activities:
 
 
 
Deferred taxes
(5,840,516
)
 
(1,442,533
)
Amortization of equity based compensation
1,234,884

 
1,247,618

Distributions of earnings from unconsolidated joint ventures
7,451,996

 
370,075

Equity in net income of unconsolidated joint ventures
(5,123,922
)
 
(944,728
)
Deferred profit from unconsolidated joint ventures
(1,435,278
)
 

Depreciation
231,812

 
138,933

Abandoned project costs
443,196

 
99,788

Net changes in operating assets and liabilities:
 
 
 
Restricted cash
147,876

 
(3,553,695
)
Contracts and accounts receivable
6,015,841

 
(210,657
)
Due from affiliates
2,171,982

 
230,887

Real estate inventories
(103,750,216
)
 
(33,933,637
)
Other assets
4,076,249

 
1,857,583

Accounts payable
4,093,788

 
3,997,845

Accrued expenses and other liabilities
(4,703,557
)
 
(3,494,510
)
Net cash used in operating activities
(90,166,148
)
 
(35,145,660
)
Investing activities:
 
 
 
Purchases of property and equipment
(237,948
)
 
(697,443
)
Contributions to unconsolidated joint ventures
(4,712,067
)
 
(13,401,721
)
Distributions of equity from unconsolidated joint ventures
24,806,006

 
2,407,115

Net cash provided by (used in) investing activities
19,855,991

 
(11,692,049
)
Financing activities:
 
 
 
Net proceeds from issuance of common stock

 
87,800,022

Repurchase of common stock

 
(11,988,281
)
Borrowings from notes payable
76,249,616

 
45,327,765

Repayments of notes payable
(12,517,191
)
 
(31,534,951
)
Cash distribution to noncontrolling interest in subsidiary
(821,800
)
 

Net cash provided by financing activities
62,910,625

 
89,604,555

Net (decrease) increase in cash and cash equivalents
(7,399,532
)
 
42,766,846

Cash and cash equivalents – beginning of period
44,057,589

 
9,541,361

Cash and cash equivalents – end of period
$
36,658,057

 
$
52,308,207

Supplemental disclosures of cash flow information
 
 
 
Interest paid, net of amounts capitalized
$

 
$

Taxes paid
$
8,250,000

 
$
250,000

Supplemental disclosures of non-cash transactions
 
 
 
Purchase of real estate with note payable to land seller
$

 
$
17,000,000

Purchase of real estate with notes payable to affiliates
$
747,432

 
$

Contribution of real estate to unconsolidated joint ventures
$
18,827,898

 
$

Contribution of real estate from noncontrolling interest in subsidiary
$
600,841

 
$

See accompanying notes to the unaudited condensed consolidated financial statements.

6


THE NEW HOME COMPANY INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



1.    Organization and Summary of Significant Accounting Policies

Organization
 
The New Home Company Inc. (the “Company”), a Delaware Corporation, and its subsidiaries are primarily engaged in all aspects of residential real estate development, including acquiring land and designing, constructing and selling homes located in California.
 
Initial Public Offering

The Company completed its initial public offering (“IPO”) on January 30, 2014. In preparation for the IPO, the Company reorganized from a Delaware limited liability company (“LLC”) into a Delaware corporation, issuing 8,636,250 shares of common stock to the former members of the LLC in the Company's formation transactions, and changed its name to The New Home Company Inc. As a result of the IPO, the Company issued and sold 8,984,375 shares of common stock (including 1,171,875 shares sold pursuant to the underwriter's exercise of their option to purchase additional shares from the Company) at the public offering price of $11.00 per share. In accordance with the terms of the IPO, with net proceeds received from the underwriters exercise of their option to purchase additional shares, the Company repurchased 1,171,875 shares of its common stock issued to a member of the LLC in connection with the Company's formation transactions. The Company received proceeds of $75.8 million , net of the underwriting discount, offering expenses and the repurchase of shares. Upon the close of the IPO, the Company had 16,448,750 common shares outstanding. The Company had 16,516,546 common shares outstanding as of June 30, 2015 .

Basis of Presentation
 
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts have been eliminated upon consolidation.
 
The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 . The accompanying unaudited condensed financial statements include all adjustments (consisting of normal recurring entries) necessary for the fair presentation of our results for the interim period presented. Results for the interim period are not necessarily indicative of the results to be expected for the full year.
 
Unless the context otherwise requires, the terms “we”, “us”, “our” and “the Company” refer to the Company.
 
Use of Estimates
 
The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and notes. Accordingly, actual results could differ materially from these estimates.

Segment Reporting
 
Accounting Standards Codification (“ASC”) 280, "Segment Reporting" (“ASC 280”) established standards for the manner in which public enterprises report information about operating segments. In accordance with ASC 280, we have determined that our homebuilding division and our fee building division are our operating segments. Corporate is a non-operating segment.
 
Cash and Cash Equivalents and Concentration of Credit Risk
 
We define cash and cash equivalents as cash on hand, demand deposits with financial institutions, and short term liquid investments with a maturity date of less than three months from the date of purchase. The Company’s cash balances exceed federally insurable limits. The Company monitors the cash balances in its operating accounts and adjusts the cash balances as appropriate; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, the Company has not experienced a loss or lack of access to cash in its operating accounts.
 

7


THE NEW HOME COMPANY INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Restricted Cash
 
Restricted cash of $0.1 million and $0.3 million as of June 30, 2015 and December 31, 2014 , respectively, is held in accounts for payments of subcontractor costs incurred in connection with various fee building projects.

Real Estate Inventories and Cost of Sales
 
We capitalize pre-acquisition, land, development and other allocated costs, including interest, during development and home construction. Pre-acquisition costs, including non-refundable land deposits, are expensed to abandoned project costs when we determine continuation of the prospective project is not probable.
 
Land, development and other common costs are typically allocated to real estate inventories using a methodology that approximates the relative-sales-value method. Home construction costs per production phase are recorded using the specific identification method. Cost of sales for homes closed includes the allocation of construction costs of each home and all applicable land acquisition, land development and related common costs (both incurred and estimated to be incurred) based upon the relative-sales-value of the home within each project. Changes to estimated total development costs subsequent to initial home closings in a project are generally allocated on a relative-sales-value method to remaining homes in the project. Inventory is stated at cost, unless the carrying amount is determined not to be recoverable, in which case inventory is written down to fair value. We review our real estate assets at each project on a periodic basis or whenever indicators of impairment exist. Real estate assets include projects actively selling and projects under development or held for future development. Indicators of impairment include, but are not limited to, significant decreases in local housing market values and selling prices of comparable homes, significant decreases in gross margins and sales absorption rates, costs significantly in excess of budget, and actual or projected cash flow losses.
 
If there are indicators of impairment, we perform a detailed budget and cash flow review of the applicable real estate inventories to determine whether the estimated remaining undiscounted future cash flows of the project are more or less than the asset’s carrying value. If the undiscounted cash flows are more than the asset’s carrying value, no impairment adjustment is required. However, if the undiscounted cash flows are less than the asset’s carrying value, the asset is deemed impaired and is written down to fair value.
 
When estimating undiscounted cash flows of a project, we make various assumptions, including: (i) expected sales prices and sales incentives to be offered, including the number of homes available, pricing and incentives being offered by us or other builders in other projects, and future sales price adjustments based on market and economic trends; (ii) expected sales pace and cancellation rates based on local housing market conditions, competition and historical trends; (iii) costs expended to date and expected to be incurred including, but not limited to, land and land development costs, home construction costs, interest costs, indirect construction and overhead costs, and selling and marketing costs; (iv) alternative product offerings that may be offered that could have an impact on sales pace, sales price and/or building costs; and (v) alternative uses for the property.
 
Many assumptions are interdependent and a change in one may require a corresponding change to other assumptions. For example, increasing or decreasing sales absorption rates has a direct impact on the estimated per unit sales price of a home, the level of time sensitive costs (such as indirect construction, overhead and carrying costs), and selling and marketing costs (such as model maintenance costs and advertising costs). Depending on the underlying objective of the project, assumptions could have a significant impact on the projected cash flow analysis. For example, if our objective is to preserve operating margins, our cash flow analysis will be different than if the objective is to increase sales. These objectives may vary significantly from project to project and over time. If assets are considered impaired, impairment is determined by the amount the asset’s carrying value exceeds its fair value. Fair value is determined based on estimated future cash flows discounted for inherent risks associated with real estate assets. These discounted cash flows are impacted by expected risk based on estimated land development; construction and delivery timelines; market risk of price erosion; uncertainty of development or construction cost increases; and other risks specific to the asset or market conditions where the asset is located when assessment is made. These factors are specific to each project and may vary among projects. For the three and six months ended June 30, 2015 and 2014 , no impairment adjustments relating to homebuilding real estate inventories were recorded.


8


THE NEW HOME COMPANY INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Capitalization of Interest
 
We follow the practice of capitalizing interest to real estate inventories during the period of development and to investments in unconsolidated joint ventures in accordance with ASC 835, “Interest” (“ASC 835”). Interest capitalized as a component of cost of real estate inventories is included in cost of home sales as related homes or lots are sold. To the extent interest is capitalized to investment in unconsolidated joint ventures, it is included as a reduction of income from or increase in loss from unconsolidated joint ventures when the related homes or lots are sold to third parties. To the extent our debt exceeds our qualified assets as defined in ASC 835, we expense a portion of the interest incurred by us. Qualified assets represent projects that are actively selling or under development as well as investments in unconsolidated joint ventures accounted for under the equity method until such equity investees begin their principal operations.
 
Revenue Recognition
 
Home Sales and Profit Recognition
 
In accordance with ASC 360, “Property, Plant, and Equipment”, revenues from home sales and other real estate sales are recorded and a profit is recognized when the respective homes are closed. Home sales and other real estate sales are closed when all conditions of escrow are met, including delivery of the home or other real estate asset, title passage, appropriate consideration is received and collection of associated receivables, if any, is reasonably assured. Sales incentives are a reduction of revenues when the respective home is closed. When it is determined that the earnings process is not complete, the sale and the related profit are deferred for recognition in future periods. The profit we record is based on the calculation of cost of sales, which is dependent on our allocation of costs, as described in more detail above in the section entitled “Real Estate Inventories and Cost of Sales.”
 
Fee Building
 
The Company enters into fee building agreements to provide services whereby it will build homes on behalf of independent third-party property owners. The independent third-party property owner funds all project costs incurred by the Company to build and sell the homes. The Company primarily enters into cost plus fee contracts where it charges independent third-party property owners for all direct and indirect costs plus a negotiated management fee. For these types of contracts, the Company recognizes revenue based on the actual total costs it has expended plus the applicable management fee. The management fee is typically a fixed fee based on a percentage of the cost or home sales revenue of the project depending on the terms of the agreement with the independent third-party property owner. In accordance with ASC 605, “Revenue Recognition” (“ASC 605”), revenues from fee building services are recognized over a cost-to-cost approach in applying the percentage-of-completion method. Under this approach, revenue is earned in proportion to total costs incurred, divided by total costs expected to be incurred. The total estimated cost plus the management fee represents the total contract value. The Company recognizes revenue based on the actual labor and other direct costs incurred, plus the portion of the management fee it has earned to date. In the course of providing its services, the Company routinely subcontracts for services and incurs other direct costs on behalf of its clients. These costs are passed through to clients and, in accordance with industry practice and GAAP, are included in the Company’s revenue and cost of revenue. Under certain agreements, the Company is eligible to receive additional incentive compensation as certain financial thresholds defined in the agreement are achieved. The Company recognizes revenue for any incentive compensation when such financial thresholds are probable of being met and such compensation is deemed to be collectible, generally at the date the amount is communicated to us by the independent third-party property owner.
 
The Company also enters into fee building and management contracts with third parties and its unconsolidated joint ventures where it provides construction supervision services, as well as sales and marketing services, and does not bear financial risks for any services provided. In accordance with ASC 605, revenues from these services are recognized over a proportional performance method or completed performance method. Under this approach, revenue is earned as services are provided in proportion to total services expected to be provided to the client or on a straight line basis if the pattern of performance cannot be determined while costs are recognized as incurred. Revenue recognition for any portion of the fees earned from these services that are contingent upon a financial threshold or specific event is deferred until the threshold is achieved or the event occurs.
 
The Company’s fee building revenues have historically been concentrated in a small number of customers. For the three and six months ended June 30, 2015 , one customer comprised 92% and 93% of fee building revenue, respectively. For the three and six months ended June 30, 2014 , one customer comprised 87% and 83% of fee building revenue, respectively. As of June 30, 2015 and December 31, 2014 , one customer comprised 76% and 98% of contracts and accounts receivables, respectively.

9


THE NEW HOME COMPANY INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




Variable Interest Entities
 
The Company accounts for variable interest entities in accordance with ASC 810, “Consolidation” (“ASC 810”). Under ASC 810, a variable interest entity (“VIE”) is created when: (a) the equity investment at risk in the entity is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by other parties, including the equity holders; (b) the entity’s equity holders as a group either (i) lack the direct or indirect ability to make decisions about the entity, (ii) are not obligated to absorb expected losses of the entity or (iii) do not have the right to receive expected residual returns of the entity; or (c) the entity’s equity holders have voting rights that are not proportionate to their economic interests, and the activities of the entity involve or are conducted on behalf of the equity holder with disproportionately few voting rights. If an entity is deemed to be a VIE pursuant to ASC 810, the enterprise that has both (i) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (ii) the obligation to absorb the expected losses of the entity or right to receive benefits from the entity that could be potentially significant to the VIE is considered the primary beneficiary and must consolidate the VIE.
 
Under ASC 810, a non-refundable deposit paid to an entity may be deemed to be a variable interest that will absorb some or all of the entity’s expected losses if they occur. Our land purchase and lot option deposits generally represent our maximum exposure to the land seller if we elect not to purchase the optioned property. In some instances, we may also expend funds for due diligence, development and construction activities with respect to optioned land prior to takedown. Such costs are classified as real estate inventories, which we would have to write off should we not exercise the option. Therefore, whenever we enter into a land option or purchase contract with an entity and make a non-refundable deposit, a VIE may have been created.

As of June 30, 2015 and December 31, 2014 , the Company was not required to consolidate any VIEs. In accordance with ASC 810, we perform ongoing reassessments of whether we are the primary beneficiary of a VIE.

Noncontrolling Interest
 
During 2013, the Company entered into a joint venture agreement with a third-party property owner. In accordance with ASC 810, the Company analyzed this arrangement and determined that it was not a variable interest entity; however, the Company determined it was required to consolidate the joint venture as it is the managing member with the powers to direct the major decisions of the entity.  As of June 30, 2015 and December 31, 2014 , the third-party investor had made contributions of $1.9 million and $2.3 million , respectively, net of losses and distributions.

Investments in Unconsolidated Joint Ventures
 
We first analyze our homebuilding and land development joint ventures to determine if they are variable interest entities under the provisions of ASC 810 (as discussed above) when determining whether the entity should be consolidated. If we conclude that our homebuilding and land development joint ventures are not variable interest entities, then, in accordance with the provisions of ASC 810, limited partnerships or similar entities must be further evaluated under the presumption that the general partner, or the managing member in the case of a limited liability company, is deemed to have a controlling interest and therefore must consolidate the entity unless the limited partners or non-managing members have: (1) the ability, either by a single limited partner or through a simple majority vote, to dissolve or liquidate the entity, or kick-out the managing member/general partner without cause, or (2) substantive participatory rights that are exercised in the ordinary course of business. Under the provisions of ASC 810, we may be required to consolidate certain investments in which we hold a general partner or managing member interest.
 
As of June 30, 2015 and December 31, 2014 , the Company concluded that some of its joint ventures were variable interest entities. The Company concluded that it was not the primary beneficiary of the variable interest entities and accounted for these entities under the equity method of accounting.
 
As of June 30, 2015 , our estimated future capital contributions to unconsolidated joint ventures was $18.9 million . Under the joint venture operating agreements, future capital contributions are determined based on the operating budgets and needs of the joint venture, which will likely vary throughout the life of each joint venture based on the circumstances unique to the project. In addition to required contributions, the Company selectively provides guaranties for debt held by certain of its unconsolidated joint ventures. Such guaranties facilitated the financing of our joint ventures' development projects and arose in the ordinary course of business. As of June 30, 2015 and December 31, 2014 , our unconsolidated joint ventures had outstanding debt secured by financial guaranties of $91.5 million and $61.4 million , respectively, of which 22.5% and 12.6% respectively, was guaranteed by the Company. The guaranties will remain in place through the repayment of the notes, which

10


THE NEW HOME COMPANY INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



mature at various dates through 2017. Payments under the guaranties are triggered by events of default, as defined in the various credit facilities. As of June 30, 2015 , there were no events of default that would require payments under the guaranties.
 
Investments in our unconsolidated joint ventures are accounted for under the equity method of accounting. Under the equity method, we recognize our proportionate share of earnings and losses generated by the joint venture upon the delivery of lots or homes to third parties. Our proportionate share of intra-entity profits and losses are eliminated until the related asset has been sold by the unconsolidated joint venture to third parties. Our ownership interests in our unconsolidated joint ventures vary, but are generally less than or equal to 50% . The unconsolidated joint ventures accounting policies are generally consistent with those of the Company.
 
We review real estate inventory held by our unconsolidated joint ventures for indicators of impairment, consistent with our real estate inventories. We also review our investments in unconsolidated joint ventures for evidence of other-than-temporary declines in value. To the extent we deem any portion of our investment in unconsolidated joint ventures as not recoverable, we impair our investment accordingly. For the three and six months ended June 30, 2015 and 2014 , no impairments related to investment in unconsolidated joint ventures were recorded.
 
Selling and Marketing Expense
 
Selling and marketing costs incurred to sell real estate projects are capitalized if they are reasonably expected to be recovered from the sale of the project or from incidental operations, and are incurred for tangible assets that are used directly through the selling period to aid in the sale of the project or services that have been performed to obtain regulatory approval of sales. All other selling and marketing costs are expensed in the period incurred.
 
Warranty Reserves
 
We offer warranties on our homes that generally cover various defects in workmanship or materials, or to cover structural construction defects for one-year periods. Estimated future direct warranty costs are accrued and charged to cost of sales in the period when the related homebuilding revenues are recognized. Amounts are accrued based upon the Company’s historical rates. Due to the Company’s limited history related to homebuilding sales, the Company also considers the historical experience of its peers in determining the amount of its warranty reserve. In addition, the Company receives warranty payments from its clients for certain of its fee building projects where it has the contractual risk of construction. These payments are recorded as warranty reserve accruals. Indirect warranty overhead salaries and related costs are charged to the reserve in the period incurred. We assess the adequacy of our warranty accrual on a quarterly basis and adjust the amounts recorded if necessary. Our warranty accrual is included in accrued expenses and other liabilities in the accompanying consolidated balance sheets.

Contracts and Accounts Receivable
 
Contracts and accounts receivable primarily represent the fees earned but not collected and reimbursable project costs incurred in connection with fee building agreements. The Company periodically evaluates the collectability of its contracts receivable, and, if it is determined that a receivable might not be fully collectible, an allowance is recorded for the amount deemed uncollectible. This allowance for doubtful accounts is estimated based on management’s evaluation of the contracts involved and the financial condition of its clients. Factors considered in evaluations include, but are not limited to: (i) client type; (ii) historical contract performance; (iii) historical collection and delinquency trends; (iv) client credit worthiness; and (v) general economic conditions.
As of June 30, 2015 and December 31, 2014 , no allowance was recorded related to contracts and accounts receivable.
 
Property and Equipment
 
Property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives ranging from three to five years. Leasehold improvements are stated at cost and are amortized using the straight-line method over the shorter of either their estimated useful lives or the probable term of the lease.

Income Taxes
 
Income taxes are accounted for in accordance with ASC 740, “Income Taxes” (“ASC 740”). As a result of the conversion from an LLC to a taxable entity in connection with the Company's IPO, the Company recognized a cumulative net deferred tax asset of $1.5 million related to the difference between the financial statement basis and tax basis of the assets and liabilities as of January 30, 2014. Subsequent to the conversion, the consolidated provision for, or benefit from, income taxes are calculated using the asset and liability method, under which deferred tax assets and liabilities are recorded based on the

11


THE NEW HOME COMPANY INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
Deferred tax assets are evaluated on a quarterly basis to determine if adjustments to the valuation allowance are required. In accordance with ASC 740, we assess whether a valuation allowance should be established based on the consideration of all available evidence using a “more likely than not” standard with respect to whether deferred tax assets will be realized. The ultimate realization of deferred tax assets depends primarily on the generation of future taxable income during the periods in which the differences become deductible. The value of our deferred tax assets will depend on applicable income tax rates. Judgment is required in determining the future tax consequences of events that have been recognized in our consolidated financial statements and/or tax returns. Differences between anticipated and actual outcomes of these future tax consequences could have a material impact on our consolidated financial statements.
ASC 740 defines the methodology for recognizing the benefits of uncertain tax return positions as well as guidance regarding the measurement of the resulting tax benefits.  These provisions require an enterprise to recognize the financial statement effects of a tax position when it is more likely than not (defined as a likelihood of more than 50%), based on the technical merits, that the position will be sustained upon examination.  In addition, these provisions provide guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.  The evaluation of whether a tax position meets the more-likely-than-not recognition threshold requires a substantial degree of judgment by management based on the individual facts and circumstances.  Actual results could differ from estimates.

Stock-Based Compensation
 
We account for share-based awards in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”). ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. ASC 718 requires all entities to apply a fair-value-based measurement method in accounting for share-based payment transactions with employees except for equity instruments held by employee share ownership plans.
 
Recently Issued Accounting Standards
 
The Company qualifies as an “emerging growth company” pursuant to the provisions of the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, enacted on April 5, 2012. Section 102 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. As previously disclosed, the Company has chosen, irrevocably, to “opt out” of such extended transition period, and as a result, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

In May 2014, the Financial Accounting Standards Board (“FASB”) and International Accounting Standards Board issued their converged standard on revenue recognition, Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). This standard outlines a single comprehensive model for companies to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that revenue is recognized when a customer obtains control of a good or service. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the good or service. Transfer of control is not the same as transfer of risks and rewards, as it is considered in current guidance. The Company will need to apply the new guidance to determine whether revenue should be recognized over time or at a point in time. This standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2017, with no early adoption permitted, and the Company can choose to apply this standard retrospectively for each prior reporting period presented or retrospectively with the cumulative effect of initially applying the standard recognized at the date of the initial application in retained earnings. The Company is in the process of evaluating the effects of ASU 2014-09 on its revenue recognition.

In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (“ASU 2014-12”), which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition.  A reporting entity should apply existing guidance in ASC 718, Compensation - Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards.  The amendments in ASU 2014-12 are effective for interim and annual periods beginning after December 15, 2015.  Early adoption is permitted.  Our adoption of ASU 2014-12 is not expected to have a material effect on our condensed consolidated financial statements and related disclosures.


12


THE NEW HOME COMPANY INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern, (“ASU 2014-15”), which requires management to perform interim and annual assessments on whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year of the date the financial statements are issued and to provide related disclosures, if required.  The amendments in ASU 2014-15 are effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter.  Early adoption is permitted.  Our adoption of ASU 2014-15 is not expected to have a material effect on our condensed consolidated financial statements and related disclosures.

In February 2015, the FASB issued Accounting Standards Update ASU No. 2015-02, Amendments to the Consolidation Analysis, (“ASU 2015-02”), which changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. The amendments in ASU 2015-02 are effective for interim and annual periods beginning after December 15, 2015. Early adoption is permitted. The Company is in the process of evaluating the effects of ASU 2015-02 on its condensed consolidated financial statements and related disclosures.

In April 2015, the FASB issued Accounting Standards Update ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, (“ASU 2015-03”), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.  The amendments in ASU 2015-03 are effective for interim and annual periods beginning after December 15, 2015. Early adoption is permitted. The Company is in the process of evaluating the effects of ASU 2015-03 on its condensed consolidated financial statements.


2.    Computation of Earnings (Loss) Per Share
Basic and diluted earnings per share for the six months ended June 30, 2014 give effect to the conversion of the Company’s members’ equity into common stock on January 30, 2014 as though the conversion had occurred as of the beginning of the reporting period or the original date of issuance, if later. The number of shares converted was based on the actual IPO price of $11.00 per share.
The following table sets forth the components used in the computation of basic and diluted earnings (loss) per share for the three and six months ended June 30, 2015 and 2014 :
 
Three Months Ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
Numerator:
 
 
 
 
 
 
 
Net income (loss) attributable to The New Home Company Inc.
$
449,350

 
$
(1,045,355
)
 
$
5,017,996

 
$
525,856

 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
Basic weighted-average shares outstanding
16,516,546

 
16,448,750

 
16,502,578

 
15,233,473

Effect of dilutive shares:
 
 
 
 
 
 
 
Stock options and unvested restricted stock units
156,103

 

 
121,085

 
22,278

Diluted weighted-average shares outstanding
16,672,649

 
16,448,750

 
16,623,663

 
15,255,751

 
 
 
 
 
 
 
 
Basic earnings (loss) per share attributable to The New Home Company Inc.
$
0.03

 
$
(0.06
)
 
$
0.30

 
$
0.03

Diluted earnings (loss) per share attributable to The New Home Company Inc.
$
0.03

 
$
(0.06
)
 
$
0.30

 
$
0.03

 
 
 
 
 
 
 
 
Antidilutive stock options and unvested restricted stock units not included in diluted earnings (loss) per share
787

 
904,224

 
396

 
723,218




13


THE NEW HOME COMPANY INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



3.    Contracts and Accounts Receivable
Contracts and accounts receivable consist of the following:
 
June 30,
 
December 31,
 
2015
 
2014
Contracts receivable:
 
 
 
Costs incurred on fee building projects
$
68,982,655

 
$
89,055,951

Estimated earnings
4,075,616

 
4,506,534

 
73,058,271

 
93,562,485

Less: amounts collected during the period
(67,471,412
)
 
(80,404,464
)
 
$
5,586,859

 
$
13,158,021

 
 
 
 
Contracts receivable:
 
 
 
Billed
$

 
$
1,957

Unbilled
5,586,859

 
13,156,064

 
5,586,859

 
13,158,021

Other receivables:
 
 
 
Escrow receivables
1,560,779

 

Other receivables
448

 
5,906

 
$
7,148,086

 
$
13,163,927

Billed contracts receivable represent amounts billed to clients that have yet to be collected. Unbilled contracts receivable represents the contract revenue recognized but not yet billable pursuant to contract terms or administratively not invoiced. All unbilled receivables as of June 30, 2015 and December 31, 2014 are expected to be billed and collected within twelve months. Accounts payable at June 30, 2015 and December 31, 2014 includes $4.9 million and $11.9 million , respectively, related to costs incurred under the Company’s fee building contracts.


4.    Real Estate Inventories and Capitalized Interest
Real estate inventories are summarized as follows:
 
June 30,
 
December 31,
 
2015
 
2014
Deposits and pre-acquisition costs
$
6,788,070

 
$
9,348,650

Land held and land under development
55,266,729

 
48,989,673

Homes completed or under construction
150,306,573

 
87,072,326

Model homes
34,031,916

 
18,153,532

 
$
246,393,288

 
$
163,564,181


All of our deposits and pre-acquisition costs are non-refundable, except for $250,000 and $0 as of June 30, 2015 and December 31, 2014 respectively.
Model homes, homes completed, and homes under construction include all costs associated with home construction, including land, development, indirects, permits, materials and labor. Land held and land under development includes costs incurred during site development such as land, development, indirects, and permits.

14


THE NEW HOME COMPANY INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Interest is capitalized to inventory during development and other qualifying activities. Interest capitalized as cost of inventory is included in cost of sales as related homes are closed. For the three and six months ended June 30, 2015 and 2014 interest incurred, capitalized and expensed was as follows:
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
Interest incurred
$
1,048,183

 
$
304,828

 
$
1,926,820

 
$
545,345

Interest capitalized
(1,048,183
)
 
(304,828
)
 
(1,926,820
)
 
(545,345
)
Interest expensed
$

 
$

 
$

 
$

 
 
 
 
 
 
 
 
Capitalized interest in beginning inventory
$
2,847,472

 
$
1,238,807

 
$
2,327,885

 
$
1,003,390

Interest capitalized as a cost of inventory
1,048,183

 
304,828

 
1,926,820

 
545,345

Contributions to unconsolidated joint ventures
(264,099
)
 

 
(264,099
)
 

Interest previously capitalized as cost of inventory, included in cost of sales
(121,107
)
 
(49,089
)
 
(480,157
)
 
(54,189
)
Capitalized interest in ending inventory
$
3,510,449

 
$
1,494,546

 
$
3,510,449

 
$
1,494,546



5.    Unconsolidated Joint Ventures
 
As of June 30, 2015 and December 31, 2014 , the Company had ownership interests in 13 and 12 , respectively, unconsolidated joint ventures with ownership percentages that generally range from 5% to 50% . The condensed combined balance sheets for our unconsolidated joint ventures accounted for under the equity method are as follows:
 
June 30,
 
December 31,
 
2015
 
2014
Cash and cash equivalents
$
44,618,686

 
$
45,036,567

Restricted cash
11,045,493

 
14,981,059

Real estate inventories
486,581,358

 
459,770,310

Other assets
4,286,945

 
1,822,429

Total assets
$
546,532,482

 
$
521,610,365

 
 
 
 
Accounts payable and accrued liabilities
$
63,855,572

 
$
52,601,452

Notes payable
116,650,660

 
87,994,263

Total liabilities
$
180,506,232

 
$
140,595,715

The Company's equity
58,405,196

 
60,564,033

Other partners' equity
307,621,054

 
320,450,617

Total equity
366,026,250

 
381,014,650

Total liabilities and equity
$
546,532,482

 
$
521,610,365



15


THE NEW HOME COMPANY INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



The condensed combined statements of operations for our unconsolidated joint ventures accounted for under the equity method are as follows:
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
Revenues
$
58,185,575

 
$
30,946,840

 
$
139,409,520

 
$
52,446,679

Cost of sales
45,486,038

 
24,343,988

 
109,283,713

 
40,163,141

Gross profit
12,699,537

 
6,602,852

 
30,125,807

 
12,283,538

Operating expenses
5,063,208

 
3,651,728

 
11,723,304

 
7,144,496

Net income of unconsolidated joint ventures
$
7,636,329

 
$
2,951,124

 
$
18,402,503

 
$
5,139,042

Equity in net income of unconsolidated joint ventures reflected in the accompanying consolidated statements of operations
$
3,256,023

 
$
171,508

 
$
5,123,922

 
$
944,728


The Company has entered into agreements with its unconsolidated joint ventures to provide management services related to the underlying projects (collectively referred to as the “Management Agreements”). Pursuant to the Management Agreements, the Company receives a management fee based on each project’s revenues from its unconsolidated joint ventures. For the three and six months ended June 30, 2015 and 2014 , the Company earned $2.1 million , $5.1 million , $1.6 million and $3.3 million , respectively, in management fees, which have been recorded as fee building revenues in the accompanying consolidated statements of operations.
On June 29, 2015, the Company formed a new unconsolidated joint venture and received capital credit in excess of our contributed land basis. As a result, the Company recognized $1.6 million in equity in net income of unconsolidated joint ventures and deferred $0.4 million in profit from unconsolidated joint ventures related to this transaction.


6.    Other Assets
Other assets consist of the following:
 
June 30,
 
December 31,
 
2015
 
2014
Deferred tax asset
$
5,840,516

 
$
5,840,516

Prepaid income taxes
1,294,690

 

Prepaid loan fees

 
307,197

Prepaid expenses
1,173,989

 
500,422

Other assets
134,540

 
31,333

 
$
8,443,735

 
$
6,679,468



16


THE NEW HOME COMPANY INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




7.    Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consist of the following:
 
June 30,
 
December 31,
 
2015
 
2014
 Warranty reserve
$
2,199,803

 
$
1,577,937

 Accrued compensation and benefits
2,775,076

 
4,679,927

 Accrued interest
388,027

 
267,916

 Completion reserve
113,565

 
219,081

 Accrued professional fees
113,695

 
413,677

 Income taxes payable

 
3,929,708

 Deferred profit from unconsolidated joint ventures
436,800

 

 Other accrued expenses
469,935

 
112,212

 
$
6,496,901

 
$
11,200,458

    
During 2015, the Company instituted an employee bonus program where employees are eligible to earn incentive compensation based on the attainment of predetermined Company and individual performance goals. As of June 30, 2015 , there was $0.7 million accrued for incentive compensation related to this program. During 2014, the Company elected to institute a fully discretionary employee incentive compensation plan to various non-executive employees. The accrual at December 31, 2014 was $3.1 million .
Completion reserves relate to liabilities for completed subcontractor work on closed homes for which invoices have not been remitted as of the balance sheet date.
Changes in our warranty accrual are detailed in the table set forth below:
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
Beginning warranty liability for homebuilding projects
$
1,778,822

 
$
838,211

 
$
1,276,946

 
$
810,088

Warranty provision for homebuilding projects
192,023

 
96,362

 
754,422

 
147,169

Warranty payments for homebuilding projects
(68,483
)
 
(18,314
)
 
(129,006
)
 
(40,998
)
Ending warranty liability for homebuilding projects
1,902,362

 
916,259

 
1,902,362

 
916,259

 
 
 
 
 
 
 
 
Beginning warranty liability for fee building projects
299,954

 
262,254

 
300,991

 
264,210

Warranty efforts for fee building projects
(2,513
)
 
(4,762
)
 
(3,550
)
 
(6,718
)
Ending warranty liability for fee building projects
297,441

 
257,492

 
297,441

 
257,492

Total ending warranty liability
$
2,199,803

 
$
1,173,751

 
$
2,199,803

 
$
1,173,751



17


THE NEW HOME COMPANY INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




8.    Notes Payable
Notes payable consisted of the following:
 
June 30,
 
December 31,
 
2015
 
2014
Senior unsecured revolving credit facility
$
164,923,560

 
$
100,473,560

Note payable with land seller
7,000,000

 
9,500,000

Construction loans
3,060,199

 
3,777,774

 
$
174,983,759

 
$
113,751,334

 
 
 
 
Notes payable to affiliates
$
249,144

 
$


On June 26, 2014, the Company entered into a senior unsecured revolving credit facility (the "Unsecured Facility") with a bank to borrow up to $125.0 million , limited by borrowing base provisions and financial covenants. Any outstanding principal is due upon maturity, which was June 26, 2017, with the potential for a one-year extension of the term of the loan, subject to specified conditions and the payment of an extension fee. On May 7, 2015, the Company entered into a modification agreement to increase the total lending commitments under the Unsecured Facility from $125.0 million to $175.0 million . The maturity date was extended to April 30, 2018, with the potential for a one-year extension of the term of the loan, subject to specified conditions and the payment of an extension fee.
The Company may repay advances at any time without premium or penalty. Interest is payable monthly and is charged at a rate of 1-month LIBOR plus a margin ranging from 2.25% to 3.00% depending on the Company’s leverage ratio as calculated at the end of each fiscal quarter. As of June 30, 2015 , the availability under the facility was $10.1 million and the interest rate was 2.69% . In connection with the agreement, the Company is required to maintain certain financial covenants, including (i) a minimum tangible net worth, as defined; (ii) leverage ratios, as defined; (iii) a minimum liquidity covenant; (iv) a minimum fixed charge coverage ratio based on EBITDA to interest incurred; and (v) from and after January 1, 2015, a speculative unit limitation. As of June 30, 2015 , the Company was in compliance with all financial covenants.
In 2012, the Company entered into a $9.5 million term loan with a land seller, secured by real estate, which bears interest at 7.0% per annum. During February 2015, we made a principal payment of $2.5 million and extended the maturity date of the note. The note matures on the earlier of (i) 10 days following entitlement approval, or (ii) February 15, 2016 and requires certain mandatory pay downs totaling $1.0 million based on the occurrence of certain project-related events. Interest is payable monthly and the remaining principal is due at maturity.
In May 2014, the Company entered into two construction loans with a bank related to model and production homes for a specific project. The loans are secured by real estate and bear interest at the bank's prime rate plus 2.0% , or 5.25% at June 30, 2015 . The total commitment under the construction loans is $9.5 million . As of June 30, 2015 , the Company had $6.4 million available to borrow under the construction loans. The loans mature on November 27, 2016. Interest is payable monthly with all unpaid principal and interest due at maturity.
In January 2015, the Company entered into two notes, secured by real estate, with one of its unconsolidated joint ventures for a total of $0.7 million related to the purchase of finished lots. There is no stated interest rate associated with the notes. Repayment of the notes shall be made in three equal installments. In April, the company paid the first and second installments on both notes for a total pay down of $0.5 million . The third installment will be payable on the sooner of specified project development milestones or on January 7, 2020.


18


THE NEW HOME COMPANY INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




9.    Fair Value Disclosures
ASC 820, "Fair Value Measurements and Disclosures," defines fair value as the price that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at measurement date and requires assets and liabilities carried at fair value to be classified and disclosed in the following three categories:
Level 1 – Quoted prices for identical instruments in active markets
Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are inactive; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets at measurement date
Level 3 – Valuations derived from techniques where one or more significant inputs or significant value drivers are unobservable in active markets at measurement date
Fair Value of Financial Instruments
The accompanying consolidated balance sheets include the following financial instruments: cash and cash equivalents, restricted cash, contracts and accounts receivable, due from affiliates, accounts payable, accrued expenses and other liabilities, notes payable and notes payable to affiliates.
The Company considers the carrying value of cash and cash equivalents, restricted cash, contracts and accounts receivable, accounts payable, and accrued expenses and other liabilities to approximate the fair value of these financial instruments based on the short duration between origination of the instruments and their expected realization. The fair value of amounts due from affiliates and notes payable to affiliates is not determinable due to the related party nature of such amounts. As of June 30, 2015 and December 31, 2014 , the fair value of the Company's notes payable approximated the carrying value. The Company has determined that its notes payable are classified as Level 3 within the fair value hierarchy. Estimated fair values of the outstanding notes payable at June 30, 2015 and December 31, 2014 were based on cash flow models discounted at market interest rates that considered underlying risks of the debt.
Non-Recurring Fair Value Adjustments
Nonfinancial assets and liabilities include items such as inventory and long-lived assets that are measured at cost when acquired and adjusted for impairment to fair value, if deemed necessary. During the three and six months ended June 30, 2015 and 2014 , the Company did not record any fair value adjustments to those nonfinancial assets and liabilities remeasured at fair value on a nonrecurring basis.


10.    Commitments and Contingencies
The Company is a defendant in various lawsuits related to its normal course of business. We are also subject to local, state and federal laws and regulations related to land development activities, house construction standards, sales practices, employment practices and environmental protection. As a result, we are subject to periodic examinations or inquiry by agencies administering these laws and regulations.
We record a reserve for potential legal claims and regulatory matters when they are probable of occurring and a potential loss is reasonably estimable. We accrue for these matters based on facts and circumstances specific to each matter and revise these estimates when necessary.
In view of the inherent difficulty of predicting outcomes of legal claims and related contingencies, we generally cannot predict their ultimate resolution, related timing or eventual loss. If our evaluations indicate loss contingencies that could be material are not probable, but are reasonably possible, we will disclose their nature with an estimate of possible range of losses or a statement that such loss is not reasonably estimable. At June 30, 2015 and December 31, 2014 , the Company did not have any accruals for asserted or unasserted matters.
As an owner and developer of real estate, the Company is subject to various environmental laws of federal, state and local governments. The Company is not aware of any environmental liability that could have a material adverse effect on its financial condition or results of operations. However, changes in applicable environmental laws and regulations, the uses and conditions of real estate in the vicinity of the Company’s real estate and other environmental conditions of which the Company is unaware with respect to the real estate could result in future environmental liabilities.
We obtain surety bonds in the normal course of business to ensure completion of certain infrastructure improvements of our projects. At June 30, 2015 and December 31, 2014 , the Company had outstanding surety bonds totaling $23.0 million and $12.2 million , respectively. The beneficiaries of the bonds are various municipalities and other organizations. In the unlikely

19


THE NEW HOME COMPANY INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



event that any such surety bond issued by a third party is called because the required improvements are not completed, the Company could be obligated to reimburse the issuer of the bond.
On May 6, 2015, the Company entered into a letter of credit facility agreement that allows the Company and certain affiliated unconsolidated joint ventures to issue up to $5.0 million in letters of credit. The agreement includes an option to increase this amount to $7.5 million , subject to certain conditions. As of June 30, 2015, the Company and its affiliated joint ventures had no outstanding letters of credit issued under this facility.


11.    Related Party Transactions
During the three and six months ended June 30, 2015 and the three and six months ended June 30, 2014 , the Company incurred construction-related costs on behalf of its unconsolidated joint ventures totaling $3.0 million , $5.8 million , $1.7 million , and $3.6 million , respectively. As of June 30, 2015 and December 31, 2014 , $0.1 million and $1.1 million , respectively, are included in due from affiliates in the accompanying consolidated balance sheets.
The Company has entered into agreements with its unconsolidated joint ventures to provide management services related to the underlying projects. Pursuant to the Management Agreements, the Company receives a management fee based on each project’s revenues. During the three and six months ended June 30, 2015 and 2014 , the Company earned $2.1 million , $5.1 million , $1.6 million and $3.3 million , respectively, in management fees, which have been recorded as fee building revenue in the accompanying consolidated statements of operations. As of June 30, 2015 and December 31, 2014 , $0.4 million and $1.6 million , respectively, of management fees are included in due from affiliates in the accompanying consolidated balance sheets.
The Company has provided credit enhancements in connection with joint venture borrowings in the form of loan-to-value maintenance guaranties in order to secure performance under the loans and maintain certain loan-to-value ratios. The Company has also entered into agreements with its partners in each of the unconsolidated joint ventures whereby the Company and the partners are apportioned liability under the loan-to-value maintenance guaranties according to their respective capital interest. In addition, the agreements provide the Company, to the extent the partner has an unpaid liability under such credit enhancements, the right to receive distributions from the unconsolidated joint venture that would otherwise be made to the partner. The loans underlying the guaranties comprise acquisition and development loans, construction revolvers and model loans, and the guaranties remain in force until the loans are satisfied, which is expected to occur over a period between August 2015 and September 2017. Due to the nature of the loans, the outstanding balance at any given time is subject to a number of factors including the status of site improvements, the mix of horizontal and vertical development underway, the timing of phase build outs, and the period necessary to complete the escrow process for homebuyers. As of June 30, 2015 and December 31, 2014 , $91.5 million and $61.4 million , respectively, was outstanding under the loans, of which 22.5% and 12.6% , respectively, was credit enhanced by the Company through loan-to-value maintenance guaranties. In addition, the Company has provided guaranties regarding specific performance ("completion guaranties") whereby the Company is required to complete the project with funds provided by the beneficiary of the guaranty. If there are not adequate funds available under the specific project loans, then the Company would be subject to financial liability under such completion guaranties. Typically, under such terms of our joint venture agreements, we have the right to apportion the respective share of any liabilities funded under such completion guaranties to our partners. In connection with providing the loan guaranties, the Company recognized no guaranty fee income during the three and six months ended June 30, 2015 , no guaranty fee income during the three months ended June 30, 2014, and $18,927 in guaranty fee income during six months ended June 30, 2014 in the accompanying consolidated statements of operations.
Berchtold Capital Partners, an entity owned by Mr. Michael Berchtold, one of the Company's non-employee directors, served as an advisor to the Company, providing general advice and guidance in connection with the Company's IPO, as well as assisting with the selection of the members of the Company's board of directors, the selection of and interacting with the Company's compensation consultant and advising the executives and board of managers regarding governance and compensation matters. The Company paid Berchtold Capital Partners $562,500 for these services, including $500,000 upon completion of our IPO. Amounts paid to Berchtold are included in offering expenses and were offset against the proceeds of our IPO.
As of June 30, 2015 , the Company had investments in certain unconsolidated joint ventures totaling $19.4 million . Certain members of the Company's board of directors are affiliated with entities that also had an investment in these joint ventures and are owners of more than 10% of the outstanding common stock of the Company.
TL Fab LP, an affiliate of Mr. Paul Heeschen, one of the Company's non-employee directors, was engaged by the Company and some of its unconsolidated joint ventures as a trade contractor to provide metal fabrication services. For the three and six months ended June 30, 2015 , the Company and its unconsolidated joint ventures incurred $0.3 million and $0.4 million , respectively, for these services. The Company and its unconsolidated joint ventures incurred $0.3 million and $0.4

20


THE NEW HOME COMPANY INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



million for these services for the three and six months ended June 30, 2014, respectively. Of these costs, $0.1 million was due to TL Fab LP at both June 30, 2014 and December 31, 2014 and included in accounts payable in the accompanying balance sheet. These amounts were capitalized to real estate inventories by the Company and its unconsolidated joint ventures and will be included in cost of home sales at the time of home deliveries.
On June 18, 2015, the Company entered into an agreement that effectively transitioned Joseph Davis' role within the Company from that of Chief Investment Officer to that of a non-employee consultant to the Company effective June 26, 2015 ("Transition Date"). As of the Transition Date, Mr. Davis ceased being an employee of the Company and became an independent contractor performing consulting services. Per the agreement, Mr. Davis is expected to work approximately, but not more than, 40 consulting hours per month. For his services, he will be compensated $10,000 per month for a term of one year from the Transition Date with the option to extend the agreement one year on each anniversary of the Transition Date, if mutually consented to by the parties. Either party may terminate the agreement at any time for any or no reason. Additionally, Mr. Davis' outstanding restricted stock units and stock options equity awards will continue to vest/become exercisable in accordance with the terms based on Mr. Davis' continued consulting services rather than continued employment. No payments for consulting services were made to Mr. Davis during the three and six months ended June 30, 2015 and no balance was due or included in accounts payable in the accompanying financials to Mr. Davis at June 30,2015.
On June 29, 2015, the Company formed a new unconsolidated joint venture and received capital credit in excess of our contributed land basis. As a result, the Company recognized $1.6 million in equity in net income of unconsolidated joint ventures and deferred $0.4 million in profit from unconsolidated joint ventures related to this transaction.

12.    Stock-Based Compensation
On August 18, 2010, the Company granted equity based units to certain members of management valued on the date of grant at $1.9 million with a four year vesting period. Recipients of the equity based units have the right to receive certain distributions, if any, from the Company following return of capital to its equity members. The share based units vested upon completion of the IPO, and the remaining unrecognized compensation expense of $316,667 was recognized during the first quarter of 2014, and is included in general and administrative expense in the accompanying consolidated statement of operations.
The 2014 Long-Term Incentive Plan (“2014 Incentive Plan”), was adopted by our board of directors in January 2014. The 2014 Incentive Plan provides for the grant of equity-based awards, including options to purchase shares of common stock, stock appreciation rights, restricted and unrestricted stock awards, restricted stock units and performance awards. The 2014 Incentive Plan will automatically expire on the tenth anniversary of its effective date. Our board of directors may terminate or amend the 2014 Incentive Plan at any time, subject to any requirement of stockholder approval required by applicable law, rule or regulation and provided that the rights of a holder of an outstanding award may not be impaired without the consent of the holder.
The number of shares of our common stock that may be issued under the 2014 Incentive Plan is 1,644,875 shares. To the extent that shares of the Company's common stock subject to an outstanding option, stock appreciation right, stock award or performance award granted under the 2014 Incentive Plan or any predecessor plan are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such award or the settlement of such award in cash, then such shares of common stock generally shall again be available under the 2014 Incentive Plan.
The Company has issued stock option and restricted stock unit awards under the 2014 Incentive Plan. The exercise price of stock-based awards may not be less than the market value of the Company's common stock on the date of grant. The fair value for stock options is established at the date of grant using the Black-Scholes model for time-based vesting awards. The Company's stock option and restricted stock awards typically vest over a one to three year period and expire ten years from the date of grant.
A summary of the Company’s common stock option activity as of and for the six months ended June 30, 2015 is presented below:

21


THE NEW HOME COMPANY INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



 
Options Outstanding
 

 
Weighted-Average
 
Number of Shares
 
Exercise Price per share
Options outstanding at December 31, 2014
846,874

 
$
11.00

Options granted

 
$

Options forfeited

 
$

Options outstanding at June 30, 2015
846,874

 
$
11.00

Options exercisable at June 30, 2015
24,717

 
$
11.00


A summary of the Company’s restricted stock units as of and for the six months ended June 30, 2015 is presented below:
 
Restricted Stock Units Outstanding
 
 
 
Weighted-Average
 

 
Grant-Date
 
Number of Shares
 
Fair Value per Share
Balance outstanding at December 31, 2014
112,233

 
$
11.36

Restricted stock units granted
293,324

 
$
14.46

Restricted stock units vested
(85,386
)
 
$
11.48

Restricted stock units forfeited
(384
)
 
$
11.00

Balance outstanding at June 30, 2015
319,787

 
$
14.17


The expense related to the Company's stock-based compensation programs, included in general and administrative expense in the accompanying consolidated statements of operations, was as follows:
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
Expense related to:
 
 
 
 
 
 
 
Equity based incentive units
$

 
$

 
$

 
$
316,667

Stock options
305,506

 
320,125

 
610,288

 
535,172

Restricted stock units
675,359

 
249,117

 
872,439

 
395,779

 
$
980,865

 
$
569,242

 
$
1,482,727

 
$
1,247,618

We used the "simplified method" to establish the expected term of the common stock options granted by the Company. Our restricted stock awards are valued based on the closing price of our common stock on the date of grant. At June 30, 2015 , the amount of unearned stock-based compensation currently estimated to be expensed through 2018 related to unvested common stock options and restricted stock units is $5.7 million , net of estimated forfeitures. The weighted-average period over which the unearned stock-based compensation is expected to be recognized is 1.5 years. If there are any modifications or cancellations of the underlying unvested awards, the Company may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense.


13.     Income Taxes
The Company accounts for income taxes in accordance with ASC 740, which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statements and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which taxes are expected to be paid or recovered.

22


THE NEW HOME COMPANY INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



The (provision) benefit for income taxes is as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
(Provision) benefit for income taxes
$
(140,433
)
 
$
607,129

 
$
(3,025,602
)
 
$
2,019,149

The effective tax rate for the six months ended June 30, 2015 differs from the 35% statutory tax rate due to the tax benefit of production activities, partially offset by state income taxes. The effective tax rate for the six months ended June 30, 2014 differs from the statutory tax rate due to the recognition of a tax benefit for cumulative net deferred tax assets resulting from the Company's conversion to a taxable entity. The net deferred tax asset primarily relates to differences between the financial statement basis and tax basis for investments in unconsolidated joint ventures, accrued warranties and accrued benefits. Additionally, the effective tax rate was reduced by the exclusion of pre-conversion earnings from taxable income for the three months ended March 31, 2014, and the tax benefit of production activities, partially offset by state income taxes.
As discussed in Note 1, for the first 30 calendar days of 2014, the Company was a Delaware LLC which was treated as partnership for income tax purposes and was subject to certain minimal taxes and fees; however, income taxes on taxable income or losses realized by the Company were the obligation of the members.
Each quarter we assess our deferred tax asset to determine whether all or any portion of the asset is more likely or not unrealizable under ASC 740. We are required to establish a valuation allowance for any portion of the asset we conclude is more likely or not unrealizable. Our assessment considers, among other things, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, the duration of statutory carryforward periods, our utilization experience with operating loss and tax credit carryforwards and the planning alternatives, to the extent these items are applicable.
The Company classifies any interest and penalties related to income taxes assessed by jurisdiction as part of income tax expense. The Company has concluded that there were no significant uncertain tax positions requiring recognition in its financial statements, nor has the Company been assessed interest or penalties by any major tax jurisdictions related to any open tax periods.


14.    Segment Information
The Company’s operations are organized into two reportable segments: homebuilding and fee building. In accordance with ASC 280, in determining the most appropriate reportable segments, we considered similar economic and other characteristics, including product types, average selling prices, gross profits, production processes, suppliers, subcontractors, regulatory environments, land acquisition results, and underlying demand and supply.
The reportable segments follow the same accounting policies as our consolidated financial statements described in Note 1. Operational results of each reportable segment are not necessarily indicative of the results that would have been achieved had the reportable segment been an independent, stand-alone entity during the periods presented. Financial information relating to reportable segments was as follows:
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
Revenues
 
 
 
 
 
 
 
Homebuilding
$
19,202,004

 
$
9,606,622

 
$
75,437,767

 
$
14,657,942

Fee building
26,428,808

 
12,897,269

 
73,058,271

 
33,409,355

Total
$
45,630,812

 
$
22,503,891

 
$
148,496,038

 
$
48,067,297

 
 
 
 
 
 
 
 
Gross profit
 
 
 
 
 
 
 
Homebuilding
$
2,005,864

 
$
1,688,990

 
$
9,962,103

 
$
2,758,172

Fee building
1,219,917

 
(126,010
)
 
4,072,630

 
934,609

Total
$
3,225,781

 
$
1,562,980

 
$
14,034,733

 
$
3,692,781


23


THE NEW HOME COMPANY INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



 
June 30,
 
December 31,
 
2015
 
2014
Assets
 
 
 
Homebuilding
$
352,232,834

 
$
275,611,173

Fee building
6,430,714

 
16,346,933

Total
$
358,663,548

 
$
291,958,106



15.    Pro Forma Net Loss and Loss per Share
The pro forma amounts reflect the income tax provision as if the Company was a taxable corporation as of the beginning of the period, and assume the Company filed a consolidated tax return for the periods presented.
For the three and six months ended June 30, 2014 , the pro forma tax provision assumes the Company's taxable income for the year would have included pre-tax income earned between January 1, 2014 and January 30, 2014, prior to the conversion to a taxable corporation. In addition, a net deferred income tax asset of $1.4 million was recognized as a result of the conversion to a taxable entity during the first quarter of 2014. However, the pro forma results exclude the effect of the conversion adjustment because of its nonrecurring nature.
Basic and diluted earnings (loss) per share and pro forma basic and diluted loss per share give effect to the conversion of the Company's members' equity into common stock on January 30, 2014 as though the conversion had occurred as of the beginning of the reporting period or the original date of issuance, if later. See Note 2.
 
Three months ended June 30, 2014
 
Six months ended June 30, 2014
Loss before taxes
$
(1,686,469
)
 
$
(1,527,778
)
Pro forma income tax benefit to reflect the conversion to a C Corporation
607,129

 
550,000

Pro forma net loss
(1,079,340
)
 
(977,778
)
Net loss attributable to noncontrolling interests
33,985

 
34,485

Pro forma net loss attributable to The New Home Company Inc.
$
(1,045,355
)
 
$
(943,293
)
Pro forma basic loss per share attributable to The New Home Company Inc.
$
(0.06
)
 
$
(0.06
)
Pro forma diluted loss per share attributable to The New Home Company Inc.
$
(0.06
)
 
$
(0.06
)



24



Item 2 .
Management’s Discussion and Analysis of Financial Condition and Results of Operations


CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Various statements contained in this quarterly report on Form 10-Q, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. Our forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “intend,” “anticipate,” “potential,” “plan,” “goal” or other words that convey the uncertainty of future events or outcomes. The forward-looking statements in this report speak only as of the date of this report, and we disclaim any obligation to update these statements unless required by law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. The following factors, among others, may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements:

economic changes either nationally or in the markets in which we operate, including declines in employment, volatility of mortgage interest rates and inflation;
continued or increased downturn in the homebuilding industry;
continued volatility and uncertainty in the credit markets and broader financial markets;
our future operating results, financial condition and liquidity;
our business operations;
changes in our business and investment strategy;
availability of land to acquire and our ability to acquire such land on favorable terms or at all;
availability, terms and deployment of capital;
continued or increased disruption in the availability of mortgage financing or the number of foreclosures in the market;
shortages of or increased prices for labor, land or raw materials used in housing construction;
delays in land development or home construction resulting from adverse weather conditions or other events outside our control;
issues concerning our joint venture partnerships;
the cost and availability of insurance and surety bonds;
changes in, or the failure or inability to comply with, governmental laws and regulations;
the timing of receipt of regulatory approvals and the opening of projects;
the degree and nature of our competition;
our leverage and debt service obligations; and
availability of qualified personnel and our ability to retain our key personnel.

Unless the context otherwise requires, the terms “we”, “us”, “our” and “the Company” refer to The New Home Company Inc. and its consolidated subsidiaries. The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto contained elsewhere in this report. The information contained in this quarterly report on Form 10-Q is not a complete description of our business or the risks associated with an investment in our securities. We urge you to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2014 and subsequent reports on Form 10-Q and Form 8-K, which discuss our business in greater detail. The section entitled “Risk Factors” set forth in Item 1A of our Annual Report on Form 10-K, and similar disclosures in our other SEC filings, discuss some of the important risk factors that may affect our business, results of operations and financial condition. You should carefully consider those risks, in addition to the information in this report and in our other filings with the SEC, before deciding to invest in, or maintain your investment in, our common stock.

25



Consolidated Financial Data

 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
Revenues:
 
 
 
 
 
 
 
Home sales
$
19,202,004

 
$
9,606,622

 
$
75,437,767

 
$
14,657,942

Fee building, including management fees from
unconsolidated joint ventures of $2,132,585,
$1,640,226, $5,100,485 and $3,324,800, respectively
26,428,808

 
12,897,269

 
73,058,271

 
33,409,355

 
45,630,812

 
22,503,891

 
148,496,038

 
48,067,297

Expenses:
 
 
 
 
 
 
 
Cost of homes sales
17,196,140

 
7,917,632

 
65,475,664

 
11,899,770

Cost of fee building
25,208,891

 
13,023,279

 
68,985,641

 
32,474,746

Abandoned project costs
328,601

 
13,684

 
443,196

 
99,788

Selling and marketing
1,341,814

 
818,365

 
2,620,357

 
1,216,553

General and administrative
4,312,739

 
2,601,548

 
7,973,003

 
4,879,857


48,388,185

 
24,374,508

 
145,497,861

 
50,570,714

Equity in net income of unconsolidated joint ventures
3,256,023

 
171,508

 
5,123,922

 
944,728

Guaranty fee income

 

 

 
18,927

Other (expense) income, net
(83,742
)
 
12,640

 
(276,780
)
 
11,984

Income (loss) before taxes
414,908

 
(1,686,469
)
 
7,845,319

 
(1,527,778
)
(Provision) benefit for taxes
(140,433
)
 
607,129

 
(3,025,602
)
 
2,019,149

Net income (loss)
274,475

 
(1,079,340
)
 
4,819,717

 
491,371

Net loss attributable to noncontrolling interests
174,875

 
33,985

 
198,279

 
34,485

Net income (loss) attributable to The New Home Company Inc.
$
449,350

 
$
(1,045,355
)
 
$
5,017,996

 
$
525,856



Overview

The Company's 2015 second quarter results reflect the execution of our unique business strategy and the positive steps taken towards growing our business and shifting a larger portion of our business to wholly-owned projects. In particular, during the second quarter we doubled our selling communities to eight, increased total revenues by 103% to $45.6 million , significantly increased our backlog to $136.6 million with an average sales price of $2.1 million . At the same time, we continued to leverage our capital base and overhead infrastructure by generating meaningful contributions from our joint ventures and fee building businesses.

Net income for the 2015 second quarter was up $1.5 million year-over-year to $0.4 million , as compared to a net loss of $1.0 million in the prior year period. The increase in net income was primarily related to the increase in total revenues and the $3.1 million increase in net income from JVs. With the significant increase in our quarter-end backlog, coupled with the increase of four selling communities and the backlog of our JVs, we believe we are well positioned for the remainder of the year.

26



Results of Operations

Three Months Ended June 30, 2015 Compared to Three Months Ended June 30, 2014

Net New Home Orders and Backlog
 
Three Months Ended 
 June 30,
 
Increase (Decrease)
 
2015
 
2014
 
Amount
 
%
Net new home orders
40

 
23

 
17

 
74
%
Cancellation rate
5
%
 
4
%
 
1
%
 
25
%
Average selling communities
6.3

 
2.8

 
3.5

 
125
%
Selling communities at end of period
8

 
4

 
4

 
100
%
Backlog (dollar value)
$
136,600,000

 
$
39,581,000

 
$
97,019,000

 
245
%
Backlog (homes)
65

 
25

 
40

 
160
%
Average sales price of backlog
$
2,102,000

 
$
1,583,000

 
$
519,000

 
33
%

Net new home orders for the three months ended June 30, 2015 increased by 74% to 40 , compared to 23 during the same period in 2014 . Our overall “absorption rate” (the rate at which home orders are contracted, net of cancellations) for the three months ended June 30, 2015 was 6.3 per average selling community (1.9 monthly), compared to 8.2  per average selling community (2.9 monthly) during the same period in 2014 .

Our cancellation rate of buyers who contracted to buy a home, but did not close escrow (as a percentage of overall orders), was approximately  5%  for the three months ended June 30, 2015 as compared to  4% for the same period in 2014 . Our average number of selling communities increased by 3.5 for the three months ended June 30, 2015 compared to the same period in 2014 .
 
Backlog reflects the number of homes, net of actual cancellations, for which we have entered into a sales contract with a customer, but for which we have not yet delivered the home. Backlog has not been reduced to reflect our historical cancellation rate. Homes in backlog are generally closed within three to seven months, although we may experience cancellations of sales contracts prior to delivery. The number of homes in backlog as of June 30, 2015 compared to June 30, 2014 increased  160% as a result of increased net new home orders and the number of average selling communities. The dollar value of backlog increased  $97.0 million , or  245% , as of June 30, 2015 compared to June 30, 2014 primarily due to a 74% increase in net new orders and a higher average sales price in backlog related to a product mix shift to higher-priced product located in Irvine, CA.

Home Sales Revenue and New Homes Delivered
 
Three Months Ended 
 June 30,
 
Increase (Decrease)
 
2015
 
2014
 
Amount
 
%
New homes delivered
12

 
13

 
(1
)
 
(8
)%
Home sales revenue
$
19,202,004

 
$
9,606,622

 
$
9,595,382

 
100
 %
Average sales price of homes delivered
$
1,600,000

 
$
739,000

 
$
861,000

 
117
 %
New home deliveries decreased by one , or 8% , during the three months ended June 30, 2015 compared to the same period in 2014 .
During the three months ended June 30, 2015 , home sales revenue increased by $9.6 million , or 100% , from the same period in 2014 primarily due to an increase in the average sales price of homes delivered noted above.


27



Homebuilding
 
Three Months Ended June 30,
 
2015
 
%
 
2014
 
%
Home sales revenue
$
19,202,004

 
100.0
%
 
$
9,606,622

 
100.0
%
Cost of home sales
17,196,140

 
89.6
%
 
7,917,632

 
82.4
%
Homebuilding gross margin
2,005,864

 
10.4
%
 
1,688,990

 
17.6
%
Add: Interest in cost of home sales
121,107

 
0.7
%
 
49,089

 
0.5
%
Adjusted homebuilding gross margin (1)
$
2,126,971

 
11.1
%
 
$
1,738,079

 
18.1
%
 
(1)  
Non-GAAP financial measure (as discussed below).
Our homebuilding gross margin percentage decreased to 10.4% for the three months ended June 30, 2015 as compared to 17.6% for the same period in 2014 . The decrease in gross margin percentage was substantially driven by the close-out of two communities in Sacramento that required higher incentives, and to a lesser extent, a higher mix of deliveries from two master-planned communities in Irvine with seller profit participation.
Excluding interest in cost of home sales, adjusted homebuilding gross margin percentage was 11.1% for the three months ended June 30, 2015 , compared to 18.1% for the same period in 2014 . Adjusted homebuilding gross margin is a non-GAAP financial measure. We believe that by adding interest in cost of home sales back to homebuilding gross margin, investors are able to assess the performance of our homebuilding business excluding our interest cost. We believe this information is meaningful as it isolates the impact that leverage has on homebuilding gross margin and permits investors to make better comparisons with our competitors who adjust gross margins in a similar fashion. See the table above reconciling this non-GAAP financial measure to homebuilding gross margin, the nearest GAAP equivalent.
Fee Building
 
Three Months Ended June 30,
 
2015
 
%
 
2014
 
%
Fee building revenues
$
26,428,808

 
100.0
%
 
$
12,897,269

 
100.0
 %
Cost of fee building
25,208,891

 
95.4
%
 
13,023,279

 
101.0
 %
Fee building gross margin
$
1,219,917

 
4.6
%
 
$
(126,010
)
 
(1.0
)%
Fee building revenues include (i) billings to independent third-party land owners for general contracting services, and (ii) management fees from our unconsolidated joint ventures for construction management services. Cost of fee building includes (i) labor, subcontractor, and other indirect construction and development costs that are reimbursable by the land owner, and (ii) G&A expenses that are attributable to fee building activities.
Billings to land owners are a function of construction activity and reimbursable costs are incurred as homes are started. The total billings and reimbursable costs are driven by the pace at which the land owner has us execute its development plan. Management fees from our unconsolidated joint ventures are collected over the project's life and increase as homes and lots are delivered. Fee building revenues increased 105% year-over-year to $26.4 million for the three months ended June 30, 2015 compared to $12.9 million for the same period during 2014 , primarily due to the increase in construction activity in the fee building communities. Included in fee building revenues were (i) $24.3 million and $11.3 million of billings to land owners for the three months ended June 30, 2015 and 2014 , respectively, and (ii) $2.1 million and $1.6 million of management fees from our unconsolidated joint ventures for the three months ended June 30, 2015 and 2014 , respectively.
The Company’s fee building revenues have historically been concentrated in a small number of customers. For the three months ended June 30, 2015 , one customer comprised 92% of fee building revenue. For the three months ended June 30, 2014 , one customer comprised 87% of fee building revenue.
Cost of fee building increased to $25.2 million for the three months ended June 30, 2015 compared to $13.0 million for the same period during 2014 . The amount of G&A expenses included in cost of fee building were $2.1 million and $2.3 million for the three months ended June 30, 2015 and 2014 , respectively. The 30% increase in management fees from our unconsolidated joint ventures and the decrease in G&A expenses included in cost of fee building were the primary reasons fee building gross margin percentage increased to 4.6% from (1.0)% for the three months ended June 30, 2015 and 2014 , respectively.

28



Abandoned Project Costs
Pre-acquisition costs, which consist primarily of due diligence costs and deposits for specific projects, are expensed to abandoned project costs when we determine continuation of the prospective project is not probable. During the three months ended June 30, 2015 , abandoned project costs increased to $0.3 million from $13,684 for the three months ended June 30, 2014 . The increase in abandoned project costs consisted of $0.3 million of forfeited deposits related to a lot option contract for a community which the Company closed-out in Sacramento.
Equity in Net Income of Unconsolidated Joint Ventures
As of June 30, 2015 and 2014 , we had ownership interests in 13 and 11 , respectively, unconsolidated joint ventures. We own economic interests in our unconsolidated joint ventures, which include our capital interests that generally range from 5% to 50% plus, in each case, a share of the distributions from the joint ventures in excess of our capital interest. These economic interests vary among our joint ventures. The unconsolidated joint ventures produced $7.6 million and $3.0 million in net income during the three months ended June 30, 2015 and 2014 , respectively. The net income of our unconsolidated joint ventures increased primarily due to an increase in revenue during the second quarter of 2015 due primarily to a higher average selling price and a higher land sales revenue. Our equity in net income from unconsolidated joint ventures was $3.3 million for the three months ended June 30, 2015 , compared to equity in net income of $0.2 million for the same period in 2014 . During the second quarter of 2015, we formed a new unconsolidated joint venture and received capital credit and a cash distribution in excess of the book value of our land basis. As a result, we recognized $1.6 million in equity in net income of unconsolidated joint ventures related to this transaction. This transaction, coupled with the increase in net income by our unconsolidated joint ventures, was the primary driver of the increase in our equity in net income from unconsolidated joint ventures for the 2015 second quarter.
The following table sets forth supplemental operational and financial information about our unconsolidated joint ventures. Such information is not included in our financial data for GAAP purposes, but is recognized in our results as a component of equity in net income of unconsolidated joint ventures. This data is included for informational purposes only.
 
Three Months Ended 
 June 30,
 
 
  
 
Increase (Decrease)
  
2015
 
2014
 
Amount
 
%
Unconsolidated Joint Ventures—Homebuilding
 
 
 
 
 
 
 
Net New Home Orders, Backlog, Revenues and Deliveries
 
 
 
 
 
 
 
Net new home orders
103

 
84

 
19

 
23
 %
Cancellation rate
3
%
 
7
%
 
(4
)%
 
(57
)%
Average selling communities
9.8

 
8.5

 
1.3

 
15
 %
Selling communities at end of period
10

 
7

 
3

 
43
 %
Backlog (dollar value)
$
238,309,000

 
$
142,223,000

 
$
96,086,000

 
68
 %
Backlog (homes)
187

 
141

 
46

 
33
 %
Average sales price of backlog
$
1,274,000

 
$
1,009,000

 
$
265,000

 
26
 %
New homes delivered
45

 
44

 
1

 
2
 %
Home sales revenue
$
42,600,824

 
$
30,946,840

 
$
11,653,984

 
38
 %
Average sales price of homes delivered
$
947,000

 
$
703,000

 
$
244,000

 
35
 %
 
Net new home orders from unconsolidated joint ventures increased to 103 from 84 , or 23% , for the three months ended June 30, 2015 and 2014 , respectively, primarily due to an increase in the number of average selling communities. The absorption rate for unconsolidated joint ventures for the three months ended June 30, 2015 was 10.5 per average selling community (3.4 monthly), compared to 9.9  per average selling community (3.2 monthly) during the same period in 2014 .
The cancellation rate of unconsolidated joint venture projects was approximately 3% for the three months ended June 30, 2015 as compared to 7% for the same period in 2014 . The number of homes in backlog from unconsolidated joint ventures as of June 30, 2015 increased by 46 from June 30, 2014 primarily due to the 23% increase in net new home orders. The dollar value of backlog as of June 30, 2015 compared to June 30, 2014 increased due to the increase in the number of homes in backlog and the average sales price of backlog. The average sales price of backlog increased by $265,000 primarily due to a change in product mix.


29



New homes delivered from unconsolidated joint ventures increased slightly to 45 from 44 , or 2% , for the three months ended June 30, 2015 and 2014 , respectively. Home sales revenue from unconsolidated joint ventures increased to $42.6 million from $30.9 million , or 38% , during the three months ended June 30, 2015 and 2014 , respectively, primarily due to the increase in average sales price of homes delivered. The average sales price of homes delivered increased during the three months ended June 30, 2015 compared to the same period in 2014 primarily due to deliveries of lower priced homes in 2014, including below market rate homes in certain communities.
 
Three Months Ended June 30,
 
2015
 
%
 
2014
 
%
Unconsolidated Joint Ventures—Homebuilding
 
 
 
 
 
 
 
Unconsolidated joint ventures home sales revenue
$
42,600,824

 
100.0
%
 
30,946,840

 
100.0
%
Cost of unconsolidated joint ventures home sales
33,744,676

 
79.2
%
 
24,343,988

 
78.7
%
Unconsolidated joint ventures homebuilding gross margin
8,856,148

 
20.8
%
 
6,602,852

 
21.3
%
Add: Interest in cost of unconsolidated joint venture home sales
744,075

 
1.7
%
 
420,246

 
1.4
%
Adjusted unconsolidated joint ventures homebuilding gross margin (1)
$
9,600,223

 
22.5
%
 
$
7,023,098

 
22.7
%
 
(1)
Non-GAAP financial measure (as discussed below).

Excluding interest in cost of home sales, adjusted unconsolidated joint ventures homebuilding gross margin percentage was 22.5% for the three months ended June 30, 2015 compared to 22.7% for the same period in 2014 . Adjusted unconsolidated joint ventures homebuilding gross margin is a non-GAAP financial measure. We believe that by adding interest in cost of unconsolidated joint venture home sales back to unconsolidated joint ventures homebuilding gross margin, investors are able to assess the performance of our unconsolidated joint ventures excluding interest cost. We believe this information is meaningful as it isolates the impact that leverage has on unconsolidated joint venture homebuilding gross margin and permits investors to make better comparisons with our competitors who adjust gross margins in a similar fashion. See the table above reconciling this non-GAAP financial measure to unconsolidated joint venture homebuilding gross margin, the nearest GAAP equivalent.
 
Three Months Ended 
 June 30,
 
 
  
 
Increase (Decrease)
  
2015
 
2014
 
Amount
 
%
Unconsolidated Joint Ventures—Land
 
 
 
 
 
 
 
Net New Lot Orders, Backlog, Revenues and Deliveries

 
 
 
 
 
 
 
Net new lot orders
72

 

 
72

 
Backlog (dollar value) (1)
$
45,662,000

 
$

 
$
45,662,000

 
Backlog (lots) (1)
140

 

 
140

 
New lots delivered
72

 

 
72

 
Land sales revenue
$
15,584,751

 
$

 
$
15,584,751

 
 
(1)
Amounts include $18.1 million of backlog dollar value and 80 lots related to purchase contracts between an unconsolidated joint venture and the Company. Lot count excludes a retail parcel with a contract price of $8.3 million.

 
Three Months Ended June 30,
 
2015
 
%
 
2014
 
%
Unconsolidated Joint Ventures—Land
 
 
 
 
 
 
 
Unconsolidated joint ventures land sales revenue
$
15,584,751

 
100.0
%
 
$

 
Cost of unconsolidated joint ventures land sales
11,741,362

 
75.3
%
 

 
Unconsolidated joint ventures land gross margin
3,843,389

 
24.7
%
 

 
Add: Interest in cost of unconsolidated joint venture land sales
5,403

 
%
 

 
Adjusted unconsolidated joint ventures land gross margin (1)
$
3,848,792

 
24.7
%
 
$

 
 
(1)
Non-GAAP financial measure (as discussed below).

30




Excluding interest in cost of land sales, adjusted unconsolidated joint ventures land gross margin percentage was 24.7% for the three months ended June 30, 2015 compared to none for the same period in 2014 . Adjusted unconsolidated joint ventures land gross margin is a non-GAAP financial measure. We believe that by adding interest in cost of unconsolidated joint venture land sales back to unconsolidated joint ventures land gross margin, investors are able to assess the performance of our unconsolidated joint ventures excluding interest cost. We believe this information is meaningful as it isolates the impact that leverage has on unconsolidated joint venture land gross margin and permits investors to make better comparisons with our competitors who adjust gross margins in a similar fashion. See the table above reconciling this non-GAAP financial measure to unconsolidated joint venture land gross margin, the nearest GAAP equivalent.
The table below summarizes lots owned and controlled by our unconsolidated joint ventures as of the dates presented:
  
June 30,
 
Increase (Decrease)
 
2015
 
2014
 
Amount
 
%
Unconsolidated Joint Ventures - Lots Owned and Controlled
 
 
 
 
 
 
 
Homebuilding
 
 
 
 
 
 
 
Lots owned
847

 
1,086

 
(239
)
 
(22
)%
Lots controlled (1)

 

 

 
 %
Homebuilding Total
847

 
1,086

 
(239
)
 
(22
)%
Land Development
 
 
 
 
 
 
 
Lots owned
2,420

 
1,417

 
1,003

 
71
 %
Lots controlled (1)
235

 
1,604

 
(1,369
)
 
(85
)%
Land Development Total
2,655

 
3,021

 
(366
)
 
(12
)%
Total
3,502

 
4,107

 
(605
)
 
(15
)%
 
(1)
Consists of lots that are under purchase and sale agreements.

Selling, General and Administrative Expenses
 
Three Months Ended 
 June 30,
 
As a Percentage of
 
 
Home Sales Revenue
 
2015
 
2014
 
2015
 
2014
Selling and marketing expenses
$
1,341,814

 
$
818,365

 
7.0
%
 
8.5
%
General and administrative expenses (“G&A”)
4,312,739

 
2,601,548

 
22.5
%
 
27.1
%
Total selling, marketing and G&A
$
5,654,553

 
$
3,419,913

 
29.5
%
 
35.6
%
Selling and marketing expenses incurred during the three months ended June 30, 2015 decreased to 7.0% of home sales revenue compared to 8.5% for the same period in 2014 . The increase in selling and marketing expense during the three months ended June 30, 2015 as compared to the same period in 2014 was primarily due to an increase in home sales revenue.
During the three months ended June 30, 2015 , G&A expenses increased to $4.3 million from $2.6 million for the same period in 2014 . The increase was primarily attributable to (i) an increase in personnel as a result of the increase in the number of active and planned communities, (ii) an increase in outside services and professional fees related to public company requirements, and (iii) other costs incurred to support our growth. G&A expenses as a percentage of home sales revenue decreased to 22.5% for the three months ended June 30, 2015 from 27.1% for the three months ended June 30, 2014 .
Other (Expense) Income, Net
Other expense, net, increased $0.1 million during the three months ended June 30, 2015 due to various franchise tax fees associated with being a corporation, compared to the same period in 2014 .


31



(Provision) Benefit for Taxes

For the three months ended June 30, 2015 , the Company recorded a provision for taxes of $0.1 million . The effective tax rate for the three months ended June 30, 2015 differs from the 35% statutory tax rate due to the tax benefit of production activities, partially offset by state income taxes. For the three months ended June 30, 2014 , the Company recorded a tax benefit of $0.6 million due to the loss before taxes. The effective tax rate for the three months ended June 30, 2014 differs from the 35% statutory tax rate due to the tax benefit of production activities, partially offset by state income taxes.
Net Income (Loss)
As a result of the foregoing factors, we generated net income during the three months ended June 30, 2015 of $0.4 million compared to net loss of $1.0 million during the same period in 2014 .
Interest Incurred
Interest, which was incurred primarily to finance land acquisition, land development and home construction, totaled $1.0 million and $0.3 million for the three months ended June 30, 2015 and 2014 , respectively, all of which was capitalized to real estate inventory. Interest incurred during the three months ended June 30, 2015 compared to the three months ended June 30, 2014 increased as a result of a higher average outstanding notes payable balance, offset partially by a decrease in the weighted average interest rate.
Lots Owned and Controlled
 
June 30,
 
Increase
(Decrease)
 
2015
 
2014
 
Amount
 
%
Lots Owned
 
 
 
 
 
 
 
Southern California
146

 
175

 
(29
)
 
(17
)%
Northern California
305

 
251

 
54

 
22
 %
Total
451

 
426

 
25

 
6
 %
Lots Controlled (1)
 
 
 
 
 
 
 
Southern California
513

 
288

 
225

 
78
 %
Northern California
82

 
95

 
(13
)
 
(14
)%
Fee Building Projects (2)
1,511

 
1,204

 
307

 
25
 %
Total
2,106

 
1,587

 
519

 
33
 %
Total Lots Owned and Controlled
2,557

 
2,013

 
544

 
27
 %
 
(1)
Includes lots that we control under purchase and sale agreements or under executed non-binding letters of intent that are subject to customary conditions and have not yet closed. There can be no assurance that such acquisitions will occur.
(2)
Subject to agreements with property owners.

Results of Operations

Six Months Ended June 30, 2015 Compared to Six Months Ended June 30, 2014

Net New Home Orders
 
Six Months Ended 
 June 30,
 
Increase (Decrease)
 
2015
 
2014
 
Amount
 
%
Net new home orders
65

 
33

 
32

 
97
 %
Cancellation rate
4
%
 
6
%
 
(2
)%
 
(33
)%
Average selling communities
5.3

 
2.9

 
2.4

 
83
 %

Net new home orders for the six months ended June 30, 2015 increased by 97% to 65 , compared to 33 during the same period in 2014 . The increase in net new home orders was primarily related to the increase in average selling communities. Our

32



overall “absorption rate” (the rate at which home orders are contracted, net of cancellations) for the six months ended June 30, 2015 was 12.3 per average selling community (2.0 monthly), compared to 11.4  per average selling community (1.9 monthly) during the same period in 2014 .

Our cancellation rate of buyers who contracted to buy a home, but did not close escrow (as a percentage of overall orders), was approximately  4%  for the six months ended June 30, 2015 as compared to  6% for the same period in 2014 . Our average number of selling communities increased by 2.4 for the six months ended June 30, 2015 compared to the same period in 2014 .
 
Home Sales Revenue and New Homes Delivered
 
Six Months Ended 
 June 30,
 
Increase (Decrease)
 
2015
 
2014
 
Amount
 
%
New homes delivered
41

 
23

 
18

 
78
%
Home sales revenue
$
75,437,767

 
$
14,657,942

 
$
60,779,825

 
415
%
Average sales price of homes delivered
$
1,840,000

 
$
637,000

 
$
1,203,000

 
189
%
New home deliveries increased by 18 , or 78% , during the six months ended June 30, 2015 compared to the same period in 2014 . The increase in new home deliveries was primarily due to the increase in average selling communities.
During the six months ended June 30, 2015 , home sales revenue increased by $60.8 million , or 415% , from the same period in 2014 primarily due to the increase in the number of homes delivered and a 189% higher average sales price.
Homebuilding
 
Six months ended June 30,
 
2015
 
%
 
2014
 
%
Home sales revenue
$
75,437,767

 
100.0
%
 
$
14,657,942

 
100.0
%
Cost of home sales
65,475,664

 
86.8
%
 
11,899,770

 
81.2
%
Homebuilding gross margin
9,962,103

 
13.2
%
 
2,758,172

 
18.8
%
Add: Interest in cost of home sales
480,157

 
0.6
%
 
54,189

 
0.4
%
Adjusted homebuilding gross margin (1)
$
10,442,260

 
13.8
%
 
$
2,812,361

 
19.2
%
 
(1)  
Non-GAAP financial measure (as discussed below).
Our homebuilding gross margin percentage decreased to 13.2% for the six months ended June 30, 2015 as compared to 18.8% for the same period in 2014 . The decrease in gross margin percentage was primarily driven by the close-out of two communities in Sacramento that required higher incentives, and to a lesser extent, a higher mix of deliveries from two master-planned communities in Irvine with seller profit participation.
Excluding interest in cost of home sales, adjusted homebuilding gross margin percentage was 13.8% for the six months ended June 30, 2015 , compared to 19.2% for the same period in 2014 . Adjusted homebuilding gross margin is a non-GAAP financial measure. We believe that by adding interest in cost of home sales back to homebuilding gross margin, investors are able to assess the performance of our homebuilding business excluding our interest cost. We believe this information is meaningful as it isolates the impact that leverage has on homebuilding gross margin and permits investors to make better comparisons with our competitors who adjust gross margins in a similar fashion. See the table above reconciling this non-GAAP financial measure to homebuilding gross margin, the nearest GAAP equivalent.

33



Fee Building
 
Six months ended June 30,
 
2015
 
%
 
2014
 
%
Fee building revenues
$
73,058,271

 
100.0
%
 
$
33,409,355

 
100.0
%
Cost of fee building
68,985,641

 
94.4
%
 
32,474,746

 
97.2
%
Fee building gross margin
$
4,072,630

 
5.6
%
 
$
934,609

 
2.8
%
Fee building revenues include (i) billings to independent third-party land owners for general contracting services, and (ii) management fees from our unconsolidated joint ventures for construction management services. Cost of fee building includes (i) labor, subcontractor, and other indirect construction and development costs that are reimbursable by the land owner, and (ii) G&A expenses that are attributable to fee building activities.
Billings to land owners are a function of construction activity and reimbursable costs are incurred as homes are started. The total billings and reimbursable costs are driven by the pace at which the land owner has us execute its development plan. Management fees from our unconsolidated joint ventures are collected over the project's life and increase as homes and lots are delivered. Fee building revenues increased to $73.1 million for the six months ended June 30, 2015 compared to $33.4 million for the same period during 2014 , primarily due to the increase in construction activity in the fee building communities. Included in fee building revenues were (i) $68.0 million and $30.1 million of billings to land owners for the six months ended June 30, 2015 and 2014 , respectively, and (ii) $5.1 million and $3.3 million of management fees from our unconsolidated joint ventures for the six months ended June 30, 2015 and 2014 , respectively.
The Company’s fee building revenues have historically been concentrated in a small number of customers. For the six months ended June 30, 2015 , one customer comprised 93% of fee building revenue. For the six months ended June 30, 2014 , one customer comprised 83% of fee building revenue.
Cost of fee building increased to $69.0 million for the six months ended June 30, 2015 compared to $32.5 million for the same period during 2014 . The amount of G&A expenses included in cost of fee building were $4.3 million and $4.1 million for the six months ended June 30, 2015 and 2014 , respectively. The 53% increase in management fees from our unconsolidated joint ventures, offset partially by increase in billings to land owners and the related increase in G&A expenses, were the primary reasons fee building gross margin percentage increased to 5.6% from 2.8% for the six months ended June 30, 2015 and 2014 , respectively.
Abandoned Project Costs
Pre-acquisition costs, which consist primarily of due diligence costs and deposits for specific projects, are expensed to abandoned project costs when we determine continuation of the respective project is not probable. During the six months ended June 30, 2015 , abandoned project costs increased to $0.4 million from $0.1 million for the six months ended June 30, 2014 . The increase in abandoned project costs consisted of $0.3 million of forfeited deposits related to a lot option contract for a community which the Company closed-out in Sacramento during the second quarter of 2015.
Equity in Net Income of Unconsolidated Joint Ventures
As of June 30, 2015 and 2014 , we had ownership interests in 13 and 11 , respectively, unconsolidated joint ventures. We own economic interests in our unconsolidated joint ventures, which include our capital interests that generally range from 5% to 50% plus, in each case, a share of the distributions from the joint ventures in excess of our capital interest. These economic interests vary among our joint ventures. The unconsolidated joint ventures produced $18.4 million and $5.1 million in net income during the six months ended June 30, 2015 and 2014 , respectively. The net income of our unconsolidated joint ventures increased primarily due to an increase in new home deliveries and land sales revenue during the six months ended June 30, 2015 . Our equity in net income from unconsolidated joint ventures was $5.1 million for the six months ended June 30, 2015 , compared to equity in net income of $0.9 million for the same period in 2014 . The increase in our equity in net income from unconsolidated joint ventures was primarily due to an increase in net income produced by the unconsolidated joint ventures, which was primarily due to an increase in new home deliveries and land sales revenue during the six months ended June 30, 2015 .

34



The following sets forth supplemental operational and financial information about our unconsolidated joint ventures. Such information is not included in our financial data for GAAP purposes, but is recognized in our results as a component of equity in net income of unconsolidated joint ventures. This data is included for informational purposes only.
 
Six Months Ended 
 June 30,
 
 
  
 
Increase (Decrease)
  
2015
 
2014
 
Amount
 
%
Unconsolidated Joint Ventures—Net New Home Orders, Revenues and Deliveries
 
 
 
 
 
 
 
Net new home orders
211

 
152

 
59

 
39
 %
Cancellation rate
5
%
 
7
%
 
(2
)%
 
(29
)%
Average selling communities
9.0

 
7.6

 
1.4

 
18
 %
New homes delivered
99

 
74

 
25

 
34
 %
Home sales revenue
$
93,839,832

 
$
52,446,679

 
$
41,393,153

 
79
 %
Average sales price of homes delivered
$
948,000

 
$
709,000

 
$
239,000

 
34
 %
 
Net new home orders from unconsolidated joint ventures increased to 211 from 152 , or 39% , for the six months ended June 30, 2015 and 2014 , respectively, primarily due to an increase in the number of average selling communities. The absorption rate for unconsolidated joint ventures for the six months ended June 30, 2015 was 23.4 per average selling community (3.8 monthly), compared to 20.0  per average selling community (3.2 monthly) during the same period in 2014 .
The cancellation rate of unconsolidated joint venture projects was approximately 5% for the six months ended June 30, 2015 as compared to 7% for the same period in 2014 .

New homes delivered from unconsolidated joint ventures increased to 99 from 74 , or 34% , for the six months ended June 30, 2015 and 2014 , respectively, primarily due to an increase in net new home orders and community count. Home sales revenue from unconsolidated joint ventures increased to $93.8 million from $52.4 million , or 79% , during the six months ended June 30, 2015 and 2014 , respectively, primarily due to the increase in the number of homes delivered and a higher average sales price of homes delivered. The average sales price of homes delivered increased during the six months ended June 30, 2015 compared to the same period in 2014 primarily due to deliveries of lower priced homes in 2014, including below-market-rate homes in certain communities.
 
Six months ended June 30,
 
2015
 
%
 
2014
 
%
Unconsolidated Joint Ventures—Homebuilding
 
 
 
 
 
 
 
Unconsolidated joint ventures home sales revenue
$
93,839,832

 
100.0
%
 
$
52,446,679

 
100.0
%
Cost of unconsolidated joint ventures home sales
75,451,745

 
80.4
%
 
40,163,141

 
76.6
%
Unconsolidated joint ventures homebuilding gross margin
18,388,087

 
19.6
%
 
12,283,538

 
23.4
%
Add: Interest in cost of unconsolidated joint venture home sales
1,563,447

 
1.7
%
 
565,121

 
1.1
%
Adjusted unconsolidated joint ventures home sales gross margin (1)
$
19,951,534

 
21.3
%
 
$
12,848,659

 
24.5
%
 
(1)  
Non-GAAP financial measure (as discussed below).
Excluding interest in cost of home sales, adjusted unconsolidated joint ventures home sales gross margin percentage was 21.3% for the six months ended June 30, 2015 , compared to 24.5% for the same period in 2014 . Adjusted unconsolidated joint ventures home sales gross margin is a non-GAAP financial measure. We believe that by adding interest in cost of unconsolidated joint venture home sales back to unconsolidated joint ventures gross margin, investors are able to assess the performance of our unconsolidated joint ventures excluding interest cost. We believe this information is meaningful as it isolates the impact that leverage has on unconsolidated joint venture homebuilding gross margin and permits investors to make better comparisons with our competitors who adjust gross margins in a similar fashion. See the table above reconciling this non-GAAP financial measure to unconsolidated joint venture homebuilding gross margin, the nearest GAAP equivalent.

35



 
Six Months Ended 
 June 30,
 
 
  
 
Increase (Decrease)
  
2015
 
2014
 
Amount
 
%
Unconsolidated Joint Ventures—Land
 
 
 
 
 
 
 
Net New Lot Orders, Revenues and Deliveries

 
 
 
 
 
 
 
Net new lot orders
72

 

 
72

 
New lots delivered
352

 

 
352

 
Land sales revenue
$
45,569,688

 
$

 
$
45,569,688

 

 
Six Months Ended June 30,
 
2015
 
%
 
2014
 
%
Unconsolidated Joint Ventures—Land
 
 
 
 
 
 
 
Unconsolidated joint ventures land sales revenue
$
45,569,688

 
100.0
%
 
$

 
Cost of unconsolidated joint ventures land sales
33,831,968

 
74.2
%
 

 
Unconsolidated joint ventures land gross margin
11,737,720

 
25.8
%
 

 
Add: interest in cost of unconsolidated joint venture land sales
21,264

 
%
 

 
Adjusted unconsolidated joint ventures land gross margin (1)
$
11,758,984

 
25.8
%
 
$

 

(1)
Non-GAAP financial measure (as discussed below).

Excluding interest in cost of land sales, adjusted unconsolidated joint ventures land gross margin percentage was 25.8% for the six months ended June 30, 2015 compared to none for the same period in 2014 . Adjusted unconsolidated joint ventures land gross margin is a non-GAAP financial measure. We believe that by adding interest in cost of unconsolidated joint venture land sales back to unconsolidated joint ventures land gross margin, investors are able to assess the performance of our unconsolidated joint ventures excluding interest cost. We believe this information is meaningful as it isolates the impact that leverage has on unconsolidated joint venture land gross margin and permits investors to make better comparisons with our competitors who adjust gross margins in a similar fashion. See the table above reconciling this non-GAAP financial measure to unconsolidated joint venture land gross margin, the nearest GAAP equivalent.

Selling, General and Administrative Expense
 
Six Months Ended 
 June 30,
 
As a Percentage of
 
 
Home Sales Revenue
 
2015
 
2014
 
2015
 
2014
Selling and marketing expenses
$
2,620,357

 
$
1,216,553

 
3.5
%
 
8.3
%
General and administrative expenses (“G&A”)
7,973,003

 
4,879,857

 
10.6
%
 
33.3
%
Total selling, marketing and G&A
$
10,593,360

 
$
6,096,410

 
14.1
%
 
41.6
%
Selling and marketing expenses incurred during the six months ended June 30, 2015 decreased to 3.5% of home sales revenue compared to 8.3% for the same period in 2014 . The increase in selling and marketing expense during the six months ended June 30, 2015 as compared to the same period in 2014 was primarily due to an increase in home sales revenue.
During the six months ended June 30, 2015 , G&A expenses increased to $8.0 million from $4.9 million for the same period in 2014 . The increase was primarily attributable to (i) an increase in personnel as a result of the increase in the number of active and planned communities, (ii) an increase in outside services and professional fees related to public company requirements, and (iii) other costs incurred to support our growth. G&A expenses as a percentage of home sales revenue decreased to 10.6% for the six months ended June 30, 2015 from 33.3% for the six months ended June 30, 2014 .

36



Guaranty Fee Income
During the six months ended June 30, 2015 and 2014 , we recognized $0 and $18,927 , respectively, in guaranty fee income from one of our unconsolidated joint ventures for certain loan guaranties provided on behalf of the unconsolidated joint venture, which ended during the first quarter of 2014.
Other (Expense) Income, Net
Other expense, net, increased $0.3 million during the six months ended June 30, 2015 compared to the same period in 2014 due to various franchise tax fees associated with being a corporation, compared to the same period in 2014 .

(Provision) Benefit for Taxes

For the six months ended June 30, 2015 , the Company recorded a provision for taxes of $3.0 million . The effective tax rate for the six months ended June 30, 2015 differs from the 35% statutory tax rate due to the tax benefit of production activities, partially offset by state income taxes. The effective tax rate for the six months ended June 30, 2014 differs from the 35% statutory tax rate due to the recognition of a tax benefit for the cumulative net deferred tax assets resulting from the Company's conversion to a taxable entity. For the six months ended June 30, 2014 , the Company recorded a tax benefit of $2.0 million primarily due to the differences between the financial statement basis and tax basis of certain assets upon conversion to a taxable entity at the time of the IPO, resulting in a net deferred tax asset. Additionally, the effective tax rate was reduced by the exclusion of pre-conversion earnings from taxable income for the three months ended March 31, 2014, and the tax benefit of production activities, partially offset by state income taxes.
Net Income
As a result of the foregoing factors, net income during the six months ended June 30, 2015 was $5.0 million compared to net income of $0.5 million during the same period in 2014 .
Interest Incurred
Interest, which was incurred principally to finance land acquisition, land development and home construction, totaled $1.9 million and $0.5 million for the six months ended June 30, 2015 and 2014 , respectively, all of which was capitalized to real estate inventory. Interest incurred during the six months ended June 30, 2015 compared to the six months ended June 30, 2014 increased as a result of a higher average outstanding notes payable balance, offset partially by a decrease in the weighted average interest rate.

Liquidity and Capital Resources
Overview
Our principal uses of capital for the six months ended June 30, 2015 were land purchases, land development, home construction, operating expenses and the payment of routine liabilities. Our principal sources of capital for the six months ended June 30, 2015 were advances from our unsecured credit facility, distributions from our unconsolidated joint ventures and cash generated from home sales activities. As of June 30, 2015 , our unrestricted cash balance was $36.7 million .
Cash flows for each of our communities depend on their stage in the development cycle, and can differ substantially from reported earnings. Early stages of development or expansion require significant cash outlays for land acquisitions, entitlements and other approvals, and construction of model homes, roads, utilities, general landscaping and other amenities. Because these costs are a component of our real estate inventories and not recognized in our consolidated statement of operations until a home is delivered, we incur significant cash outlays prior to our recognition of earnings. In the later stages of community development, cash inflows may significantly exceed earnings reported for financial statement purposes, as the cash outflow associated with home and land construction was previously incurred. From a liquidity standpoint, we and our unconsolidated joint ventures are actively acquiring and developing lots to increase our lot supply and community count. As we continue to expand our business, we expect cash outlays for land purchases and land development to exceed our cash generated by operations.
We exercise strict controls and believe we have a prudent strategy for company-wide cash management, including those related to cash outlays for land and inventory acquisition, development and investments in unconsolidated joint ventures. We ended the second quarter of 2015 with $36.7 million of cash and cash equivalents, a $7.4 million decrease from December 31, 2014 , primarily as a result of the growth in our community count and increased cash outflows for real estate inventories of $103.8 million partially offset by net borrowings of notes payable of $63.7 million and net distributions of equity from our unconsolidated joint ventures of $20.1 million . We intend to generate cash from the sale of our inventory, net of loan release

37



payments on our notes payable when applicable, but we intend to redeploy the net cash generated from the sale of inventory to acquire and develop strategic and well-positioned lots that represent opportunities to generate future income and cash flows.
As of June 30, 2015 and December 31, 2014 , we had $4.9 million and $11.9 million , respectively, in accounts payable that related to costs incurred under our fee building agreements. Funding to pay these amounts is the obligation of the independent third-party land owner, which is generally funded on a monthly basis. Similarly, contracts and account receivable as of the same dates included $5.6 million and $13.2 million , respectively, related to the payment of the above payables.
We intend to utilize both debt and equity as part of our ongoing financing strategy, coupled with redeployment of cash flows from continuing operations, to provide us with the financial flexibility to access the capital markets on favorable terms. In that regard, we expect to employ prudent levels of leverage to finance the acquisition and development of our lots and construction of our homes. As of June 30, 2015 , we had $191.7 million of aggregate loan commitments, of which $175.2 million was outstanding. We will consider a number of factors when evaluating our level of indebtedness and when making decisions regarding the incurrence of new indebtedness, including the purchase price of assets to be acquired with debt financing, the estimated market value of our assets and the ability of particular assets, and our company as a whole, to generate cash flow to cover the expected debt service. As a means of sustaining our long-term financial health and limiting our exposure to unforeseen dislocations in the debt and capital markets, we currently expect to remain conservatively capitalized. However, our charter does not contain a limitation on the amount of debt we may incur and our board of directors may change our target debt levels at any time without the approval of our stockholders.
We intend to finance future acquisitions and developments with the most advantageous source of capital available to us at the time of the transaction, which may include a combination of common and preferred equity, secured and unsecured corporate level debt, property-level debt and mortgage financing and other public, private or bank debt.
Land Acquisition Notes
During 2012, we entered into a term loan with a land seller, secured by real estate, which bears interest at 7.0% per annum. The total available commitment under the note is $7.0 million all of which had been funded as of June 30, 2015 . The note matures on the earlier of (i) 10 days following entitlement approval, or (ii) February 15, 2016 and requires certain mandatory pay downs totaling $1.0 million based on the occurrence of certain project-related events. Interest is payable monthly and the remaining principal is due at maturity.
In March 2014, we acquired real estate with a purchase price of $21.5 million. Concurrent with this transaction we entered into a $17.0 million note with the land seller, secured by real estate, which bore interest at 1.0% per annum. The note matured on June 30, 2014 and was repaid in full.
In January 2015, the Company entered into two notes, secured by real estate, with one of its unconsolidated joint ventures for a total of $0.7 million related to the purchase of finished lots. There is no stated interest rate associated with the notes. Repayment of the notes shall be made in three equal installments. In April, the company paid the first and second installments on both notes for a total pay down of $0.5 million . The third installment will be payable on the sooner of specified project development milestones or on January 7, 2020.
Secured Revolving Construction Notes
In May 2014, we entered into two secured revolving construction loans with a bank related to model and production homes for a specific project. The loans are secured by real estate and bear interest at the bank's prime rate plus 2.0%, or 5.25% at June 30, 2015 . The total commitment under the construction loans is $9.5 million , with funding and repayment requirements based on the project development and sales cycle. As of June 30, 2015 , we had $6.4 million available to borrow under the revolving construction loans. The loans mature on November 27, 2016. Interest is payable monthly, with all unpaid principal and interest due at maturity.
Senior Unsecured Revolving Credit Facility
As of June 30, 2015 , we were party to a senior unsecured revolving credit facility ("Credit Facility") which has a maximum commitment of $175.0 million and matures on April 30, 2018. We may borrow under our Credit Facility in the ordinary course of business for general corporate purposes. Interest on the Credit Facility is paid monthly at a rate of the one-month LIBOR plus a margin ranging from 2.25% to 3.00% depending on our leverage ratio as calculated at the end of each fiscal quarter. As of June 30, 2015 , the outstanding principal balance was $164.9 million , the interest rate was 2.69% per annum, and we had $10.1 million of availability under the Credit Facility.

38



Under our Credit Facility, we are required to comply with certain financial covenants, including but not limited to those set forth in the table below:
Financial Covenant
Actual at
June 30,
2015
 
Covenant
Requirement at June 30,
2015
Unencumbered Liquid Assets
$
36,658,057

 
$
7,000,000

EBITDA to Interest Incurred
5.6 : 1.0

 
> 1.5 : 1.0

Tangible Net Worth
$
153,846,117

 
$
125,224,675

Leverage Ratio
49
%
 
< 65%

Adjusted Leverage Ratio
32
%
 
< 50%

Speculative Unit Limitation
37 units

 
<= 37 units

As of June 30, 2015 and December 31, 2014 , we were in compliance with all financial covenants.
Leverage Ratios
We believe that our leverage ratios provide useful information to the users of our financial statements regarding our financial position and cash and debt management. The ratio of debt-to-capital and the ratio of net debt-to-capital are calculated as follows:
 
June 30,
 
December 31,
 
2015
 
2014
Notes payable, including notes payable to affiliates
$
175,232,903

 
$
113,751,334

Equity, exclusive of non-controlling interest
154,336,558

 
148,083,678

Total capital
$
329,569,461

 
$
261,835,012

Ratio of debt-to-capital (1)
53.2
%
 
43.4
%
 
 
 
 
Notes payable, including notes payable to affiliates
$
175,232,903

 
$
113,751,334

Less: cash, cash equivalents and restricted cash
36,792,682

 
44,340,090

Net debt
138,440,221

 
69,411,244

Equity, exclusive of non-controlling interest
154,336,558

 
148,083,678

Total capital
$
292,776,779

 
$
217,494,922

Ratio of net debt-to-capital (2)
47.3
%
 
31.9
%

(1)  
The ratio of debt-to-capital is computed as the quotient obtained by dividing notes payable by the sum of total notes payable plus equity, exclusive of noncontrolling interest.  
(2)  
The ratio of net debt-to-capital is computed as the quotient obtained by dividing net debt (which is notes payable less cash to the extent necessary to reduce the debt balance to zero) by total capital, exclusive of noncontrolling interest. The most directly comparable GAAP financial measure is the ratio of debt-to-capital. We believe the ratio of net debt-to-capital is a relevant financial measure for investors to understand the leverage employed in our operations and as an indicator of our ability to obtain financing. We believe that by deducting our cash from our notes payable, we provide a measure of our indebtedness that takes into account our cash liquidity. We believe this provides useful information as the ratio of debt-to-capital does not take into account our liquidity and we believe that the ratio net of cash provides supplemental information by which our financial position may be considered. Investors may also find this to be helpful when comparing our leverage to the leverage of our competitors that present similar information. See the table above reconciling this non-GAAP financial measure to the ratio of debt-to-capital.  


39



Cash Flows — Six Months Ended June 30, 2015 Compared to Six Months Ended June 30, 2014
For the six months ended June 30, 2015 as compared to the six months ended June 30, 2014 , the comparison of cash flows is as follows:
Net cash used in operating activities was $90.2 million in the 2015 period versus $35.1 million in the 2014 period. The change was primarily a result of an increase in cash outflows for real estate inventories of $103.8 million in the 2015 period compared to $33.9 million in the 2014 period related to the increase in our community count and homes under construction.
Net cash provided by investing activities was $19.9 million in the 2015 period compared to net cash used in investing activities of $11.7 million in the 2014 period. During the six months ended June 30, 2015 , our net distributions from unconsolidated joint ventures increased to $20.1 million compared to net contributions of $11.0 million during the six months ended June 30, 2014 and was the primary reason net cash provided by investing activities increased.
Net cash provided by financing activities was $62.9 million in the 2015 period versus $89.6 million in the 2014 period. The change was primarily a result of the receipt of proceeds of our IPO of $75.8 million , net of the underwriting discount and offering expenses in the 2014 period, partially offset by net borrowings of notes payable of $63.7 million during the 2015 period versus net borrowings of $13.8 million during the 2014 period.

Off-Balance Sheet Arrangements and Contractual Obligations

In the ordinary course of business, we enter into land option contracts in order to procure lots for the construction of our homes. We are subject to customary obligations associated with entering into contracts for the purchase of land and improved lots. These purchase contracts typically require a cash deposit and the purchase of properties under these contracts is generally contingent upon satisfaction of certain requirements by the sellers, including obtaining applicable property and development entitlements. We also utilize option contracts with land sellers as a method of acquiring land in staged takedowns, to help us manage the financial and market risk associated with land holdings, and to reduce the use of funds from our corporate financing sources, and to enhance our return on equity. Option contracts generally require a non-refundable deposit for the right to acquire lots over a specified period of time at pre-determined prices. We generally have the right at our discretion to terminate our obligations under both purchase contracts and option contracts by forfeiting our cash deposit with no further financial responsibility to the land seller. As of June 30, 2015 , we had $4.3 million of non-refundable cash deposits and $0.3 million of refundable cash deposits pertaining to land option contracts and purchase contracts with an estimated aggregate remaining purchase price of $182.2 million (net of deposits).

Our utilization of land option contracts is dependent on, among other things, the availability of land sellers willing to enter into option arrangements, the availability of capital to financial intermediaries to finance the development of optioned lots, general housing market conditions, and local market dynamics. Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions.

As of June 30, 2015 , the outstanding principal balance of our Credit Facility was $164.9 million , the interest rate was 2.69%  per annum and we had approximately $10.1 million of availability. As of June 30, 2015 , the outstanding principal balance of our secured revolving construction loans was $3.1 million , the interest rate was 5.25% per annum and we had approximately $6.4 million of availability under the construction loans.

We expect that the obligations under our Credit Facility and other loan agreements generally will be satisfied in the ordinary course of business and in accordance with applicable contractual terms.

40



Off-Balance Sheet Arrangements

As of June 30, 2015 , we held membership interests in 13 unconsolidated joint ventures, nine of which related to homebuilding activities and four related to land development as noted below. We were a party to six loan-to-value maintenance agreements related to unconsolidated joint ventures as of June 30, 2015 . The following table reflects certain financial and other information related to our unconsolidated joint ventures as of June 30, 2015 :
 
 
 
 
 
 
 
June 30, 2015
 
 
Year
Formed
 
Location
 
Total Joint Venture
 
Debt-to-Total
Capitalization
 
Loan-to-
Value
Maintenance
Agreement
 
Estimated Future
Capital
Commitment (2)
Joint Venture (Project Name)
 
Assets
 
Debt (1)
 
Equity
 
 
 
 
 
 
 
(Dollars in 000's)
LR8 Investors, LLC (Lambert Ranch)
 
2010
 
Irvine, CA
 
$
2,652

 
$

 
$
202

 
%
 
N/A
 
$

Larkspur Land 8 Investors, LLC (Rose Lane)
 
2011
 
Larkspur, CA
 
9,191

 

 
7,659

 
%
 
Yes
 

TNHC-HW San Jose LLC (Orchard Park)
 
2012
 
San Jose, CA
 
76,482

 
21,554

 
50,411

 
30
%
 
Yes
 

TNHC-TCN Santa Clarita LP (Villa Metro)  (3)
 
2012
 
Valencia, CA
 
20,479

 
10,460

 
7,819

 
57
%
 
Yes
 

TNHC Newport LLC (Meridian) (3)
 
2013
 
Newport Beach, CA
 
104,204

 
43,752

 
53,643

 
45
%
 
Yes
 

Encore McKinley Village LLC (McKinley Village)  (4)
 
2013
 
Sacramento, CA
 
36,688

 
1,311

 
33,064

 
4
%
 
No
 
2,242

TNHC San Juan LLC (Oliva)
 
2013
 
San Juan Capistrano, CA
 
38,370

 
10,707

 
25,970

 
29
%
 
Yes
 
1,000

TNHC Russell Ranch LLC (Russell Ranch) (3)(4)(5)
 
2013
 
Folsom, CA
 
40,604

 
20,000

 
20,418

 
49
%
 
No
 
13,176

TNHC-HW Foster City LLC (Foster Square) (5)
 
2013
 
Foster City, CA
 
17,245

 

 
501

 
%
 
N/A
 

Calabasas Village LP (Avanti) (3)
 
2013
 
Calabasas, CA
 
40,673

 
8,867

 
28,502

 
24
%
 
Yes
 
30

TNHC-HW Cannery LLC (Cannery Park) (5)
 
2013
 
Davis, CA
 
48,947

 

 
28,925

 
%
 
N/A
 

Arantine Hills Holdings LP (Bedford Ranch) (3)(5)
 
2014
 
Corona, CA
 
87,445

 

 
87,217

 
%
 
N/A
 
2,500

TNHC Tidelands LLC (Tidelands)
 
2015
 
San Mateo, CA
 
$
23,552

 
$

 
$
21,695

 
%
 
N/A
 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Unconsolidated Joint Ventures
 
$
546,532

 
$
116,651

 
$
366,026

 
24
%
 
 
 
$
18,948


(1)
Scheduled maturities of the unconsolidated joint venture debt as of June 30, 2015 are as follows: $0 matures in 2015, $66.8 million matures in 2016, $48.5 million matures in 2017, $0 matures in 2018 and $1.3 million matures in 2019.
(2)
Estimated future capital commitment represents our proportionate share of estimated future contributions to the respective unconsolidated joint ventures as of June 30, 2015 . Actual contributions may differ materially.
(3)
Certain members of the Company's board of directors are affiliated with entities that have an investment in these joint ventures.
(4)
The debt associated with this joint venture consists of a land seller note.
(5)
Land development joint ventures.
As of June 30, 2015 , the unconsolidated joint ventures were in compliance with their respective loan covenants, where applicable, and we did not make any loan-to-value maintenance related payments during the three and six months ended June 30, 2015 .

41



Inflation

Our homebuilding and fee building segments can be adversely impacted by inflation, primarily from higher land, financing, labor, material and construction costs. In addition, inflation can lead to higher mortgage rates, which can significantly affect the affordability of mortgage financing to homebuyers. While we attempt to pass on cost increases to customers through increased prices, when weak housing market conditions exist, we are often unable to offset cost increases with higher selling prices.

Seasonality

Historically, the homebuilding industry experiences seasonal fluctuations in quarterly operating results and capital requirements. We typically experience the highest new home order activity in spring and summer, although this activity is also highly dependent on the number of active selling communities, timing of new community openings and other market factors. Since it typically takes four to six months to construct a new home, we deliver more homes in the second half of the year as spring and summer home orders convert to home deliveries. Because of this seasonality, home starts, construction costs and related cash outflows have historically been highest in the second and third quarters, and the majority of cash receipts from home deliveries occur during the second half of the year. We expect this seasonal pattern to continue over the long-term, although it may be affected by volatility in the homebuilding industry.

Description of Projects and Communities under Development
Our homebuilding projects usually take approximately 24 to 48 months to complete from the initiation of homebuilding activity. Our land projects usually take approximately 24 to 48 months to complete from the acquisition of land. The following table presents project information relating to each of our markets as of June 30, 2015 .
Project, City
Year of
First
Delivery (1)
 
Total
Number of
Homes or Lots to
Be Built at
Completion (2)
 
Cumulative
Homes or Lots
Delivered as of
June 30, 2015
 
Lots as of June 30, 2015 (3)
 
Backlog at
June 30, 2015 (4)
 
Homes or Lots delivered for the six months ended June 30, 2015
 
Sales Range
(in 000's) (5)
Company Projects
Southern California
 
 
 
 
 
 
 
 
 
 
 
 
 
Canyon Oaks, Calabasas (7)
2017
 
69

 

 
69

 

 

 
$1,000 - $1,400
Amelia, Irvine
2014
 
70

 
20

 
20

 
19

 
14

 
$1,800 - $2,450
Trevi, Irvine
2014
 
82

 
18

 
19

 
18

 
13

 
$2,400 - $3,880
Fiano, Newport Beach
2015
 
39

 

 
11

 
4

 

 
$3,300 - $4,320
Twenty Oaks, Thousand Oaks
2015
 
20

 

 
20

 
1

 

 
$1,200 - $1,500
Sherman Oaks 7, Sherman Oaks
2016
 
7

 

 
7

 

 

 
$1,250 - $1,450
Southern California Total
 
 
287

 
38

 
146


42

 
27

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Northern California
 
 
 
 
 
 
 
 
 
 
 
 
 
Mission Blvd, Fremont
2016
 
33

 

 
33

 

 

 
$800 - $900
Woodbury Garden, Lafayette
2015
 
36

 

 
36

 
9

 

 
$1,100 - $1,800
Woodbury Terrace, Lafayette
2015
 
20

 

 
20

 
2

 

 
$850 - $1,100
Chaparral at Blackstone, El Dorado Hills
2015
 
72

 

 
72

 

 

 
$450 - $470
The Grove, Granite Bay
2014
 
14

 
6

 
6

 
7

 
4

 
$990 - $1,700
The Meadows, Folsom
2013
 
40

 
35

 
5

 
5

 
10

 
$420 - $580
Candela, Sacramento
2015
 
10

 

 
10

 

 

 
$350 - $400
Cannery Heirloom, Davis
2015
 
72

 

 
30

 

 

 
$400 - $560
Cannery Sage, Davis
2015
 
73

 

 
35

 

 

 
$760 - $1,070
Bayto, Santa Clara (7)
2016
 
33

 
 
 
33

 

 

 
$850 - $980
Shannon Townhomes, Fremont
2017
 
25

 

 
25

 

 

 
$850 - $950
Northern California Total
 
 
428

 
41

 
305

 
23

 
14

 
 
Company Projects Total
 
 
715

 
79

 
451

 
65

 
41

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

42



Project, City
Year of
First
Delivery (1)
 
Total
Number of
Homes or Lots to
Be Built at
Completion (2)
 
Cumulative
Homes or Lots
Delivered as of
June 30, 2015
 
Lots as of June 30, 2015 (3)
 
Backlog at
June 30, 2015 (4)
 
Homes or Lots delivered for the six months ended June 30, 2015
 
Sales Range
(in 000's) (5)
Unconsolidated Homebuilding Joint Venture Projects (6)  
Southern California
 
 
 
 
 
 
 
 
 
 
 
 
 
Aqua, Villa Metro, Valencia
2013
 
95

 
80

 
15

 
10

 
8

 
$300 - $400
Terra, Villa Metro, Valencia
2013
 
99

 
64

 
35

 
12

 
9

 
$340 - $480
Sol, Villa Metro, Valencia
2013
 
99

 
66

 
33

 
13

 
6

 
$370 - $480
Cielo, Villa Metro, Valencia
2014
 
22

 
21

 
1

 

 
13

 
$400 - $520
Avanti, Calabasas  (7)
2015
 
72

 

 
72

 
11

 

 
$1,100 - $1,650
Meridian, Newport Beach
2014
 
79

 
25

 
54

 
36

 
4

 
$1,600 - $4,270
Oliva, San Juan Capistrano
2015
 
40

 

 
40

 
5

 

 
$1,500 - $2,700
Southern California Total
 
 
506

 
256

 
250

 
87

 
40

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Northern California
 
 
 
 
 
 
 
 
 
 
 
 
 
Garden House, Rose Lane, Larkspur
2014
 
29

 
28

 
1

 
1

 
11

 
$1,650 - $3,490
Terraces, Rose Lane, Larkspur (7)  
2014
 
42

 
42

 

 

 
15

 
$640 - $1,200
Row Towns, Orchard Park, San Jose
2014
 
107

 
23

 
84

 
36

 
14

 
$660 - $930
Court Towns, Orchard Park, San Jose
2014
 
60

 
15

 
45

 
33

 
6

 
$680 - $950
Condo Flats, Orchard Park, San Jose
2014
 
72

 
17

 
55

 
30

 
13

 
$690 - $900
McKinley Village, Sacramento
2015
 
336

 

 
336

 

 

 
$450 - $780
Tidelands, San Mateo  (7)
2015
 
76

 

 
76

 

 

 
$750 - $1,200
Northern California Total
 
 
722

 
125

 
597

 
100

 
59

 
 
Unconsolidated Homebuilding Joint Venture Projects Total
 
 
1,228

 
381

 
847

 
187

 
99

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unconsolidated Land Joint Venture Projects (6)  
Southern California
 
 
 
 
 
 
 
 
 
 
 
 
 
Bedford Ranch, Corona (8)
2016
 
1,435

 

 
1,200

 

 

 

Southern California Total
 
 
1,435

 

 
1,200

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Northern California
 
 
 
 
 
 
 
 
 
 
 
 
 
Russell Ranch, Folsom (8)
2016
 
870

 

 
870

 

 

 

Foster Square, Foster City (8)
2014
 
421

 
421

 

 

 
155

 

Cannery Park, Davis (8)(9)
2015
 
547

 
197

 
350

 
140

 
197

 

Northern California Total
 
 
1,838

 
618

 
1,220

 
140

 
352

 
 
Unconsolidated Land Joint Venture Projects Total
 
 
3,273

 
618

 
2,420

 
140

 
352

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

43



Project, City
Year of
First
Delivery (1)
 
Total
Number of
Homes or Lots to
Be Built at
Completion (2)
 
Cumulative
Homes or Lots
Delivered as of
June 30, 2015
 
Lots as of June 30, 2015 (3)
 
Backlog at
June 30, 2015 (4)
 
Homes or Lots delivered for the six months ended June 30, 2015
 
Sales Range
(in 000's) (5)
Fee Building Projects
Mendocino, Irvine
2013
 
133

 
133

 

 
n/a

 
7

 
n/a

Mendocino Ext., Irvine
2014
 
114

 
114

 

 
n/a

 
37

 
n/a

Strada, Irvine
2014
 
224

 
72

 
152

 
n/a

 
63

 
n/a

Laurel, Irvine
2014
 
120

 
63

 
57

 
n/a

 
46

 
n/a

Jasmine, Irvine
2014
 
102

 
102

 

 
n/a

 
70

 
n/a

Jasmine Ext., Irvine
2015
 
126

 
34

 
92

 
n/a

 
34

 
n/a

Corte Bella, Irvine
2014
 
118

 
105

 
13

 
n/a

 
102

 
n/a

Entrata, Irvine
2014
 
123

 
42

 
81

 
n/a

 
28

 
n/a

Terrazza, Irvine
2014
 
149

 
43

 
106

 
n/a

 
33

 
n/a

Vista Scena, Irvine
2014
 
195

 
39

 
156

 
n/a

 
28

 
n/a

Avalon, Irvine
2016
 
156

 

 
156

 
n/a

 

 
n/a

Belvedere, Irvine
2016
 
134

 

 
134

 
n/a

 

 
n/a

Helena, Irvine
2016
 
142

 

 
142

 
n/a

 

 
n/a

Marin, Irvine
2016
 
157

 

 
157

 
n/a

 

 
n/a

Petaluma, Irvine
2016
 
106

 

 
106

 
n/a

 

 
n/a

Piedmont, Irvine
2016
 
159

 

 
159

 
n/a

 

 
n/a

Fee Building Projects Total
 
 
2,258

 
747

 
1,511

 
 

448

 
 

 
(1)
Year of first delivery for future periods is based upon management’s estimates and is subject to change.
(2)
The number of homes or lots to be built at completion is subject to change, and there can be no assurance that we will build these homes or develop these lots.
(3)
Consists of owned lots, fee building lots and unconsolidated joint venture lots as of June 30, 2015 , including owned lots, fee building lots and unconsolidated joint venture lots in backlog as of June 30, 2015 . Of the foregoing lots, there were 3 completed and unsold homes other than those being used as model homes.
(4)
Backlog consists of homes or lots under sales contracts that have not closed as of June 30, 2015 . There can be no assurance that delivery of sold homes or lots will occur. Backlog has not been reduced to reflect our historical cancellation rate. Backlog for fee building projects is not included as we are not responsible for sales activities related to those projects.
(5)
Sales range reflects estimated total price for homes in the respective project. The actual prices at which our homes are sold in the future may differ. Sales price range is not included for fee building projects where we are not responsible for sales activities.
(6)
We own economic interests in our unconsolidated joint ventures, which include our capital interests that generally range from 5% to 50% plus, in each case, a share of the distributions from the joint ventures in excess of our capital interest. These economic interests vary among our different joint ventures.
(7)
This project has below-market homes. The sales price range for these homes is excluded from the table.
(8)
This project is anticipated to be a lot sale program, in which we may buy lots from the unconsolidated joint venture or sell lots to merchant builders. As such, a sales range is not presented.
(9)
Cannery backlog includes lots sold to the Company.

Critical Accounting Policies
See Note 1 to the accompanying notes to unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Recently Issued Accounting Standards
See Note 1 to the accompanying notes to unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

44




Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Information about our market risk is disclosed in Part II, Item 7A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and is incorporated herein by reference. There have been no material changes during the six months ended June 30, 2015, to the information provided in Part II, Item 7A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Item 4.
Controls and Procedures
Our management, under the supervision and with the participation of our chief executive officer and chief financial officer, has reviewed and evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this Form 10-Q (the “Evaluation Date”). Based on such evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the Evaluation Date. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our management determined that as of June 30, 2015 , there were no changes in our internal control over financial reporting that occurred during the fiscal quarter then ended that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


45



PART II - OTHER INFORMATION

Item 1.      Legal Proceedings
For more information regarding how we account for legal proceedings, see Note 10, "Commitments and Contingencies," to our consolidated financial statements included elsewhere in this report, which is incorporated herein by reference.
Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed under Part I, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 .

Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer

The Company did not make any purchases of its common stock during the six months ended June 30, 2015 .

Item 3.      Defaults on Senior Securities
 
None.

Item 4.      Mine Safety Disclosures

Not applicable.

Item 5.      Other Information
    
None.


46




Item 6.      Exhibits

 
 
 
Exhibit
Number
  
Exhibit Description
 
 
10.1

*
Modification Agreement, dated December 3, 2014, by and between The New Home Company Inc. and U.S. Bank National Association
 
 
 
10.2

*
Second Modification Agreement, dated May 7, 2015, by and between The New Home Company Inc. and U.S. Bank National Association
 
 
 
10.3

*
Third Modification Agreement, dated July 22, 2015, by and between The New Home Company Inc. and U.S. Bank National Association
 
 
 
10.4

*
Employment Agreement, dated May 29, 2015, between The New Home Company Inc. and John Stephens
 
 
 
10.5

*
Amendment to Employment Agreement, dated May 29, 2015, by and between The New Home Company Inc. and Wayne Stelmar
 
 
 
10.6

*
Restated Consulting Agreement, dated June 18, 2015, by and among The New Home Company Inc., Mendocino Group Inc. and Joseph Davis
 
 
 
31.1

*
Chief Executive Officer Section 302 Certification of the Sarbanes-Oxley Act of 2002
 
 
31.2

*
Chief Financial Officer Section 302 Certification of the Sarbanes-Oxley Act of 2002
 
 
32.1

**
Chief Executive Officer Section 906 Certification of the Sarbanes-Oxley Act of 2002
 
 
32.2

**
Chief Financial Officer Section 906 Certification of the Sarbanes-Oxley Act of 2002
 
 
 
101

 
The following materials from The New Home Company Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, formatted in eXtensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statement of Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Condensed Consolidated Financial Statements.
 
 
 
 
 
 
* Filed herewith
** Furnished and not filed herewith for purposes of Section 18 of the Securities Exchange Act, as amended


47



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
 
 
 
 
 
 
 
 
 
 
The New Home Company Inc.
 
 
 
 
 
 
 
 
By:
 
/s/ H. Lawrence Webb
 
 
 
 
 
 
H. Lawrence Webb
 
 
 
 
 
 
Chief Executive Officer and Chairman of
 
 
 
 
 
 
the Board
 
 
 
 
 
 
 
 
 
 
 
By:
 
/s/ John M. Stephens
 
 
 
 
 
 
John M. Stephens
 
 
 
 
 
 
Chief Financial Officer and Secretary
Date: August 6, 2015


48
Deal CUSIP 64536VAA8
Revolving Facility CUSIP 64536VAB6


MODIFICATION AGREEMENT
This Modification Agreement ( "Agreement" ) is made as of December 3, 2074, by and between THE NEW HOME COMPANY INC., a Delaware corporation ( "Borrower" ), and U.S.BANK NATIONAL ASSOCIATION D/B/A HOUSING CAPITAL COMPANY, in its capacity as Administrative Agent (the "Administrative Agent' ), for the benefit of Lenders under the Credit Agreement described below, LC Issuer, Swing Line Lender and a Lender.

RECITALS

A.     Under that certain Credit Agreement dated as of June 26,2014 (as amended, restated or otherwise modified, the "Credit Agreement") , by and among Borrower, Administrative Agent and the financial institutions from time to time party thereto (collectively, the "Lenders" ), Administrative Agent and the Lenders agreed to make a loan to Borrower (the "Loan" ). Capitalized terms used herein without definition have the meanings ascribed to them in the Credit Agreement.

B.     The Loan is evidenced by that ceftain Promissory Note dated as of June 26,2014, made by Borrower and payable to the order of a Lender, in the original principal amount of One Hundred Twenty-Five Million and No/l00 Dollars ($125,000,000.00) (as amended, restated, supplemented, substituted, or otherwise modified, the "Note" ).

C.     The Note, the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) and any other documents executed in connection with the Loan, including those which evidence, guarantee, secure or modify the Loan, as any or all of them may have been amended to date, are sometimes referred to herein as the " Loan Documents ". This Agreement is a Loan Document.

D.     As of the date hereof, the outstanding principal balance of the Loan is $100,473,559.83.

E.     Borrower has requested that Administrative Agent and the Lenders modify the Loan as provided herein. Administrative Agent and the Lenders have agreed to modify the Loan on the terms and conditions set forth herein.

F.     Borrower, Administrative Agent and the Lenders now wish to modify the Loan as set forth below.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufhciency of which are hereby acknowledged, including the mutual covenants herein contained, Borrower and Lender hereby agree to the following terms and conditions:

1.     Recitals . The recitals set forth above in the Recitals are true, accurate and correct.

2.      Reaffirmation of Loan . Borrower reaffirms all of its obligations under the Loan Documents, and Borrower acknowledges that it has no claims, offsets or defenses with respect to the payment of sums due under the Credit Agreement, the Note or any other Loan Document.




    

3.      Modifications of Loan Documents .

(a)      Definitions .
    
(i) The definition of " Eurocurrency Base Rate " as set forth in Article I of the Credit Agreement shall be modified to add the following sentence to the end of such definition:

"Notwithstanding anything to the contrary, in the event the Eurocurrency Base Rate shall be less than zero, such Eurocurrency Base Rate shall be deemed to be zero for the purposes of this Agreement."

(ii) The definition of the following terms are hereby added to Article I of the Credit Agreement in alphabetical order thereto, each of which shall read as follows:

"Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption.

"Sanctions" means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state or Her Majesty's Treasury of the United Kingdom.

"Sanctioned Country" means, at any time, a country or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Cuba, Iran. North Korea. Sudan and Syria).

"Sanctioned Person" means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union or any European Union member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

(b)      Section 5.13 of the Credit Agreement is hereby amended and restated in its entirety as follows:

"Section 5.13 Compliance With Laws . The Borrower and the Guarantors are in compliance with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or ageltcy thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property, the violation of which would reasonably be expected to have a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions."





(c)     A new Section 5.22 is hereby added to the Credit Agreement which shall read in its entirety as follows:

"Section 5.22 Anti-Corruption and Sanctions . The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, its directors and agents, ate in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Advance or Facility LC, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

(d)      Section 6.2 of the Credit Agreement is hereby amended and restated in its entirety as follows:

"Section 6.2 Use of Proceeds . The Borrower will, and will cause each Subsidiary to, use the proceeds of the Credit Extensions for general corporate purposes. The Borrower will not, nor will it permit any Subsidiary to, use any of the proceeds of the Advances to purchase or carry any "margin stock" (as defined in Regulation U). The Borrower will not request any Advance or Facility LC, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Advance or Facility LC (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of rnoney, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto "

(e)      Section 6.21 of the Credit Agreement is hereby modified to strike the Section 6.15(xx).

(f)      Section 7.1(c) of the Credit Agreement is hereby amended and restated in its entirety as follows:

"(c) The breach of any of the covenants set forth in Section 6.19 (other than as provided in Section 6.19(f)) or in Section 6.2."

(e)      CUSIP Informatio n. The following information is hereby added to the upper right-hand corner of the cover page of the Credit Agreement:

"Deal CUSIP 64536VAA8
Revolving Facility CUSIP 64536AB6"





4.      Conditions Precedent . Before this Agreement becomes effective and any party becomes obligated under it, all of the following conditions shall have been satisfied at Borrower's sole cost and expense in a manner acceptable to Administrative Agent in the exercise of Administrative Agent's sole judgment:

(a)     Administrative Agent shall have received fully executed and where appropriate, acknowledged originals of this Agreement and the attached Guarantors' Consent.

(b)     The representations and warranties contained in the Loan Documents and this Agreement are true and correct as of the effective date of this Agreement.

(c)     All payments due and owing to Administrative Agent and the Lenders under the Loan Documents have been paid current as of the effective date of this Agreement.

(d)     Administrative Agent shall have received reimbursement, in immediately available funds, of all costs and expenses incurred by Administrative Agent and the Lenders in connection with this Agreement, including, legal fees and expenses of Administrative Agent's and Lenders' counsel.

5.      Representations and Warranties . Borrower represents and warrants to Administrative Agent and the Lenders as follows:

(a)      Loan Documents . All representations and warranties made and given by Borrower in the Loan Documents are true, accurate and correct as of the date of this Agreement.

(b)      No Event of Default . No Event of Default has occurred and is continuing and no event has occurred and is continuing which, with notice or the passage of time or both, would be an Event of Default.

(c)      Borrowing Entit y. Borrower is a corporation which is duly organized and validly existing under the laws of the State of Delaware. Except as otherwise disclosed to Administrative Agent in writing plior to the date hereof, there have been no changes in the organization, composition, ownership structure or formation documents of Borrower since the inception of the Loan.

6.      Remedies . Upon a default under this Agreement, the Note or any of the other Loan Documents, Lender may enforce all rights and remedies under any applicable law. The rights and remedies specified herein are cumulative and are not exclusive of any rights or remedies which Lender would otherwise have under the Loan Documents or applicable law.

7 .      Incorporation . This Agreement shall form a part of each Loan Document, and all references to a given Loan Document shall mean that document as hereby modified.

8.      Effect of this Agreement . The terms and conditions of the Credit Agreement and the other Loan Documents are modified only to the extent specifically set forth herein and on the condition that such modification shall not prejudice any other existing or future rights, remedies, benefits or powers belonging or accruing to Administrative Agent and the Lenders under the terms of the Credit Agreement and the other Loan Documents, as hereby modified.





9.      No Impairment; Reaffirmation and Ratification . Except as set forth herein, the terms of the Note, the Credit Agreement and the other Loan Documents shall remain in full force and effect and apply to this Agreement, and the Note and the other Loan Documents are ratified and affirmed by the parties hereto.

10.      Indemnification . Borrower shall indemnify, defend, protect and hold Administrative Agent and the Lenders (individually and collectively, the " Indemnified Party ") harmless from and against any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever, including, without limitation, attorneys' fees and other costs of defense, incurred or accruing by reason of any acts performed by Indemnified Party pursuant to the provisions of this Agreement regardless of whether legal action is commenced in any coutl, including, without limitation, those arising from the joint, concurrent or comparative negligence of Indemnified Party, except as a result of Indemnified Party's gross negligence or willful misconduct.

11.      Successors and Assigns . The terms and conditions of this Agreement are binding upon Borrower and its representatives, successors, interests, and assigns, and shall survive the termination of this Agreement, the Note and the other Loan Documents.

12.      Purpose and Effect of Administrative Agent's and Lenders' Approval . Administrative Agent's and/or Lenders' approval of any matter in connection with the Loan shall be for the sole purpose of protecting Administrative Agent's and Lenders' security and rights. Neither the execution and delivery of this Agreement by Administrative Agent or any Lender, nor any approval by Administrative Agent or any Lender of any matter in connection with the Loan shall result in a waiver of any Event of Default. In no event shall Administrative Agent's or any Lender's approval be a representation of any kind with regard to the matter being approved.

13.      Integration . The Loan Documents, including this Agreement: (a) integrate all the terms and conditions mentioned in or incidental to the Loan Documents; (b) supersede all oral negotiations and prior and other writings with respect to their subject matter; and (c) are intended by the parties as the final expression of the agreement with respect to the terms and conditions set forth in those documents and as the complete and exclusive statement of the terms agreed to by the parties. If there is any conflict between the terms, conditions and provisions of this Agreement and those of any other agreement or instrument, including any of the other Loan Documents, the terms, conditions and provisions of this Agreement shall prevail.

14.      Authorization . By signing below, each party hereto represents to the other that the individual executing this Agreement on its behalf is the duly appointed signatory of such party and that such individual is authorized to execute this Agreement by or on behalf of such party and to take all action required by the terms of this Agreement.

15.      Miscellaneous . This Agreement may be executed in counterparts, and all
counterparts shall constitute but one and the same document. If any court of competent jurisdiction determines any provision of this Agreement or any of the other Loan Documents to be invalid, illegal or unenforceable, that portion shall be deemed severed from the rest, which shall remain in full force and effect as though the invalid, illegal or unenforceable portion had never been a part of the Loan Documents. This Agreement shall be governed by the laws of the State of California, without regard to the choice of law rules of that State. As used herein, the word "include(s)" means "includes(s), without limitation," and the word "including" means "including, but not limited to."





[Signatures on the Following Page]






IN WITNESS WHEREOF, Borrower, Administrative Agent, Swing Line Lender, LC Issuer and Lenders have executed this Agreement as of the date first above written.

 
BORROWER:
 
 
 
 
THE NEW HOME COMPANY INC., a Delaware corporation
 
 
 
 
By:
/s/ Wayne Stelmar
 
Name:
Wayne Stelmar
 
Title:
Chief Financial Officer
 
 
 
 
By:
/s/ Mark Kawanami
 
Name:
Mark Kawanami
 
Title:
Senior Vice President
 
 
 
 
ADMINISTRATIVE AGENT, SWING LINE LENDER, LC ISSUER AND LENDER:
 
 
 
 
U.S. BANK NATIONAL ASSOCIATION, D/B/A HOUSING CAPITAL COMPANY, as a Lender, Swing Line Lender, LC Issuer and Administrative Agent
 
 
 
 
By:
/s/ Karen Goodbody
 
Name:
Karen Goodbody
 
Title:
Vice President
 
 
 







GUARANTORS’ CONSENT

The undersigned (collectively, “Guarantor” ) consents to the foregoing Modification Agreement and the transactions contemplated thereby and reaffirms its obligations under the Guaranty dated as of June 26, 2014 (as amended, restated or otherwise modified, the “Guaranty” ), and its waivers, as set forth in the Guaranty, of each and every one of the possible defenses to such obligations. Guarantor further reaffirms that its obligations under the Guaranty are separate and distinct from Borrower’s obligations.

Dated as of: December 3, 2014

GUARANTOR:

THE NEW HOME COMPANY SOUTHERN CALIFORNIA LLC, a Delaware limited liability company
 
 
 
 
By:
/s/ Tom Redwitz
 
Name:
Tom Redwitz
 
Title:
Chief Operating Officer
 
 
 
 
By:
/s/ Mark Kawanami
 
Name:
Mark Kawanami
 
Title:
Senior Vice President
 
 
 
 

THE NEW HOME COMPANY NORTHERN CALIFORNIA LLC, a Delaware limited liability company
 
 
 
 
By:
/s/ H. Lawrence Webb
 
Name:
H. Lawrence Webb
 
Title:
Chief Executive Officer
 
 
 
 
By:
/s/ Mark Kawanami
 
Name:
Mark Kawanami
 
Title:
Senior Vice President
 
 
 
 






TNHC LAND COMPANY LLC, a Delaware limited liability company
 
 
 
 
By:
/s/ Wayne J. Stelmar
 
Name:
Wayne J. Stelmar
 
Title:
Chief Financial Officer
 
 
 
 
By:
/s/ Mark Kawanami
 
Name:
Mark Kawanami
 
Title:
Senior Vice President
 
 
 
 




Deal CUSIP 64536VAA8
Revolving Facility CUSIP 64536VAB6

SECOND MODIFICATION AGREEMENT
This Second Modification Agreement ( “Agreement” ) is made as of May 7, 2015, by and between THE NEW HOME COMPANY INC., a Delaware corporation ( “Borrower” ), and U.S. BANK NATIONAL ASSOCIATION D/B/A HOUSING CAPITAL COMPANY, in its capacity as Administrative Agent (the “Administrative Agent” ), for the benefit of Lenders under the Credit Agreement described below, LC Issuer, Swing Line Lender and a Lender.
RECITALS
A. Under that certain Credit Agreement dated as of June 26, 2014, by and among Borrower, Administrative Agent and the financial institutions from time to time party thereto (collectively, the “Lenders” ), as modified by that certain Modification Agreement dated as of December 3, 2014 (collectively, as amended, restated or otherwise modified, the “Credit Agreement” ), Administrative Agent and the Lenders agreed to make a loan to Borrower (the “Loan” ). Capitalized terms used herein without definition have the meanings ascribed to them in the Credit Agreement.
B.      The Loan is evidenced by those certain notes dated as of December 3, 2014, made by Borrower and payable to the order of a Lender, in the aggregate maximum principal amount of One Hundred Twenty-Five Million and No/100 Dollars ($125,000,000.00) (collectively, as amended, restated, supplemented, substituted, or otherwise modified, the “Notes” ).
C.      In connection with the Loan, THE NEW HOME COMPANY SOUTHERN CALIFORNIA LLC, a Delaware limited liability company, THE NEW HOME COMPANY NORTHERN CALIFORNIA LLC, a Delaware limited liability company, and TNHC LAND COMPANY LLC, a Delaware limited liability company (individually and collectively, “Guarantor” ), have executed that certain Guaranty dated as of June 26, 2014 in favor of Administrative Agent and the Lenders (as amended, restated or otherwise modified, the “Guaranty” ), pursuant to which Guaranty Guarantor guaranteed to Administrative Agent and Lenders the payment and performance of Borrower’s obligations under the Loan Documents.
D.      The Notes, the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) and any other documents executed in connection with the Loan, including those which evidence, guarantee, secure or modify the Loan, as any or all of them may have been amended to date, are sometimes referred to herein as the “Loan Documents. This Agreement is a Loan Document.
E.      As of the date hereof, the outstanding principal balance of the Loan is $113,023,559.83, and no Letters of Credit have been issued by LC Issuer and remain outstanding.
F.      Borrower has requested, and Administrative Agent and Lenders have agreed, to increase the Aggregate Commitment amount from $125,000,000 to $175,000,000, extend the maturity of the Loan and make certain other changes to the Loan, all on the terms and conditions set forth herein.




G.      Bank of the West, a California banking corporation ( “Bank of the West” ), is becoming a “Lender” under the Credit Agreement with a Commitment of $15,000,000.00.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, including the mutual covenants herein contained, Borrower and Lender hereby agree to the following terms and conditions:
1. Recitals . The recitals set forth above in the Recitals are true, accurate and correct.
2.      Reaffirmation of Loan . Borrower reaffirms all of its obligations under the Loan Documents, and Borrower acknowledges that it has no claims, offsets or defenses with respect to the payment of sums due under the Credit Agreement, the Notes or any other Loan Document.
3.      Aggregate Commitment; Lender Commitments .
(a)      As of the date of this Agreement, the Aggregate Commitment is $175,000,000.00. Schedule 1 attached to the Loan Agreement is hereby amended and restated in its entirety by Schedule 1 attached hereto.
(b)      Each of U.S. Bank National Association d/b/a Housing Capital Company, JPMorgan Chase Bank, N.A., Citibank, N.A. and Credit Suisse AG, Cayman Islands Branch hereby agrees to increase their respective Commitment to the amount specified with respect to such Lender on Schedule 1 attached hereto.
(c)      Bank of the West hereby agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, as of the date hereof, become a Lender for all purposes of the Credit Agreement and the other Loan Documents to the same extent as if originally a party thereto, with a Commitment in the amount specified with respect to such Lender on Schedule 1 attached hereto. Bank of the West hereby (i) represents and warrants that it is legally authorized to enter into this Agreement and that none of the funds, monies, assets or other consideration being used to fund its Loans are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental

 
2
 
    


thereto; and (v) agrees that it will be bound by the provisions of the Credit Agreement and the other Loan Documents and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender.
4.      Modifications of Loan Documents .
(a)      Definitions .
(i)      The definition of “Adjusted Leverage Ratio” as set forth in Article I of the Credit Agreement is hereby amended and restated in its entirety as follows:
“Adjusted Leverage Ratio” means, as of any date of determination, the ratio (expressed as a percentage) of (i) the Joint Venture Debt outstanding on such date, to (ii) the Consolidated Tangible Net Worth of each Joint Venture as of such date.
(ii)      The definition of “Facility Termination Date” as set forth in Article I of the Credit Agreement is hereby amended and restated in its entirety as follows:
“Facility Termination Date” means April 30, 2018, as the same may be extended as provided in Section 2.24, or any earlier date on which the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.
(iii)      The definition of “Leverage Ratio” as set forth in Article I of the Credit Agreement is hereby amended and restated in its entirety as follows:
“Leverage Ratio” means, as of any date of calculation, the ratio (expressed as a percentage) of (i) (A) Consolidated Indebtedness outstanding on such date less (B) Unrestricted Cash in excess of the Minimum Liquidity Amount on such date to (ii) (A) the sum of Consolidated Indebtedness on such date plus (B) Consolidated Tangible Net Worth on such date less (C) Unrestricted Cash in excess of the Minimum Liquidity Amount on such date.
(iv)      The definitions of the following terms are hereby added to Article I of the Credit Agreement in alphabetical order thereto, each of which shall read as follows:
“Augmenting Lender” is defined in Section 2.25.
“Increasing Lender” is defined in Section 2.25.
(b)      Commitment Fee . Section 2.5 of the Credit Agreement is hereby amended and restated in its entirety as follows:

 
3
 
    


“2.5     Commitment Fee . The Borrower agrees to pay to the Administrative Agent for the account of each Lender according to its Pro Rata Share a Commitment Fee (the “Commitment Fee” ) from the date hereof to and including the Facility Termination Date, which Commitment Fee shall accrue on a daily basis in an amount equal to (a) the Available Aggregate Commitment on such day, multiplied by (b) the Applicable Fee Rate then in effect, divided by (c) 360. The accrued Commitment Fee shall be payable in arrears on each Quarterly Payment Date hereafter and on the Facility Termination Date. Swing Line Loans shall count as usage of the Aggregate Commitment for the purpose of calculating the Commitment Fee due hereunder. Notwithstanding the foregoing, (A) no Commitment Fee shall be payable as to any calendar quarter if the average daily Available Aggregate Commitment during such quarter (i.e., the sum of the amount of the Available Aggregate Commitment on each day during such quarter, divided by the total number of days during such quarter) is less than 50% of the average daily total Aggregate Commitment during such quarter (i.e., the sum of the amount of the total Aggregate Commitment on each day during such quarter, divided by the total number of days during such quarter), and (B) the Applicable Fee Rate specified in Levels I, II and III of the Pricing Schedule shall be reduced by five basis points (0.05%) through June 25, 2015.”
(c)      Method of Selecting Types and Interest Periods for New Revolving Advances . Section 2.8 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“Section 2.8    Method of Selecting Types and Interest Periods for New Revolving Advances. The Borrower shall select the Type of Advance and, in the case of each Eurocurrency Advance, the Interest Period applicable thereto from time to time. The Borrower shall give the Administrative Agent irrevocable notice in the form of Exhibit D (a “Borrowing Notice”) executed by an Authorized Officer not later than 10:00 a.m. (Pacific time) on the Borrowing Date of each Base Rate Advance (other than a Swing Line Loan), two (2) Business Days before the Borrowing Date for each Eurocurrency Advance in Dollars, specifying:
(i)    the Borrowing Date, which shall be a Business Day, of such Advance,
(ii)    the aggregate amount of such Advance,
(iii)    the Type of Advance selected, and
(iv)    in the case of each Eurocurrency Advance, the Interest Period applicable thereto.
Not later than 12:00 noon (Pacific time) on each Borrowing Date, each Lender shall make available its Loan or Loans in funds immediately available to the

 
4
 
    


Administrative Agent at its address specified pursuant to ARTICLE XIII. The Administrative Agent will make the funds so received from the Lenders available to the Borrower at the Administrative Agent’s aforesaid address.”
(d)      Extension of Facility Termination Date . Notwithstanding anything to the contrary set forth in Section 2.24, the extension of the Facility Termination Date pursuant to Section 4(a)(ii) above is in addition to, and is not in any way a derogation of, Borrower’s right to request a further extension of such Facility Termination Date in accordance with Section 2.24, which remains in full force and effect.
(e)      Increase Option .
(i)      The following is hereby inserted into the Credit Agreement as new Section 2.25:
“2.25    Increase Option. Subject to the prior written consent of Administrative Agent (not to be unreasonably withheld), Borrower may elect (but in no event more than once), to increase the Commitments, in an integral multiple of $5,000,000 or such lower amount as Borrower and Administrative Agent agree upon, so long as, after giving effect thereto, the amount of such increase (when added to the existing Aggregate Commitment) does not exceed $200,000,000. Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender” ), or by one or more new Eligible Assignees (each such new Eligible Assignee, an “Augmenting Lender” ), to increase their existing Commitments, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender and each Increasing Lender shall be subject to the approval of Borrower, Administrative Agent and Swing Line Lender, in each case not to be unreasonably withheld, and shall be either a Qualified Bank or approved by each LC Issuer, such approval not to be unreasonably withheld, and (ii) (y) in the case of an Increasing Lender, Borrower and such Increasing Lender shall execute an agreement substantially in the form of Exhibit I hereto, and (z) in the case of an Augmenting Lender, Borrower and such Augmenting Lender shall execute an agreement substantially in the form of Exhibit J hereto. In no event shall any Lender become an Increasing Lender or an Augmenting Lender without such Lender’s prior written consent (in its sole discretion). No consent of any Lender (other than Administrative Agent and the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.25. Increases and new Commitments created pursuant to this Section 2.25 shall become effective on the date agreed by Borrower, Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) shall become effective under this paragraph

 
5
 
    


unless, (1) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (or waived by the Required Lenders) and Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of Borrower, and (2) Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of Borrower to borrow hereunder after giving effect to such increase, as well as such documents as Administrative Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and pro forma compliance with the financial covenants set forth in Section 6.19). On the effective date of any increase in the Commitments, (aa) each relevant Increasing Lender and Augmenting Lender shall make available to Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all Lenders to equal its Pro Rata Share of such outstanding Revolving Loans, and (bb) Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by Borrower, in accordance with the requirements of Section 2.8). The deemed payments made pursuant to clause (bb) above shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. Nothing contained in this Section 2.25 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time.”
(ii)      Exhibits I and J attached hereto are inserted into the Credit Agreement, respectively, as new Exhibits I and J.
(f)      Consolidated Tangible Net Worth Test . Section 6.19(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:
“(a)     Consolidated Tangible Net Worth Test . The Borrower will not at any time permit Consolidated Tangible Net Worth to be less than (i) $125,000,000.00 plus (ii) 50% of the cumulative Consolidated Net Income for each fiscal quarter commencing on or after April 1, 2015 (excluding any quarter in which there is a loss but applying Consolidated Net Income thereafter first to such loss before determining 50% of such amount for purposes of this calculation) plus (iii) 50% of the aggregate proceeds received by the Borrower (net of reasonable fees and expenses) in

 
6
 
    


connection with any offering of stock or equity in each fiscal quarter after May 7, 2015 (the “Consolidated Tangible Net Worth Test” ).”
(g)      Leverage Test . Section 6.19(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:
“(b)     Leverage Test . Borrower shall not at any time permit the Leverage Ratio to exceed sixty-five percent (65%) (the “Leverage Test” ).”
(h)      Adjusted Leverage Test . Section 6.19(c) of the Credit Agreement is hereby amended and restated in its entirety as follows:
“(c)     Adjusted Leverage Test . Borrower shall not at any time permit the Adjusted Leverage Ratio to exceed fifty percent (50%) (the “Adjusted Leverage Test” ).”
(i)      Minimum Liquidity Amount . Section 6.19(d) of the Credit Agreement is hereby amended and restated in its entirety as follows:
“(d)     Minimum Liquidity Amount . Borrower shall not, on any date of determination, permit Borrower’s Unrestricted Cash to be less than the greater of (i) Seven Million Dollars ($7,000,000.00), or (ii) an amount equal to Consolidated Interest Expense over the immediately preceding twelve month period (such greater amount being referred to herein as the “Minimum Liquidity Amount” ).”
5.      Conditions Precedent . Before this Agreement becomes effective and any party becomes obligated under it, all of the following conditions shall have been satisfied at Borrower’s sole cost and expense in a manner acceptable to Administrative Agent in the exercise of Administrative Agent’s sole judgment:
(a)      Administrative Agent shall have received fully executed and where appropriate, acknowledged originals of this Agreement and the attached Guarantors’ Consent.
(b)      Administrative Agent shall have received the fully executed original fee letter of even date herewith executed by Borrower.
(c)      Each Lender shall have received an original promissory note, or amended and restated promissory note, as applicable, substantially in the form of Exhibit F (with such modifications as may be necessary in the case of amended and restated promissory notes), executed by Borrower payable to the order of such Lender in the maximum principal amount of such Lender’s Commitment.
(d)      Each Lender shall have made available to Administrative Agent such amounts in immediately available funds as Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to the increase in the Aggregate Commitment contemplated by this Agreement and the use of such

 
7
 
    


amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all Lenders to equal its Pro Rata Share of such outstanding Revolving Loans.
(e)      Administrative Agent shall have received a Certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (i) that there have been no changes in the charter document or the Operating Agreement or other organizational document of such Loan Party since the Effective Date, (ii) resolutions of the Board of Directors or other governing body of such Loan Party authorizing the execution, delivery and performance of this Agreement (or, in the case of a Guarantor, the Consent and Reaffirmation of Guaranty attached hereto), (iii) the Good Standing Certificate (or analogous documentation if applicable) for such Loan Party from the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, to the extent generally available in such jurisdiction and (iv) and the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party.
(f)      The representations and warranties contained in the Loan Documents and this Agreement shall be true and correct as of the effective date of this Agreement.
(g)      All payments due and owing to Administrative Agent and the Lenders under the Loan Documents shall have been paid current as of the effective date of this Agreement.
(h)      Administrative Agent shall have received reimbursement, in immediately available funds, of all costs and expenses incurred by Administrative Agent and the Lenders in connection with this Agreement, including legal fees and expenses of Administrative Agent’s and Lenders’ counsel.
6.      Representations and Warranties . Borrower represents and warrants to Administrative Agent and the Lenders as follows:
(a)      Loan Documents . All representations and warranties made and given by Borrower in the Loan Documents are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of the date of this Agreement except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties was true and correct in all respects) on and as of such earlier date.
(b)      No Event of Default . No Event of Default has occurred and is continuing and no event has occurred and is continuing which, with notice or the passage of time or both, would be an Event of Default.
(c)      Borrowing Entity . Borrower is a corporation which is duly organized and validly existing under the laws of the State of Delaware. Except as otherwise disclosed to Administrative Agent in writing prior to the date hereof, there have been no changes in the

 
8
 
    


organization, composition, ownership structure or formation documents of Borrower since the inception of the Loan.
7.      Remedies . Upon a default under this Agreement, the Notes or any of the other Loan Documents, Administrative Agent may enforce all rights and remedies under any applicable law. The rights and remedies specified herein are cumulative and are not exclusive of any rights or remedies which Administrative Agent or the Lenders would otherwise have under the Loan Documents or applicable law.
8.      Incorporation . This Agreement shall form a part of each Loan Document, and all references to a given Loan Document shall mean that document as hereby modified.
9.      Effect of this Agreement . The terms and conditions of the Credit Agreement and the other Loan Documents are modified only to the extent specifically set forth herein and on the condition that such modification shall not prejudice any other existing or future rights, remedies, benefits or powers belonging or accruing to Administrative Agent and the Lenders under the terms of the Credit Agreement and the other Loan Documents, as hereby modified.
10.      No Impairment; Reaffirmation and Ratification . Except as set forth herein, the terms of the Notes, the Credit Agreement and the other Loan Documents shall remain in full force and effect and apply to this Agreement, and the Notes and the other Loan Documents are ratified and affirmed by the parties hereto.
11.      Indemnification . Borrower shall indemnify, defend, protect and hold Administrative Agent and the Lenders (individually and collectively, the “Indemnified Party” ) harmless from and against any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever, including, without limitation, attorneys’ fees and other costs of defense, incurred or accruing by reason of any acts performed by Indemnified Party pursuant to the provisions of this Agreement regardless of whether legal action is commenced in any court, including, without limitation, those arising from the joint, concurrent or comparative negligence of Indemnified Party, except as a result of Indemnified Party’s gross negligence or willful misconduct.
12.      Successors and Assigns . The terms and conditions of this Agreement are binding upon Borrower and its representatives, successors, interests, and assigns, and shall survive the termination of this Agreement, the Notes and the other Loan Documents.
13.      Purpose and Effect of Administrative Agent’s and Lenders’ Approval . Administrative Agent’s and/or Lenders’ approval of any matter in connection with the Loan shall be for the sole purpose of protecting Administrative Agent’s and Lenders’ security and rights. Neither the execution and delivery of this Agreement by Administrative Agent or any Lender, nor any approval by Administrative Agent or any Lender of any matter in connection with the Loan shall result in a waiver of any Event of Default. In no event shall Administrative Agent’s or any Lender’s approval be a representation of any kind with regard to the matter being approved.

 
9
 
    


14.      NO ORAL MODIFICATION . THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. NOTWITHSTANDING ANY PRIOR PRACTICE TO THE CONTRARY AND FOR THE AVOIDANCE OF DOUBT, THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THERE MAY BE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
15.      Integration . The Loan Documents, including this Agreement: (a) integrate all the terms and conditions mentioned in or incidental to the Loan Documents; (b) supersede all oral negotiations and prior and other writings with respect to their subject matter; and (c) are intended by the parties as the final expression of the agreement with respect to the terms and conditions set forth in those documents and as the complete and exclusive statement of the terms agreed to by the parties. If there is any conflict between the terms, conditions and provisions of this Agreement and those of any other agreement or instrument, including any of the other Loan Documents, the terms, conditions and provisions of this Agreement shall prevail.
16.      Authorization . By signing below, each party hereto represents to the other that the individual executing this Agreement on its behalf is the duly appointed signatory of such party and that such individual is authorized to execute this Agreement by or on behalf of such party and to take all action required by the terms of this Agreement.
17.      Miscellaneous . This Agreement may be executed in counterparts, and all counterparts shall constitute but one and the same document. If any court of competent jurisdiction determines any provision of this Agreement or any of the other Loan Documents to be invalid, illegal or unenforceable, that portion shall be deemed severed from the rest, which shall remain in full force and effect as though the invalid, illegal or unenforceable portion had never been a part of the Loan Documents. This Agreement shall be governed by the laws of the State of California, without regard to the choice of law rules of that State. As used herein, the word “include(s)” means “includes(s), without limitation,” and the word “including” means “including, but not limited to.”


[Signatures on the Following Page]


 
10
 
    


IN WITNESS WHEREOF, Borrower, Administrative Agent, Swing Line Lender, LC Issuer and Lenders have executed this Agreement as of the date first above written.

 
BORROWER:
 
 
 
 
THE NEW HOME COMPANY INC., a Delaware corporation
 
 
 
 
By:
/s/ Wayne Stelmar
 
Name:
Wayne Stelmar
 
Title:
Chief Financial Officer
 
 
 
 
By:
/s/ H. Lawrence Webb
 
Name:
H. Lawrence Webb
 
Title:
Chief Executive Officer
 
 
 
 
ADMINISTRATIVE AGENT, SWING LINE LENDER, LC ISSUER AND LENDER:
 
 
 
 
U.S. BANK NATIONAL ASSOCIATION, D/B/A HOUSING CAPITAL COMPANY, as a Lender, Swing Line Lender, LC Issuer and Administrative Agent
 
 
 
 
By:
/s/ Karen Goodbody
 
Name:
Karen Goodbody
 
Title:
Vice President
 
 
 

S-1    


 
LENDER:
 
 
 
 
CITIBANK, N.A.
 
 
 
 
By:
/s/ Robert Kane
 
Name:
Robert Kane
 
Title:
Vice President
 
 
 

S-2    


 
LENDER:
 
 
 
 
JPMORGAN CHASE BANK, N.A.
 
 
 
 
By:
/s/ Nadeige Dang
 
Name:
Nadeige Dang
 
Title:
Vice President
 
 
 

S-3    


 
LENDER:
 
 
 
 
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
 
 
 
 
By:
/s/ Bill O'Daly
 
Name:
Bill O'Daly
 
Title:
Authorized Signatory
 
 
 
 
By:
/s/ Sean MacGregor
 
Name:
Sean MacGregor
 
Title:
Authorized Signatory

 
 
 

S-4    


 
LENDER:
 
 
 
 
BANK OF THE WEST
 
 
 
 
By:
/s/ Jon Tarnow
 
Name:
Jon Tarnow
 
Title:
Vice President
 
 
 
 
By:
/s/ Chuck Weerasooriya
 
Name:
Chuck Weerasooriya

 
Title:
Managing Director
 
 
 

S-5    


GUARANTORS’ CONSENT

The undersigned (collectively, “Guarantor” ) consents to the foregoing Second Modification Agreement and the transactions contemplated thereby and reaffirms its obligations under the Guaranty dated as of June 26, 2014 (as amended, restated or otherwise modified, the “Guaranty” ), and its waivers, as set forth in the Guaranty, of each and every one of the possible defenses to such obligations. Guarantor further reaffirms that its obligations under the Guaranty are separate and distinct from Borrower’s obligations.

Dated as of: May 7, 2015

GUARANTOR:

THE NEW HOME COMPANY SOUTHERN CALIFORNIA LLC, a Delaware limited liability company
 
 
 
 
By:
/s/ Wayne Stelmar
 
Name:
Wayne Stelmar
 
Title:
Chief Financial Officer
 
 
 
 
By:
/s/ Mark Kawanami
 
Name:
Mark Kawanami
 
Title:
Senior Vice President
 
 
 
 

THE NEW HOME COMPANY NORTHERN CALIFORNIA LLC, a Delaware limited liability company
 
 
 
 
By:
/s/ Wayne Stelmar
 
Name:
Wayne Stelmar
 
Title:
Chief Financial Officer
 
 
 
 
By:
/s/ Mark Kawanami
 
Name:
Mark Kawanami
 
Title:
Senior Vice President
 
 
 
 


GC-1    


TNHC LAND COMPANY LLC, a Delaware limited liability company
 
 
 
 
By:
/s/ Wayne Stelmar
 
Name:
Wayne Stelmar
 
Title:
Chief Financial Officer
 
 
 
 
By:
/s/ Mark Kawanami
 
Name:
Mark Kawanami
 
Title:
Senior Vice President
 
 
 
 



GC-2    


SCHEDULE 1
Commitments

Lender:
Commitment:
Percentage:
 
U.S. Bank National Association
d/b/a Housing Capital Company
$80,000,000.00
45.714285710%
 
JPMorgan Chase Bank, N.A.
$25,000,000.00
14.285714290%
 
Citibank, N.A.
$35,000,000.00
20.000000000%
 
Credit Suisse AG, Cayman Islands Branch
$20,000,000.00
11.428571430%
 
Bank of the West
$15,000,000.00
8.571428571%
 
 
 
 
 
TOTAL COMMITMENTS
$175,000,000.00
100.000000000%
 
 
 
 
 


Schedule 1    



EXHIBIT I

FORM OF INCREASING LENDER SUPPLEMENT

INCREASING LENDER SUPPLEMENT, dated as of [__________], 20[__] (this “Supplement” ), by and among each of the signatories hereto, to the Credit Agreement, dated as of June 26, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement” ), among The New Home Company Inc., a Delaware corporation ( “Borrower” ), the Lenders party thereto and U.S. Bank National Association, d/b/a Housing Capital Company, as Administrative Agent (in such capacity, “Administrative Agent” ).
W I T N E S S E T H
WHEREAS, pursuant to Section 2.25 of the Credit Agreement, Borrower has the right, subject to the terms and conditions thereof, to effectuate an increase in the Aggregate Commitment under the Credit Agreement by requesting one or more Lenders to increase the amount of its Commitment;
WHEREAS, Borrower has given notice to the Administrative Agent of its intention to increase the Aggregate Commitment pursuant to such Section 2.25 of the Credit Agreement; and
WHEREAS, pursuant to Section 2.25 of the Credit Agreement, the undersigned Increasing Lender now desires to increase the amount of its Commitment under the Credit Agreement by executing and delivering to the Borrower and the Administrative Agent this Supplement;
NOW, THEREFORE, each of the parties hereto hereby agrees as follows:
1.    The undersigned Increasing Lender agrees, subject to the terms and conditions of the Credit Agreement, that on the date of this Supplement it shall have its Commitment increased by $[__________], thereby making the aggregate amount of its total Commitment equal to $[__________].
2.    The Borrower hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof.
3.    Terms defined in the Credit Agreement shall have their defined meanings when used herein.
4.    This Supplement shall be governed by, and construed in accordance with, the laws of the State of California.
5.    This Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document.

Exhibit I – Page 1



IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.

 
[INSERT NAME OF INCREASING LENDER]


By: ______________________________
   Name:
   Title:

Accepted and agreed to as of the date first written above:

THE NEW HOME COMPANY INC.,
a Delaware corporation


By:______________________________
Name: ___________________________
Title: ____________________________


By:______________________________
Name: ___________________________
Title: ____________________________

Acknowledged as of the date first written above:

U.S. BANK NATIONAL ASSOCIATION,
d/b/a Housing Capital Company,
as Administrative Agent and a Lender


By:______________________________
Name: ___________________________
Title: ____________________________



Exhibit I – Page 2



EXHIBIT J

FORM OF AUGMENTING LENDER SUPPLEMENT

AUGMENTING LENDER SUPPLEMENT, dated as of [__________], 20[__] (this “Supplement” ), to the Credit Agreement, dated as of June 26, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement” ), among The New Home Company Inc., a Delaware corporation ( “Borrower” ), the Lenders party thereto and U.S. Bank National Association, d/b/a Housing Capital Company, as Administrative Agent (in such capacity, “Administrative Agent” ).
W I T N E S S E T H
WHEREAS, the Credit Agreement provides in Section 2.25 thereof that any bank, financial institution or other entity may extend Commitments under the Credit Agreement subject to the approval of Borrower and Administrative Agent, by executing and delivering to Borrower and Administrative Agent a supplement to the Credit Agreement in substantially the form of this Supplement; and
WHEREAS, the undersigned Augmenting Lender was not an original party to the Credit Agreement but now desires to become a party thereto;
NOW, THEREFORE, each of the parties hereto hereby agrees as follows:
1.    The undersigned Augmenting Lender agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the date of this Supplement, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment of $[__________].
2.    The undersigned Augmenting Lender (a) represents and warrants that it is legally authorized to enter into this Supplement and that none of the funds, monies, assets or other consideration being used to fund its Loans are “plan assets” as defined under ERISA and that is rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in

Exhibit J – Page 1



accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.
3.    The undersigned’s address for notices for the purposes of the Credit Agreement is as follows:
[___________]
4.    Borrower hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof.
5.    Terms defined in the Credit Agreement shall have their defined meanings when used herein.
6.    This Supplement shall be governed by, and construed in accordance with, the laws of the State of California.
7.    This Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document.
[remainder of this page intentionally left blank]

Exhibit J – Page 2




IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.

 
[INSERT NAME OF AUGMENTING LENDER]


By: ______________________________
   Name:
   Title:

Accepted and agreed to as of the date first written above:

THE NEW HOME COMPANY INC.,
a Delaware corporation


By:______________________________
Name: ___________________________
Title: ____________________________


By:______________________________
Name: ___________________________
Title: ____________________________

Acknowledged as of the date first written above:

U.S. BANK NATIONAL ASSOCIATION,
d/b/a Housing Capital Company,
as Administrative Agent


By:______________________________
Name: ___________________________
Title: ____________________________
 

Exhibit J – Page 3
Deal CUSIP 64536VAA8
Revolving Facility CUSIP 64536VAB6

THIRD MODIFICATION AGREEMENT
This Third Modification Agreement ( “Agreement” ) is made as of July 22, 2015, by and between THE NEW HOME COMPANY INC., a Delaware corporation ( “Borrower” ), and U.S. BANK NATIONAL ASSOCIATION D/B/A HOUSING CAPITAL COMPANY, in its capacity as Administrative Agent (the “Administrative Agent” ), for the benefit of Lenders under the Credit Agreement described below, LC Issuer, Swing Line Lender and a Lender.
RECITALS
A. Under that certain Credit Agreement dated as of June 26, 2014, by and among Borrower, Administrative Agent and the financial institutions from time to time party thereto (collectively, the “Lenders” ), as modified by that certain Modification Agreement dated as of December 3, 2014 and that certain Second Modification Agreement dated as of May 7, 2015 (collectively, as further amended, restated or otherwise modified, the “Credit Agreement” ) Administrative Agent and the Lenders agreed to make a loan to Borrower (the “Loan” ). Capitalized terms used herein without definition have the meanings ascribed to them in the Credit Agreement.
B.      The Loan is evidenced by that certain promissory notes dated as of May 7, 2015, made by Borrower and payable to the order of a Lender, in the original principal amount of One Hundred Seventy-Five Million and No/100 Dollars ($175,000,000.00) (as amended, restated, supplemented, substituted, or otherwise modified, the “Note” ).
C.      The Note, the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) and any other documents executed in connection with the Loan, including those which evidence, guarantee, secure or modify the Loan, as any or all of them may have been amended to date, are sometimes referred to herein as the “Loan Documents. This Agreement is a Loan Document.
D.      As of the date hereof, the outstanding principal balance of the Loan is $164,923,559.83.
E.      Borrower has requested that Administrative Agent and the Lenders modify the Loan to clarify the types of ordinary course agreements under which a Loan Party may have outstanding Indebtedness. Administrative Agent and the Lenders have agreed to modify the Loan on the terms and conditions set forth herein .
F.      Borrower, Administrative Agent and the Lenders now wish to modify the Loan as set forth below.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, including the mutual covenants herein contained, Borrower and Lender hereby agree to the following terms and conditions:
1. Recitals . The recitals set forth above in the Recitals are true, accurate and correct.





2.      Reaffirmation of Loan . Borrower reaffirms all of its obligations under the Loan Documents, and Borrower acknowledges that it has no claims, offsets or defenses with respect to the payment of sums due under the Credit Agreement, the Note or any other Loan Document.
3.      Modifications of Loan Documents re: Restrictions of Other Indebtedness . Section 6.11(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:
“(i)    Indebtedness incurred in the ordinary course of business with respect to (A) completion guaranties, (B) environmental indemnities, and (C) loan-to-value maintenance agreements and other similar agreements;”
4.      Conditions Precedent . Before this Agreement becomes effective and any party becomes obligated under it, all of the following conditions shall have been satisfied at Borrower’s sole cost and expense in a manner acceptable to Administrative Agent in the exercise of Administrative Agent’s sole judgment:
(a)      Administrative Agent shall have received fully executed and where appropriate, acknowledged originals of this Agreement and the attached Guarantors’ Consent.
(b)      The representations and warranties contained in the Loan Documents and this Agreement are true and correct as of the effective date of this Agreement.
(c)      All payments due and owing to Administrative Agent and the Lenders under the Loan Documents have been paid current as of the effective date of this Agreement.
(d)      Administrative Agent shall have received reimbursement, in immediately available funds, of all costs and expenses incurred by Administrative Agent and the Lenders in connection with this Agreement, including, legal fees and expenses of Administrative Agent’s and Lenders’ counsel.
5.      Representations and Warranties . Borrower represents and warrants to Administrative Agent and the Lenders as follows:
(a)      Loan Documents . All representations and warranties made and given by Borrower in the Loan Documents are true, accurate and correct as of the date of this Agreement.
(b)      No Event of Default . No Event of Default has occurred and is continuing and no event has occurred and is continuing which, with notice or the passage of time or both, would be an Event of Default.
(c)      Borrowing Entity . Borrower is a corporation which is duly organized and validly existing under the laws of the State of Delaware. Except as otherwise disclosed to Administrative Agent in writing prior to the date hereof, there have been no changes in the organization, composition, ownership structure or formation documents of Borrower since the inception of the Loan.

 
2
 
    



6.      Remedies . Upon a default under this Agreement, the Note or any of the other Loan Documents, Lender may enforce all rights and remedies under any applicable law. The rights and remedies specified herein are cumulative and are not exclusive of any rights or remedies which Lender would otherwise have under the Loan Documents or applicable law.
7.      Incorporation . This Agreement shall form a part of each Loan Document, and all references to a given Loan Document shall mean that document as hereby modified.
8.      Effect of this Agreement . The terms and conditions of the Credit Agreement and the other Loan Documents are modified only to the extent specifically set forth herein and on the condition that such modification shall not prejudice any other existing or future rights, remedies, benefits or powers belonging or accruing to Administrative Agent and the Lenders under the terms of the Credit Agreement and the other Loan Documents, as hereby modified.
9.      No Impairment; Reaffirmation and Ratification . Except as set forth herein, the terms of the Note, the Credit Agreement and the other Loan Documents shall remain in full force and effect and apply to this Agreement, and the Note and the other Loan Documents are ratified and affirmed by the parties hereto.
10.      Indemnification . Borrower shall indemnify, defend, protect and hold Administrative Agent and the Lenders (individually and collectively, the “Indemnified Party” ) harmless from and against any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever, including, without limitation, attorneys’ fees and other costs of defense, incurred or accruing by reason of any acts performed by Indemnified Party pursuant to the provisions of this Agreement regardless of whether legal action is commenced in any court, including, without limitation, those arising from the joint, concurrent or comparative negligence of Indemnified Party, except as a result of Indemnified Party’s gross negligence or willful misconduct.
11.      Successors and Assigns . The terms and conditions of this Agreement are binding upon Borrower and its representatives, successors, interests, and assigns, and shall survive the termination of this Agreement, the Note and the other Loan Documents.
12.      Purpose and Effect of Administrative Agent’s and Lenders’ Approval . Administrative Agent’s and/or Lenders’ approval of any matter in connection with the Loan shall be for the sole purpose of protecting Administrative Agent’s and Lenders’ security and rights. Neither the execution and delivery of this Agreement by Administrative Agent or any Lender, nor any approval by Administrative Agent or any Lender of any matter in connection with the Loan shall result in a waiver of any Event of Default. In no event shall Administrative Agent’s or any Lender’s approval be a representation of any kind with regard to the matter being approved.
13.      Integration . The Loan Documents, including this Agreement: (a) integrate all the terms and conditions mentioned in or incidental to the Loan Documents; (b) supersede all oral negotiations and prior and other writings with respect to their subject matter; and (c) are intended by the parties as the final expression of the agreement with respect to the terms and conditions set forth in those documents and as the complete and exclusive statement of the terms agreed to by the

 
3
 
    



parties. If there is any conflict between the terms, conditions and provisions of this Agreement and those of any other agreement or instrument, including any of the other Loan Documents, the terms, conditions and provisions of this Agreement shall prevail.
14.      Authorization . By signing below, each party hereto represents to the other that the individual executing this Agreement on its behalf is the duly appointed signatory of such party and that such individual is authorized to execute this Agreement by or on behalf of such party and to take all action required by the terms of this Agreement.
15.      Miscellaneous . This Agreement may be executed in counterparts, and all counterparts shall constitute but one and the same document. If any court of competent jurisdiction determines any provision of this Agreement or any of the other Loan Documents to be invalid, illegal or unenforceable, that portion shall be deemed severed from the rest, which shall remain in full force and effect as though the invalid, illegal or unenforceable portion had never been a part of the Loan Documents. This Agreement shall be governed by the laws of the State of California, without regard to the choice of law rules of that State. As used herein, the word “include(s)” means “includes(s), without limitation,” and the word “including” means “including, but not limited to.”


[Signatures on the Following Page]


 
4
 
    



IN WITNESS WHEREOF, Borrower, Administrative Agent, Swing Line Lender, LC Issuer and Lenders have executed this Agreement as of the date first above written.

 
BORROWER:
 
 
 
 
THE NEW HOME COMPANY INC., a Delaware corporation
 
 
 
 
By:
/s/ H. Lawrence Webb
 
Name:
H. Lawrence Webb
 
Title:
Chief Executive Officer
 
 
 
 
By:
/s/ Wayne J. Stelmar
 
Name:
Wayne J. Stelmar
 
Title:
Chief Investment Officer
 
 
 
 
ADMINISTRATIVE AGENT, SWING LINE LENDER, LC ISSUER AND LENDER:
 
 
 
 
U.S. BANK NATIONAL ASSOCIATION, D/B/A HOUSING CAPITAL COMPANY, as a Lender, Swing Line Lender, LC Issuer and Administrative Agent
 
 
 
 
By:
/s/ K. Goodbody
 
Name:
K. Goodbody
 
Title:
Vice President
 
 
 



S-1    



 
LENDER:
 
 
 
 
CITIBANK, N.A.
 
 
 
 
By:
/s/ Michael Chlopak
 
Name:
Michael Chlopak
 
Title:
Vice President
 
 
 



S-2    



 
LENDER:
 
 
 
 
JPMORGAN CHASE BANK, N.A.
 
 
 
 
By:
/s/ Nadeige Dang
 
Name:
Nadeige Dang
 
Title:
Vice President
 
 
 



S-3    



 
LENDER:
 
 
 
 
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
 
 
 
 
By:
/s/ Bill O'Daly
 
Name:
Bill O'Daly
 
Title:
Authorized Signatory
 
 
 
 
By:
/s/ Sean MacGregor
 
Name:
Sean MacGregor
 
Title:
Authorized Signatory

 
 
 



S-4    



 
LENDER:
 
 
 
 
BANK OF THE WEST
 
 
 
 
By:
 
 
Name:
 
 
Title:
 
 
 
 
 
By:
 
 
Name:
 
 
Title:
 
 
 
 



S-5    



GUARANTORS’ CONSENT

The undersigned (collectively, “Guarantor” ) consents to the foregoing Third Modification Agreement and the transactions contemplated thereby and reaffirms its obligations under the Guaranty dated as of June 26, 2014 (the “Guaranty” ), and its waivers, as set forth in the Guaranty, of each and every one of the possible defenses to such obligations. Guarantor further reaffirms that its obligations under the Guaranty are separate and distinct from Borrower’s obligations.

Dated as of: July 22, 2015

GUARANTOR:
THE NEW HOME COMPANY SOUTHERN CALIFORNIA LLC, a Delaware limited liability company
 
 
 
 
By:
/s/ Wayne Stelmar
 
Name:
Wayne Stelmar
 
Title:
Chief Investment Officer
 
 
 
 
By:
/s/ John M. Stephens
 
Name:
John M. Stephens
 
Title:
Chief Financial Officer
 
 
 
 

THE NEW HOME COMPANY NORTHERN CALIFORNIA LLC, a Delaware limited liability company
 
 
 
 
By:
/s/ Wayne Stelmar
 
Name:
Wayne Stelmar
 
Title:
Chief Investment Officer
 
 
 
 
By:
/s/ John M. Stephens
 
Name:
John M. Stephens
 
Title:
Chief Financial Officer
 
 
 
 


GC-1    



TNHC LAND COMPANY LLC, a Delaware limited liability company
 
 
 
 
By:
/s/ H. Lawrence Webb
 
Name:
H. Lawrence Webb
 
Title:
Chief Financial Officer
 
 
 
 
By:
/s/ Wayne Stelmar
 
Name:
Wayne Stelmar
 
Title:
Chief Investment Officer
 
 
 
 



GC-2    



EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the “Agreement”) between The New Home Company Inc., a Delaware corporation (the “Company”), and John Stephens (“Executive”) is entered into as of May 29, 2015, effective as of June 26, 2015 (the “Effective Date”). In consideration of the covenants contained herein, the parties agree as follows:
1. Employment . The term of Executive’s employment by the Company under this Agreement will begin on the Effective Date, and will continue until the third anniversary of the Effective Date, unless earlier terminated pursuant to Section 4 hereof; provided, however, that on the third anniversary of the Effective Date and each annual anniversary of such date thereafter, the Agreement shall automatically be extended for one additional year unless either the Company or Executive shall have terminated this automatic extension provision by written notice to the other party at least 180 days prior to the automatic extension date. The term of employment in effect from time to time hereunder is hereinafter called the “Employment Period.” Subject to the terms of this Agreement, Executive’s employment is at will, which means that either Executive or the Company may terminate this relationship with or without Cause or notice.
2. Position and Duties . (a) Position . During the Employment Period, Executive shall serve as the Chief Financial Officer of the Company and shall report to the Chief Executive Officer of the Company (the “CEO”) and have the normal duties, responsibilities and authority of an executive serving in such position, subject to the direction of the CEO and the Board of Directors of the Company (the “Board”). Upon the termination of Executive’s service as Chief Financial Officer for any reason, unless otherwise determined by the CEO or the Board, Executive shall be deemed to have resigned from all other positions held at the Company or any of its subsidiaries or affiliates voluntarily, without any further required action by Executive, as of the cessation of Executive’s services, and Executive, at the request of the CEO or the Board, shall execute any documents deemed in the discretion of the Company to be reasonably necessary to reflect his resignation(s).
(b) Obligations . During the Employment Period, Executive shall devote his full business time and efforts to the business and affairs of the Company and its subsidiaries. Notwithstanding the foregoing, during his employment, Executive may devote reasonable time to the supervision of his personal investments and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and other types of activities, to the extent that such other activities are not competitive with the Company or otherwise conflict with the business of the Company or Executive’s duties hereunder.
(c) No Outside Restrictions . Executive represents and warrants to the Company that (i) he is not a party to or otherwise obligated under any contract with a former employer or with any other person which in any way prohibits him from being employed by the Company or purports to restrict the type of services to be performed or type of information or knowledge to be used by him under this Agreement, and (ii) he is not obligated under any contract or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would


LA\4104371.2



interfere with the use of his best efforts to promote the interests of the Company or that would conflict with the Company’s existing or proposed business known to him.
3. Compensation and Benefits . (a) Base Salary. As compensation for Executive’s performance of Executive’s duties hereunder, Company shall pay to Executive an initial Base Salary of $450,000 per year, payable in accordance with the normal payroll practices of the Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions. The Base Salary shall be reviewed for increases by the Board in good faith, based upon Executive’s performance, not less often than annually. The term “Base Salary” shall refer to the Base Salary as so increased by the Board.
(b) Annual Incentive Compensation . During the Employment Period, Executive shall be eligible to receive an annual cash incentive bonus determined by the Compensation Committee of the Board (the “Committee”) in its sole discretion, as a percentage of Executive’s Base Salary, based upon Executive’s and/or the Company’s achievement of annual performance goals or objectives established by the Committee, in its sole discretion. Notwithstanding the generality of the foregoing, with respect to calendar year 2015, Executive’s target annual bonus shall equal 60% of the Base Salary actually paid to Executive with respect to services performed in calendar year 2015.
(c) Equity-Based Compensation . Subject to approval by the Committee, Executive shall be eligible to be granted equity-based compensation awards on the same terms and conditions as other senior executives of the Company. With respect to calendar year 2015, the Company shall grant to Executive, subject to approval by the Committee, a restricted stock unit award (the “RSU Award”) with respect to a number of shares of common stock having a grant date fair market value equal to $250,000 (rounded down to the nearest whole share). The RSU Award shall vest with respect to one-third of the restricted stock units subject to the RSU Award on each of the first, second and third anniversaries of the Effective Date, subject to Executive’s continued employment with the Company through the applicable vesting date. Consistent with the foregoing, the terms and conditions of the RSU Award, including the applicable vesting and share delivery conditions, shall be set forth in an award agreement to be entered into by the Company and Executive which shall evidence the grant of the RSU Award. The RSU Award shall, subject to the provisions of this Section 3(c), be governed in all respects by the terms of the applicable equity plan and award agreement.
(d) Other Benefits .
(i) Savings and Retirement Plans . Executive shall be entitled to participate in all qualified and non-qualified savings and retirement plans applicable generally to other senior executives of the Company, in accordance with the terms of the plans, as may be amended from time to time.
(ii) Welfare Benefit Plans . Executive and/or his eligible dependents shall be eligible to participate in and shall receive all benefits under the Company’s welfare benefit plans and programs applicable generally to other senior executives of the Company, in accordance with the terms of the plans, as may be amended from time to time.

LA\4104371.2



(iii) Vacation . Executive shall be entitled to paid vacation time consistent with the applicable policies of the Company as in effect from time to time.
(iv) Fringe Benefits . During the Employment Period, Executive shall be entitled to such fringe benefits as may be available generally to other senior executives of the Company.
(v) Business Expenses . Subject to Section 17 of this Agreement, Executive shall be reimbursed for all reasonable travel and other expenses incurred in the performance of Executive’s duties on behalf of the Company.
4. Termination of Employment . (a) The Employment Period shall end upon the first to occur of: (i) the expiration of the term of this Agreement pursuant to Section 1 hereof; (ii) termination of Executive’s employment by the Company on account of Executive’s having become unable (as determined by the Board in good faith) to regularly perform his duties hereunder by reason of illness or incapacity for a period of more than six consecutive months (“Termination for Disability”); (iii) termination of Executive’s employment by the Company for Cause (as defined in Section 4(d) of this Agreement) (“Termination for Cause”); (iv) termination of Executive’s employment by the Company other than a Termination for Disability or a Termination for Cause (“Termination Without Cause”); (v) Executive’s death; (vi) termination of Executive’s employment by Executive for Good Reason (as defined in Section 4(e) of this Agreement) (“Termination for Good Reason”); or (vii) termination of Executive’s employment by Executive for any reason other than Good Reason.
(b) If the Employment Period ends for any reason set forth in Section 4(a), except as otherwise provided in this Section 4, Executive shall cease to have any rights to salary, bonus (if any) or benefits hereunder, other than (i) payment of unpaid Base Salary through and including the date of termination or resignation (which in the case of a termination by the Company shall be paid on the final day of employment, and in the case of a resignation shall be paid within five days after the termination of the employment relationship); (ii) Executive’s business expenses that are reimbursable pursuant to Section 3(d) but have not been reimbursed by the Company as of the date of termination; (iii) Executive’s annual bonus for the fiscal year immediately preceding the fiscal year in which the date of termination occurs, if such bonus has not been paid as of the date of termination; (iv) any accrued vacation pay to the extent not theretofore paid, and (v) any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company (“Accrued Compensation and Benefits”).
(c) If the Employment Period ends on account of Termination Without Cause or Termination for Good Reason, Executive shall receive a severance payment (the “Severance Payment”) in an amount equal to one times the sum of (A) Executive’s Base Salary at the time of termination (or, in the event of a Termination for Good Reason, the Base Salary prior to the event constituting Good Reason if such Base Salary is higher than the Base Salary at the time of termination) plus (B) the highest annual bonus paid to Executive during the three most recently completed years prior to Executive’s termination of employment. Subject to Executive’s valid and timely election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder, if the Employment Period ends on account of death, Termination Without Cause, Termination for Good Reason or

LA\4104371.2



Termination for Disability, the Company shall pay Executive after such termination of employment (or to Executive’s family in the event of his death), on a monthly basis, an amount equal to the monthly amount of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) continuation coverage premium for such month, at the same level and cost to Executive (or Executive’s family in the event of his death) as immediately preceding the date of termination, under the Company group medical plan in which Executive participated immediately preceding the date of termination, less the amount of Executive’s portion of such monthly premium as in effect immediately preceding the date of termination, until the earlier of (A) 12 months after the date of termination; and (B) the date on which Executive and his family have obtained other substantially similar healthcare coverage or become entitled to Medicare coverage; provided , however , that if (x) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, each remaining premium payment under this this sentence shall thereafter be paid to Executive in substantially equal monthly installments over the period specific in subsections (A) and (B) (or the remaining portion thereof). Subject to Section 17 of this Agreement, the Severance Payment shall be paid in a lump sum payment on the sixtieth day following the termination date. As a condition to Executive’s receipt of the post-employment payments and benefits set forth in this Section 4(c), Executive must execute, return, not rescind and comply with a commercially reasonable written release agreement in a form prescribed by the Company (the “Release”).
(d) For purposes of this Agreement, “ Cause ” shall mean the occurrence of any of the following conditions:
(i) any act or omission that constitutes a material breach by Executive of any of his material obligations under this Agreement, after a written demand for substantial performance is delivered to Executive by the Board that specifically identifies the manner in which the Board believes that Executive has materially breached such obligations and Executive’s failure to cure such alleged breach not later than 30 days following his receipt of such notice;
(ii) conviction or plea of guilty or nolo contendere to a charge of commission of a felony or a misdemeanor involving moral turpitude;
(iii) the commission of dishonest, fraudulent or deceptive acts or practices in connection with Executive’s employment that are materially injurious to the Company, monetarily or otherwise; or
(iv) Executive's ongoing willful refusal to follow the proper and lawful directions of the Board after a written demand for substantial performance is delivered to Executive by the Board that specifically identifies the manner in which the Board believes that Executive

LA\4104371.2



has refused to follow its instructions and Executive’s failure to cure such refusal not later than 30 days following his receipt of such notice.
For purposes of this definition, no act, or failure to act, on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board or (B) the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. The cessation of employment of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (excluding Executive, if Executive is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel for Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, the conditions set forth in clauses (i), (ii), (iii) or (iv) above have been satisfied, and specifying the particulars thereof in detail.
(e) For purposes of this Agreement, “ Good Reason ” shall mean any of the following actions, if taken without the express written consent of Executive: (i) a material diminution in Executive’s Base Salary; (ii) a material diminution in Executive’s authority, duties or responsibilities; (iii) requiring Executive to move his principal place of employment outside of Orange County, California; or (iv) a material breach by the Company of this Agreement. Executive’s employment with the Company may be terminated for Good Reason if (i) Executive provides written notice to Company of the occurrence of the Good Reason event (as described above) within 90 days after Executive knows or reasonably should know of the circumstances constituting Good Reason, which notice shall specifically identify the circumstances which Executive believes constitute Good Reason, (ii) Company fails to correct the circumstances constituting “Good Reason” within 30 days after such notice; and (iii) Executive resigns for Good Reason within six months after the date on which Executive knows or reasonably should know of the initial existence of such circumstances.
5. Confidential Information . Executive acknowledges that the information, observations and data obtained by him while employed by the Company pursuant to this Agreement, as well as those obtained by him while employed by the Company or any of its subsidiaries prior to the date of this Agreement, concerning the business or affairs of the Company or any of its subsidiaries (“Confidential Information”) are the property of the Company or such subsidiary. Therefore, Executive agrees that during the Employment Period and thereafter that he shall not disclose to any unauthorized person or use for his own account any Confidential Information without the prior written consent of the Board unless and except to the extent that such Confidential Information becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions to act. Executive shall deliver to the Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, electronic data and software and other documents and

LA\4104371.2



data (and copies thereof) relating to the Confidential Information or the business of the Company or any of its subsidiaries or affiliates which he may then possess or have under his control.
6. Non-Solicitation of Employees . Executive acknowledges and agrees that important factors in the Company’s business and operations are the loyalty and goodwill of its employees, including key employees. Accordingly, during the Employment Period and for a period of two (2) years following the termination of Executive’s employment, Executive agrees he will not, and will not permit his affiliates to, directly or indirectly solicit, encourage, entice, or cause any employee of the Company or any of its parents, subsidiaries, or affiliates (excluding secretarial and clerical employees) to terminate his employment with the Company or, as applicable, any of its parents, subsidiaries, or affiliates. In addition, for a period of one (1) year following the termination of Executive’s employment, Executive agrees he will not, and will not permit his affiliates to, directly or indirectly employ any person who was employed by the Company (or its parents, subsidiaries, or affiliates) (excluding secretarial and clerical employees) at any time during the twelve (12) month period preceding the termination of Executive’s employment.
7. Enforcement . Because the services of Executive are unique and Executive has access to confidential information of the Company, the parties hereto agree that the Company would be damaged irreparably in the event the provisions of Section 5 hereof were not performed in accordance with its terms or were otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach. Therefore, the Company or its successors or assigns shall be entitled, in addition to other rights and remedies existing in their favor, to an injunction or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security).
8. Indemnification and Insurance . The Company shall indemnify Executive to the full extent provided for in its corporate Bylaws and to the maximum extent that the Company indemnifies any of its other directors and senior executive officers, and he will be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and senior executive officers against all costs, charges, liabilities and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its affiliates or his serving or having served any other enterprise, plan or trust as a director, officer, employee or fiduciary at the request of the Company or any of its affiliates (other than any dispute, claim or controversy arising under or relating to this Agreement (except for this Section 8)). The Company will enter into an indemnification agreement with Executive in the standard form that it has or will adopt for the benefit of its other directors and senior executive officers.
9. Survival . Sections 5, 6, 7, 8 and 17 hereof shall survive and continue in full force and effect in accordance with their respective terms, notwithstanding any termination of the Employment Period.
10. Notices . Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or sent by certified mail, return receipt requested, postage prepaid, addressed (a) if to Executive, to his last known address shown on the payroll records of the

LA\4104371.2



Company, and if to the Company, to The New Home Company Inc., 85 Enterprise, Suite 450, Aliso Viejo, California 92656, attention: Chairman of the Compensation Committee of the Board of Directors, with a copy to the Chief Executive Officer of the Company at the same address, or (b) to such other address as either party shall have furnished to the other in accordance with this Section 10.
11. Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
12. Entire Agreement . This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related in any manner to the subject matter hereof.
13. Successors and Assigns . This Agreement shall inure to the benefit of and be enforceable by Executive and his heirs, executors and personal representatives, and the Company and its successors and assigns. Any successor or assignee of the Company shall assume the liabilities of the Company hereunder.
14. Governing Law . This Agreement shall be governed by the internal laws (as opposed to the conflicts of law provisions) of the State of California.
15. Amendment and Waiver . The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.
16. Withholding . All payments and benefits under this Agreement are subject to withholding of all applicable taxes.
17. Code Section 409A . This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts

LA\4104371.2



payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.
Signature Page to Follow








LA\4104371.2




IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 
 
The New Home Company Inc.
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ H. Lawrence Webb
 
 
Name:
H. Lawrence Webb
 
 
 
Title:
Chief Executive Officer
 
 
 
 
 

EXECUTIVE
 
 
 
 
 
 
 
 
 
/s/ John Stephens
 
 
 
 
John Stephens
 
 
 
 







LA\4104371.2


AMENDMENT TO
EMPLOYMENT AGREEMENT


THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “ Amendment ”), is entered into as of May 29, 2015, by and between The New Home Company Inc., a Delaware corporation (the “ Company ”) and Wayne Stelmar (“ Executive ”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).

WHEREAS, the Company and Executive have entered into that certain Employment Agreement, dated as of January 30, 2014 (the “ Employment Agreement ”) which sets forth the terms and conditions of Executive’s employment by the Company; and

WHEREAS, in connection with Executive’s change in position with the Company, the Company and Executive desire to amend the Employment Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company and Executive hereby amend the Employment Agreement as follows, effective as June 26, 2015:

1.    Each of the first two sentences of Section 2(a) of the Employment Agreement is hereby amended by deleting each reference to the phrase “Chief Financial Officer” and replacing such reference with the phrase “Chief Investment Officer”.

2.    Section 2(a) of the Employment Agreement is hereby amended by adding the following language to the end of such Section:

“Notwithstanding anything to the contrary contained herein, Executive acknowledges and agrees that none of (i) Executive’s appointment and/or service as Chief Investment Officer, (ii) any action by the Company causing Executive to cease to serve as Chief Financial Officer, or (iii) any action taken by the Company in connection with any of the foregoing (including the appointment of a new Chief Financial Officer of the Company) shall constitute a breach of this Agreement, or constitute Good Reason or a termination of Executive’s employment without Cause for purposes of this Agreement or any other agreement between Executive and the Company or its subsidiaries or affiliates, and Executive hereby consents to such actions.”

3.    This Amendment shall be and is hereby incorporated in and forms a part of the Employment Agreement.

4.     Except as amended and set forth herein, the Employment Agreement shall continue in full force and effect.









[SIGNATURE PAGE FOLLOWS]
    







IN WITNESS WHEREOF, this Amendment has been executed and delivered by the parties hereto.

 
 
THE NEW HOME COMPANY INC.,
 
 
a Delaware corporation
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ H. Lawrence Webb
 
 
 
Name: H. Lawrence Webb
 
 
 
Title: Chief Executive Officer



 
 
"EXECUTIVE"
 
 
 
 
 
 
 
 
 
 
/s/ Wayne Stelmar
 
 
Wayne Stelmar
 
 
 
 






RESTATED CONSULTING AGREEMENT
THIS RESTATED CONSULTING AGREEMENT (the “ Agreement ”) is made and entered into as of June 18, 2015 by and among The New Home Company Inc. (the “ Company ”), Mendocino Group, Inc. (“ Consultant ”) and solely with respect to Sections 1, 3(b), 4, 6(c), 7 - 12, 14, 15 and 17 hereof, Joseph Davis (“ Davis ”).
RECITALS
A.    Davis currently serves as Chief Investment Officer of the Company pursuant to that certain employment agreement with the Company, dated January 30, 2014 (the “ Employment Agreement ”).
B.    Davis desires to retire, and the Company and Davis mutually desire to transition Davis’ role with the Company from that of Chief Investment Officer of the Company to that of a non-employee consultant to the Company, effective as of June 26, 2015 (the “ Transition Date ”).
C.    Davis and the Company mutually desire that, effective as of the Transition Date, (i) the Employment Agreement will terminate, this Agreement will supersede and replace the Employment Agreement in its entirety, except in each case with respect to Sections 5, 6, 7, 8 and 17 of the Employment Agreement, which shall survive the termination of the Employment Agreement and shall continue in effect and (ii) Davis will cease to be an employee of the Company and will thereupon become an independent contractor of the Company performing consulting services.
D.    Consultant desires to perform such services on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Consultant hereby agree as follows:
1. Resignation; Accrued Compensation . Davis hereby (a) resigns from his position as Chief Investment Officer of the Company and from all other offices held with the Company and/or its affiliates, and (b) terminates his employment with all such entities, in each case, effective as of the Transition Date. The Company and Davis acknowledge and agree that the termination of Davis’ employment as of the Transition Date shall constitute a termination of employment by Davis “without Good Reason” pursuant to Section 4 of the Employment Agreement and that, without limiting any other provision, Davis shall not be entitled to receive any payments, benefits or accelerated vesting pursuant to Section 4(c) of the Employment Agreement. As of the Transition Date, the Employment Agreement shall terminate and shall be of no further force and effect, and neither the Company nor Davis shall have any further obligations pursuant thereto; provided , however , that Sections 5, 6, 7, 8 and 17 of the Employment Agreement shall survive the termination of the Employment Agreement and shall continue in effect. Upon the Transition Date, the Company shall pay to Davis the sum of (i) all accrued but unpaid salary through the Transition Date, (ii) all accrued, but unused vacation and other paid-time-off (if any) and (iii) all reasonable business expenses reimbursable in accordance with Section 3(d)(v) of the Employment Agreement (to the extent such expenses are submitted prior to the Transition Date), in each case subject to any applicable withholding.
2. Term . The term of this Agreement shall be for a period commencing as of the Transition Date and ending on the first anniversary thereof (the “ Initial Termination Date ”) and shall include


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any extensions from the Initial Termination Date pursuant to the following sentences of this Section 2 (collectively, the “ Consulting Period ”). If not previously terminated, the Consulting Period may be extended for one additional year on the Initial Termination Date and on each subsequent anniversary of the Initial Termination Date, in each case, if mutually consented to by the parties. Notwithstanding the foregoing, either party hereto may terminate the Consulting Period and Consultant’s services hereunder at any time, for any reason or no reason.
3. Services .
(a)    During the Consulting Period, Consultant shall provide consulting services with regard to the business and operations of the Company, its subsidiaries and its affiliates as requested by the Company’s Chief Executive Officer, and may include all or some of the services set forth on Exhibit A attached hereto (collectively, the “ Services ”).
(b)    Consultant shall devote such time as is necessary for the proper performance of the Services, but is expected to devote approximately, but no more than, 40 hours per month during the Consulting Period.
4. Compensation for Services . Subject to and conditioned upon Consultant’s execution and delivery to the Company of an effective release of claims in substantially the form attached hereto as Exhibit B (the “ Release ”) within 21 days following the Transition Date and non-revocation of such Release during any applicable revocation period:
(a)    During the Consulting Period, the Company shall pay Consultant a fee (the “ Consulting Fee ”) of $10,000 per month. The monthly Consulting Fee shall be paid to Consultant in arrears on each monthly anniversary of the Transition Date during the Consulting Period (beginning on the first monthly anniversary of the Transition Date). Notwithstanding the foregoing, in no event shall any portion of the Consulting Fee be paid to Consultant prior to the expiration of any revocation period applicable under the Release (and any amounts that would otherwise be paid prior to such expiration shall instead be paid on the next monthly payment date).
(b)    During the period commencing on the Transition Date and ending on the earlier of (i) the termination of the Consulting Period, (ii) the 36-month anniversary of the Transition Date and (iii) the date on which Consultant becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility Davis hereby agrees to give prompt notice to the Company) (in any case, the “ COBRA Period ”), subject to Davis’ valid and timely election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended and the regulations thereunder and/or an applicable state law of similar effect (e.g., Cal-COBRA), the Company shall continue to provide Davis and Davis’ eligible dependents with coverage under its group health plans, at the same levels and the same cost to Davis as would have applied if Davis’ employment had not been terminated, based on Davis’ elections in effect immediately prior to the Transition Date, provided , however , that if (x) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A (as defined below) under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover Davis under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, each remaining premium payment under this Section 4(b) shall thereafter be paid to Davis in substantially equal monthly installments over the COBRA Period (or the remaining portion thereof).


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(c)    To the extent each Company restricted stock unit and Company stock option granted to Davis prior to the Transition Date that remains outstanding as of the Effective Date (each, a “ Pre-Consulting Equity Award ”) remains unvested as of the Transition Date, such Pre-Consulting Equity Award shall, during the Consulting Period, remain outstanding and, as applicable, continue to vest (and, in the case of stock options, become exercisable) in accordance with its terms starting on the Transition Date (based on Davis’ continued provision of Services thereafter rather than continued employment).
5. Expenses . During the Consulting Period, the Company shall reimburse Consultant for reasonable expenses in accordance with the Company’s substantiation and reimbursement policies applicable to non-employee directors, as in effect from time to time.
6. Termination of Consultancy . Either the Company or Consultant may terminate the Consulting Period and Consultant’s Services hereunder at any time, for any reason, upon written notice to the other party, subject to the following requirements upon termination.
(a) Termination Without Cause . If the Company terminates the Consulting Period and Consultant’s Services hereunder without Cause (as defined below), then, subject to Consultant’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company (and notwithstanding anything in Section 4 hereof to the contrary), (i) each Pre-Consulting Equity Award shall vest in full (to the extent then-unvested) immediately prior to any such termination and, if applicable, shall remain exercisable for three months following the termination date (but in no event beyond the maximum term of the applicable stock option), (ii) the Company shall pay Consultant the remaining Consulting Fee that would have been payable for the remainder of the then-applicable Consulting Period, in a single lump-sum payable on the 30th day following the termination date and (iii) the continuation benefits contemplated by Section 4(b) hereof shall continue in accordance with the provisions thereof (with the Consulting Period ending on the expiration of the then-applicable Consulting Period), provided , however , that the accelerated vesting and payment continuation contemplated by this Section 6(a) shall not occur or begin, as applicable, until any revocation period applicable under the Release has expired and, if the consideration and revocation periods span two calendar years, all such vesting and payments shall occur in the latter calendar year. For the avoidance of doubt, upon a termination of the Consulting Period and Consultant’s Services hereunder by the Company without Cause, any Pre-Consulting Equity Award shall remain outstanding and eligible to vest during any Release consideration and revocation period.
(b) Non-Extension of Consulting Agreement . If the Company terminates the Consulting Period and Consultant’s Services hereunder upon expiration of the Consulting Period on the Initial Termination Date, then each Pre-Consulting Equity Award shall vest in full (to the extent then-unvested) on the Initial Termination Date and, if applicable, shall remain exercisable for three months following the termination date (but in no event beyond the maximum term of the applicable stock option).
(c) Any Termination . If the Consulting Period and the Consultant’s Services hereunder are terminated for any reason, (i) the Company shall pay to Consultant any portion of the Consulting Fee that has been earned but unpaid through such date of termination and (ii) upon a termination for any reason other than for Cause, any outstanding Company stock options held by Davis shall remain exercisable for three months following the termination date, but in no event beyond the maximum term of such stock option. In addition, if the Consulting Period and the Consultant’s Services hereunder are terminated for any reason not described in Section 6(a) hereof, Consultant shall immediately forfeit (i) all Consulting Fees payable with respect to periods of service following such termination date, and (ii) subject to Section 6(b) hereof, any and all then-unvested Company equity awards held by Davis.


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LA\4122070.3



(d) Return of Property . Upon the termination of the Consulting Period and Consultant’s Services hereunder for any reason, Consultant agrees to return to the Company all documents of the Company and its affiliates (and all copies thereof) and all other Company or Company affiliate property that Consultant has in its possession, custody or control. Such property includes, without limitation: (i) any materials of any kind that Consultant knows contain or embody any proprietary or confidential information of the Company or an affiliate of the Company (and all reproductions thereof), (ii) computers (including, but not limited to, laptop computers, desktop computers and similar devices) and other portable electronic devices (including, but not limited to, tablet computers), cellular phones/smartphones, credit cards, phone cards, entry cards, identification badges and keys, and (iii) any correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the customers, business plans, marketing strategies, products and/or processes of the Company or any of its affiliates and any information received from the Company or any of its affiliates regarding third parties.
(e) Exclusivity of Benefits . Except as expressly provided in this Agreement, the Company shall have no further obligations to Consultant upon termination of the Consulting Period and Consultant’s Services hereunder.
(f) Definition of “Cause” . For purposes of this Agreement, “ Cause ” shall have the same meaning set forth in the Employment Agreement.
7. Confidentiality; Non-Solicitation; Non-Competition . The parties acknowledge and agree that Davis previously made certain representations with respect to confidential information and non-solicitation, each as set forth in Sections 5 and 6 of the Employment Agreement, and Davis hereby acknowledges and agrees that such provisions shall remain in full force and effect in accordance with their terms and that Davis shall be bound by their terms and conditions. In addition, during the Consulting Period, neither Consultant nor Davis shall be engaged in any other business activity which would interfere with the performance of duties hereunder or be competitive with the business of the Company.  The foregoing restrictions shall not be construed as preventing Consultant or Davis from making passive investments in other businesses or enterprises; provided , however , that such other investments will not require services on the part of Consultant or Davis which would in any manner impair the performance of its or his duties under this Agreement, and provided further that such other businesses or enterprises are not engaged in any business competitive to the business of the Company.
8. Cooperation . In addition to the Services (and without further compensation), Davis agrees that, following the Transition Date, Davis will use commercially reasonable efforts to cooperate with the Company, to the extent reasonably requested by the Company, to consult, advise and provide relevant input with respect to any internal investigation or administrative, regulatory or judicial proceeding involving matters that were within the scope of Davis’ duties and responsibilities to the Company and its affiliates during employment with the Company.
9. Non-Disparagement . Each of Consultant and Davis agrees not to disparage the Company, any affiliate of the Company and/or any officers, directors, employees, shareholders and/or agents of the Company or any affiliate of the Company in any manner intended or reasonably likely to be harmful to them or their business, business reputation or personal reputation. The Company shall ensure that its directors and executive officers do not disparage Consultant or Davis in any manner intended or reasonably likely to be harmful to Consultant’s or Davis’ business or personal reputation.


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LA\4122070.3



10. Representations .
(a)    Consultant represents and warrants that Consultant has no outstanding agreement, relationship or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant from performing hereunder or complying with the provisions hereof, and further agrees that Consultant will not enter into any such conflicting agreement or relationship during the Consulting Period. Consultant agrees to comply with any insider trading policy, ethics policy and business conduct policy of the Company during the term of this Agreement. Consultant agrees to not use information received by Consultant during the term of this Agreement for personal gain or take advantage of any business opportunities that arise as a result of this Agreement that might be of interest to the Company. Davis agrees that if Davis makes any “reportable transactions” under Section 16 of the Exchange Act of 1934, as amended, Consultant shall immediately notify the Company of such transactions.
(b)    Consultant hereby acknowledges (i) that Consultant has consulted with or has had the opportunity to consult with independent counsel of Consultant’s own choice concerning this Agreement, and has been advised to do so by the Company, and (ii) that Consultant has read and understands this Agreement, is fully aware of its legal effect, and has entered into it freely based on Consultant’s own judgment.
11. Independent Contractor . Consultant expressly acknowledges and agrees that, as of the Transition Date, Consultant is solely an independent contractor and shall not be construed to be an employee of the Company in any matter under any circumstances or for any purposes whatsoever. Except as expressly contemplated by this Agreement, the Company shall not be obligated to (a) pay on the account of Consultant any unemployment tax or other taxes required under the law to be paid with respect to employees, (b) withhold any monies from the fees of Consultant for income tax purposes or (c) provide Consultant with any benefits, including without limitation health, welfare, pension, retirement, or any kind of insurance benefits, including workers’ compensation insurance (except as expressly provided above with respect to COBRA continuation benefits). Notwithstanding the foregoing, any amounts payable to the Davis in respect of his service as an employee of the Company prior to the Transition Date shall be subject to withholding in accordance with applicable law. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement, and to pay any applicable income, self-employment and other taxes thereon. Consultant and the Company hereby acknowledge and agree that this Agreement does not impose any obligation on the Company to offer employment or membership on the Company’s Board of Directors to Consultant at any time.
12. Assignment . This Agreement and the rights and duties hereunder are personal to Consultant and Davis and shall not be assigned, delegated, transferred, pledged or sold by either Consultant or Davis without the prior written consent of the Company. Each of Consultant and Davis hereby acknowledges and agrees that the Company may assign, delegate, transfer, pledge or sell this Agreement and the rights and duties hereunder (a) to an affiliate of the Company or (b) to any third party (i) that acquires all or substantially all of the assets of the Company or (ii) that is the surviving or acquiring corporation in connection with a merger, consolidation or other acquisition involving the Company. This Agreement shall inure to the benefit of and be enforceable by the parties hereto, and their respective heirs, personal representatives, successors and assigns.
13. Notices . All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:


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LA\4122070.3



If to Consultant or Davis : at Consultant’s most recent address on the records of the Company.
If to the Company :
The New Home Company Inc.
85 Enterprise, Suite 450
Aliso Viejo, CA 92656
Attn: Chief Financial Officer

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.
14. Section 409A . To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Internal Revenue Code and Department of Treasury regulations and other interpretive guidance issued thereunder (“ Section 409A ”). Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company shall work in good faith with Consultant and/or Davis to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, including without limitation, actions intended to (a) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (b) comply with the requirements of Section 409A; provided , however , that this Section 14 shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A.
15. Survival . Section 7 (Confidentiality; Non-Solicitation), Section 8 (Cooperation), Section 9 (Non-Disparagement) and Section 11 (Independent Contractor) hereof shall survive any termination of this Agreement and shall continue in effect.
16. Governing Law . Any dispute, controversy, or claim of whatever nature arising out of or relating to this Agreement or breach thereof shall be governed by and interpreted under the laws of the State of California, without regard to conflict of law principles.
17. Entire Agreement; Counterparts . As of the date first set forth above, this Agreement amends and restates that certain Consulting Agreement entered into on May 29, 2015 by and between the Company and Davis. Effective as of the Transition Date, this Agreement, together with the Release and any applicable equity award agreements, constitutes the complete and final agreement of the parties and supersede any prior agreements between them, whether written or oral, with respect to the subject matter hereof. To the extent that any provision of this Agreement is inconsistent with the terms and conditions of any stock option or restricted stock unit agreement between Davis and the Company, this Agreement shall constitute an amendment thereto. Without limiting the generality of the foregoing, Davis hereby agrees that as of the Transition Date, the Employment Agreement is hereby terminated and shall be of no further force or effect, except for Sections 5, 6, 7, 8 and 17 thereof, which shall survive such termination. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto. This Agreement may be executed in several counterparts,


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LA\4122070.3



each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.
18. Severability . The invalidity or unenforceability of any provision of this Agreement, or any terms thereof, shall not affect the validity of this Agreement as a whole, which shall at all times remain in full force and effect.

[ SIGNATURE PAGE FOLLOWS ]



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IN WITNESS WHEREOF, each of Consultant and Davis has hereunto set Consultant’s hand and Davis’ hand, and the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.


 
 
THE NEW HOME COMPANY INC.,
 
 
a Delaware corporation
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ H. Lawrence Webb
 
 
 
Name: H. Lawrence Webb
 
 
 
Title: Chief Executive Officer



 
 
"CONSULTANT"
 
 
 
 
 
 
 
 
 
 
/s/ Joseph Davis
 
 
Mendocino Group, Inc.
 
 
 
 


 
 
"DAVIS"
 
 
with respect to Sections 1, 3(b), 4, 6(c), 7- 12
 
 
14, 15 and 17
 
 
 
 
 
 
 
/s/ Joseph Davis
 
 
 
 
 




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LA\4122070.3



EXHIBIT A

POTENTIAL CONSULTING SERVICES

Participation in identified partnership meetings, as requested
Attendance at Board of Directors meetings, as requested
Consultation regarding planning and design of master planned communities
Consultation regarding land/project acquisitions
Mentoring of identified Company staff
Participation in identified meetings with Company staff, consultants, land sellers, investors, and others as requested
Interface with The Irvine Company
Consultation and participation with other Company matters as identified by the Company’ Chief Executive Officer



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EXHIBIT B
GENERAL RELEASE
For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “ Releasees ” hereunder, consisting of The New Home Company, Inc., a Delaware corporation and each of its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “ Claims ”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof.  The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this Release shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under any agreement between the undersigned and the Company evidencing outstanding stock options or restricted stock unit awards in the Company held by the undersigned, (ii) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (iii) to indemnification and/or advancement of expenses pursuant to the Employment Agreement, dated as of January 30, 2014, between The New Home Company Inc. and the undersigned or (iv) to bring to the attention of the Equal Employment Opportunity or California Department of Fair Employment and Housing claims of discrimination, harassment or retaliation; provided, however, that the undersigned does release the undersigned’s right to secure damages for any alleged discriminatory, harassing or retaliatory treatment.
THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:


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(A)    HE HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE;
(B)    HE HAS TWENTY-ONE (21) DAYS TO CONSIDER THIS RELEASE BEFORE SIGNING IT; AND
(C)    HE HAS SEVEN (7) DAYS AFTER SIGNING THIS RELEASE TO REVOKE THIS RELEASE, AND THIS RELEASE WILL BECOME EFFECTIVE UPON THE EXPIRATION OF THAT REVOCATION PERIOD.
The undersigned represents and warrants that there has been no assignment or other transfer of any interest in any Claim which he may have against Releasees, or any of them, and the undersigned agrees to indemnify and hold Releasees, and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees, or any of them, as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer.  It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against the undersigned under this indemnity.
The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against Releasees, or any of them, any of the Claims released hereunder, then the undersigned agrees to pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all attorneys’ fees incurred by Releasees in defending or otherwise responding to said suit or Claim.
The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by the Releasees, or any of them, who have consistently taken the position that they have no liability whatsoever to the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Release this ____ day of ___________, 2015.
 
 
 
 
 
 
Joseph Davis
 
 
 



B-2






LA\4122070.3
Exhibit 31.1
Section 302 CERTIFICATION
I, H. Lawrence Webb, certify that:
 
(1)
I have reviewed this quarterly report on Form 10-Q of The New Home Company Inc.;
(2)
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b.
[paragraph omitted in accordance with Exchange Act Rule 13a-14(a)];
 
 
c.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5)
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
 
 
 
Date:
August 6, 2015
 
/s/ H. Lawrence Webb
 
 
 
H. Lawrence Webb
 
 
 
Chief Executive Officer and Chairman of the Board (Principal Executive Officer)




Section 302 CERTIFICATION
I, John M. Stephens, certify that:
 
(1)
I have reviewed this quarterly report on Form 10-Q of The New Home Company Inc.;
(2)
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b.
[paragraph omitted in accordance with Exchange Act Rule 13a-14(a)];
 
 
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
 
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5)
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
 
 
 
Date:
August 6, 2015
 
/s/ John M. Stephens
 
 
 
John M. Stephens
 
 
 
Chief Financial Officer and Secretary (Principal Financial Officer)



Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Report of The New Home Company Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, H. Lawrence Webb, Chief Executive Officer of the Company and Chairman of the Board, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
 
 
1.
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
 
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
 
 
 
Date:
August 6, 2015
 
/s/ H. Lawrence Webb
 
 
 
H. Lawrence Webb
 
 
 
Chief Executive Officer and Chairman of the Board (Principal Executive Officer)


Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Report of The New Home Company Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John M. Stephens, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
 
 
1.
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
 
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
 
 
 
Date:
August 6, 2015
 
/s/ John M. Stephens
 
 
 
John M. Stephens
 
 
 
Chief Financial Officer and Secretary (Principal Financial Officer)