|
FORM 10-K
|
|
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Commission File Number 001-36283
|
|
|
|
|
Delaware
|
|
27-0560089
|
(State or other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
|
New York Stock Exchange
|
|
|
|
Large accelerated filer
|
¨
|
Non-accelerated filer (Do not check if smaller reporting company)
|
¨
|
Accelerated filer
|
ý
|
Smaller reporting company
|
¨
|
|
|
|
|
|
|
Emerging growth company
|
ý
|
|
|
|
Page
Number
|
Part I
|
||
|
|
|
Item 1
|
||
Item 1A
|
||
Item 1B
|
||
Item 2
|
||
Item 3
|
||
Item 4
|
||
|
||
Part II
|
||
|
|
|
Item 5
|
||
Item 6
|
||
Item 7
|
||
Item 7A
|
||
Item 8
|
||
Item 9
|
||
Item 9A
|
||
Item 9B
|
||
|
||
Part III
|
||
|
|
|
Item 10
|
||
Item 11
|
||
Item 12
|
||
Item 13
|
||
Item 14
|
||
|
||
Part IV
|
||
|
|
|
Item 15
|
||
Item 16
|
Form 10-K Summary (Not Applicable)
|
—
|
|
Item 1.
|
Business
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
|
2017
|
|
% of Total Revenues
|
|
2016
|
|
% of Total Revenues
|
|
2015
|
|
% of Total Revenues
|
|||||||||
Homebuilding
|
$
|
560,842
|
|
|
75
|
%
|
|
$
|
507,949
|
|
|
73
|
%
|
|
$
|
280,209
|
|
|
65
|
%
|
Fee building
|
190,324
|
|
|
25
|
%
|
|
186,507
|
|
|
27
|
%
|
|
149,890
|
|
|
35
|
%
|
|||
Total revenues
|
$
|
751,166
|
|
|
100
|
%
|
|
$
|
694,456
|
|
|
100
|
%
|
|
$
|
430,099
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|||||||||||||||||||
|
|
|
Change
|
|
|
|
Change
|
|
|
|||||||||||
|
2017
|
|
Amount
|
|
%
|
|
2016
|
|
Amount
|
|
%
|
|
2015
|
|||||||
Lots Owned
|
946
|
|
|
356
|
|
|
60
|
%
|
|
590
|
|
|
178
|
|
|
43
|
%
|
|
412
|
|
Lots Controlled
(1)
|
1,806
|
|
|
820
|
|
|
83
|
%
|
|
986
|
|
|
80
|
|
|
9
|
%
|
|
906
|
|
Lots Owned and Controlled - Wholly Owned
|
2,752
|
|
|
1,176
|
|
|
75
|
%
|
|
1,576
|
|
|
258
|
|
|
20
|
%
|
|
1,318
|
|
Fee Building
(2)
|
920
|
|
|
(15
|
)
|
|
(2
|
)%
|
|
935
|
|
|
(487
|
)
|
|
(34
|
)%
|
|
1,422
|
|
Total Lots Owned and Controlled
|
3,672
|
|
|
1,161
|
|
|
46
|
%
|
|
2,511
|
|
|
(229
|
)
|
|
(8
|
)%
|
|
2,740
|
|
|
(1)
|
Includes lots that we control pursuant to option contracts, purchase contracts or 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)
|
Lots owned by third party property owners for which we perform general contracting services.
|
•
|
review of the status of entitlements and other governmental processing, including title reviews;
|
•
|
identification of target buyer and appropriate housing product;
|
•
|
determination of land plan to accommodate desired housing product;
|
•
|
completion of environmental reviews and third-party market studies;
|
•
|
preparation of detailed budgets for all cost categories;
|
•
|
completion of due diligence on the land parcel prior to committing to the acquisition;
|
•
|
utilization of options, joint ventures and other land acquisition arrangements, if appropriate and available;
|
•
|
limitation on the size of an acquisition relative to the Company's pro forma capitalization; and
|
•
|
centralized acquisition procedure through a tiered internal management committee, Executive Committee and full Board approval process.
|
Item 1A.
|
Risk Factors
|
•
|
difficulties in assimilating the operations and personnel of acquired companies or businesses;
|
•
|
potential loss of key employees of the acquired companies or business;
|
•
|
diversion of our management’s attention from ongoing business concerns;
|
•
|
our potential inability to maximize our financial and strategic position through the successful expansion or acquisition;
|
•
|
impairment of existing relationships with employees, contractors, suppliers and customers as a result of the integration of new management personnel and cost-saving initiatives; and
|
•
|
risks associated with entering markets in which we have limited or no direct experience.
|
•
|
our ability to obtain additional financing as needed for working capital, land acquisition costs, building costs, other capital expenditures, or general corporate purposes, or to refinance existing indebtedness before its scheduled maturity, may be limited;
|
•
|
our debt may increase our vulnerability to adverse economic and industry conditions with no assurance that investment yields will increase with higher financing costs;
|
•
|
we would be required to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing funds available for other purposes such as land and lot acquisition, development and construction activities;
|
•
|
our cash flow from operations may be insufficient to make required payments of principal of and interest on the debt, which would likely result in acceleration of the maturity of such debt;
|
•
|
we may be put at a competitive disadvantage and reduce our flexibility in planning for, or responding to, changing conditions in our industry, including increased competition; and
|
•
|
the terms of any refinancing may not be as favorable as the terms of the debt being refinanced.
|
•
|
Control and Partner Dispute Risk
. We do not have exclusive control over the development, financing, management and other aspects of the project or joint venture, which may prevent us from taking actions that are in our best interest but opposed by our partners. We cannot exercise sole decision-making authority regarding the project or joint venture, which could create the potential risk of creating impasses on decisions, such as acquisitions or sales. Disputes between us and our partners may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and efforts on our business and could result in subjecting the projects owned by the
|
•
|
Covenant Compliance Risk.
Our revolving credit facility prohibits us from making investments in and advances to joint ventures when we are unable to meet certain financial covenants. In addition, the Indenture governing the Notes limits our ability to make investments in joint ventures or give guarantees of joint venture indebtedness when our aggregate investments in joint ventures exceeds 15% of our consolidated tangible assets (before the operation of general baskets and other exceptions). If we become unable to fund our joint venture obligations this could result in, among other things, our default under our joint venture operating agreements, loan agreements, and credit enhancements.
And, our failure to satisfy our joint venture obligations could also affect our joint venture's ability to carry out its operations or strategy which could impair the value of our investment in the joint venture.
|
•
|
Development Risk.
Typically, we serve as the administrative member, managing member, or general partner of our joint ventures and one of our subsidiaries acts as the general contractor while our joint venture partner serves as the capital provider. Due to our respective role in these joint ventures, we may become liable for obligations beyond our proportionate equity share. In addition, the projects we build through joint ventures are often larger and have a longer time horizon than the typical project developed by our wholly owned homebuilding operations. Time delays associated with obtaining entitlements, unforeseen development issues, unanticipated labor and material cost increases, higher carrying costs, and general market deterioration and other changes are more likely to impact larger, long-term projects, all of which may negatively impact the profitability and capital needs of these ventures and our proportionate share of income and capital.
|
•
|
Financing Risk
. There are generally a limited number of sources willing to provide acquisition, development and construction financing to land development and homebuilding joint ventures. During difficult market conditions, it may be difficult or impossible to obtain financing for our joint ventures on commercially reasonable terms, or to refinance existing joint venture borrowings as such borrowings mature. In addition, a partner may fail to fund its share of required capital contributions or may become bankrupt, which may cause us and any other remaining partners to fulfill the obligations of the venture in order to preserve our interests and retain any benefits from the joint venture. As a result, we could be required, or elect, to contribute our corporate funds to the joint venture to finance acquisition and development and/or construction costs following termination or step-down of joint venture financing that the joint venture is unable to restructure, extend, or refinance with another third party lender. In addition, our ability to contribute our funds to or for the joint venture may be limited if we do not meet the credit facility conditions discussed above. In addition, we sometimes finance projects in our unconsolidated joint ventures with debt that is secured by the underlying real property. Secured indebtedness increases the risk of the joint venture’s loss of ownership of the property (which would, in turn, impair the value of our ownership interests in the joint venture). See Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Off-Balance Sheet Arrangements and Contractual Obligations"
|
•
|
Contribution Risk
. Under credit enhancements that we typically provide with respect to joint venture borrowings, we and our partners could be required to make additional unanticipated investments in and advances to these joint ventures, either in the form of capital contributions or loan repayments, to reduce such outstanding borrowings. We may have to make additional contributions that exceed our proportional share of capital if our partners fail to contribute any or all of their share. While in most instances we would be able to exercise remedies available under the applicable joint venture documentation if a partner fails to contribute its proportional share of capital, our partner's financial condition may preclude any meaningful cash recovery on the obligation. See Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Off-Balance Sheet Arrangements and Contractual Obligations" and Note 11 to the Consolidated Financial Statements for more information on LTV maintenance agreements and completion guaranties.
|
•
|
Completion Risk.
We often sign a completion agreement in connection with obtaining financing for our joint ventures. Under such agreements, we may be compelled to complete a project, usually with costs within the budget related to the project being funded by the lender with any budget shortfalls being borne by us, even if we no longer have an economic interest in the joint venture or the joint venture no longer has an interest in the property.
|
•
|
Illiquid Investment Risk.
We lack a controlling interest in our joint ventures and therefore are generally unable to compel our joint ventures to sell assets, return invested capital, require additional capital contributions or take any other action without the vote of at least one or more of our venture partners. This means that, absent partner agreement, we may not be able to liquidate our joint venture investments to generate cash.
|
•
|
Consolidation Risk.
The accounting rules for joint ventures are complex and the decision as to whether it is proper to consolidate a joint venture onto our balance sheet is fact intensive. If the facts concerning an unconsolidated joint
|
•
|
incur or guarantee additional indebtedness or issue certain equity interests;
|
•
|
pay dividends or distributions, repurchase equity or prepay subordinated debt;
|
•
|
make certain investments;
|
•
|
sell assets;
|
•
|
incur liens;
|
•
|
create certain restrictions on the ability of restricted subsidiaries to transfer assets;
|
•
|
enter into transactions with affiliates;
|
•
|
create unrestricted subsidiaries; and
|
•
|
consolidate, merge or sell all or substantially all of our assets.
|
•
|
limited in how we conduct our business;
|
•
|
unable to raise additional debt or equity financing to operate during general economic or business downturns; or
|
•
|
unable to compete effectively or to take advantage of new business opportunities. These restrictions may affect our ability to grow in accordance with our plans.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
High
|
|
Low
|
Fiscal Year 2017
|
|
|
|
First Quarter
|
$11.93
|
|
$10.07
|
Second Quarter
|
$12.23
|
|
$10.24
|
Third Quarter
|
$11.96
|
|
$9.75
|
Fourth Quarter
|
$13.20
|
|
$10.27
|
Fiscal Year 2016
|
|
|
|
First Quarter
|
$12.78
|
|
$7.51
|
Second Quarter
|
$12.79
|
|
$8.62
|
Third Quarter
|
$11.28
|
|
$8.85
|
Fourth Quarter
|
$12.55
|
|
$9.45
|
Item 6.
|
Selected Financial Data
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
(1)
|
||||||||||
|
(Dollars in thousands, except per share amounts)
|
||||||||||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sales revenue
|
$
|
560,842
|
|
|
$
|
507,949
|
|
|
$
|
280,209
|
|
|
$
|
56,094
|
|
|
$
|
35,663
|
|
Fee building revenue, including management fees
|
190,324
|
|
|
186,507
|
|
|
149,890
|
|
|
93,563
|
|
|
47,565
|
|
|||||
Land sales revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total revenues
|
$
|
751,166
|
|
|
$
|
694,456
|
|
|
$
|
430,099
|
|
|
$
|
149,657
|
|
|
$
|
83,228
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pretax income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Homebuilding
|
$
|
27,034
|
|
|
$
|
25,546
|
|
|
$
|
23,698
|
|
|
$
|
497
|
|
|
$
|
1,748
|
|
Fee building
|
5,497
|
|
|
8,404
|
|
|
10,213
|
|
|
4,506
|
|
|
5,248
|
|
|||||
Pretax income
|
$
|
32,531
|
|
|
$
|
33,950
|
|
|
$
|
33,911
|
|
|
$
|
5,003
|
|
|
$
|
6,996
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to the Company
|
$
|
17,152
|
|
|
$
|
21,022
|
|
|
$
|
21,688
|
|
|
$
|
4,787
|
|
|
$
|
6,706
|
|
Basic earnings per share
|
$
|
0.82
|
|
|
$
|
1.02
|
|
|
$
|
1.29
|
|
|
$
|
0.30
|
|
|
$
|
0.85
|
|
Diluted earnings per share
|
$
|
0.82
|
|
|
$
|
1.01
|
|
|
$
|
1.28
|
|
|
$
|
0.30
|
|
|
$
|
0.85
|
|
Weighted Average Common Shares Outstanding:
(2)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
20,849,736
|
|
|
20,685,386
|
|
|
16,767,513
|
|
|
15,927,917
|
|
|
7,905,757
|
|
|||||
Diluted
|
20,995,498
|
|
|
20,791,445
|
|
|
16,941,088
|
|
|
15,969,199
|
|
|
7,905,757
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
123,546
|
|
|
$
|
30,496
|
|
|
$
|
45,874
|
|
|
$
|
44,058
|
|
|
$
|
9,541
|
|
Real estate inventories
(3)
|
$
|
416,143
|
|
|
$
|
286,928
|
|
|
$
|
200,636
|
|
|
$
|
157,629
|
|
|
$
|
44,088
|
|
Investment in and advances to unconsolidated joint ventures
|
$
|
55,824
|
|
|
$
|
50,857
|
|
|
$
|
60,572
|
|
|
$
|
60,564
|
|
|
$
|
32,270
|
|
Total assets
|
$
|
644,512
|
|
|
$
|
419,136
|
|
|
$
|
351,270
|
|
|
$
|
291,958
|
|
|
$
|
98,949
|
|
Total debt
|
$
|
318,656
|
|
|
$
|
118,000
|
|
|
$
|
83,082
|
|
|
$
|
113,751
|
|
|
$
|
17,883
|
|
Stockholders’ equity
(4)
|
$
|
263,990
|
|
|
$
|
244,523
|
|
|
$
|
220,775
|
|
|
$
|
148,084
|
|
|
$
|
64,356
|
|
Stockholders' equity per common share outstanding
|
$
|
12.64
|
|
|
$
|
11.81
|
|
|
$
|
10.75
|
|
|
$
|
9.00
|
|
|
$
|
7.45
|
|
Cash dividends declared per share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Data (excluding unconsolidated JVs)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net new home orders
|
412
|
|
|
253
|
|
|
174
|
|
|
79
|
|
|
72
|
|
|||||
New homes delivered
|
341
|
|
|
250
|
|
|
148
|
|
|
53
|
|
|
82
|
|
|||||
Average sales price of homes delivered
|
$
|
1,645
|
|
|
$
|
2,032
|
|
|
$
|
1,893
|
|
|
$
|
1,058
|
|
|
$
|
435
|
|
Selling communities at end of year
|
17
|
|
|
15
|
|
|
10
|
|
|
4
|
|
|
3
|
|
|||||
Backlog at end of year, number of homes
|
153
|
|
|
79
|
|
|
67
|
|
|
41
|
|
|
15
|
|
|||||
Backlog at end of year, dollar value
|
$
|
162,250
|
|
|
$
|
187,296
|
|
|
$
|
166,567
|
|
|
$
|
86,711
|
|
|
$
|
11,867
|
|
Average sales price of homes in backlog
|
$
|
1,060
|
|
|
$
|
2,371
|
|
|
$
|
2,486
|
|
|
$
|
2,115
|
|
|
$
|
791
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Data – Fee Building Projects (excluding unconsolidated JVs)
|
|
|
|
|
|
|
|
|
|||||||||||
Homes started
|
533
|
|
|
784
|
|
|
513
|
|
|
550
|
|
|
215
|
|
|||||
Homes delivered
|
820
|
|
|
644
|
|
|
537
|
|
|
206
|
|
|
194
|
|
|||||
Homes under construction at end of period
|
299
|
|
|
586
|
|
|
446
|
|
|
470
|
|
|
126
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The Company completed its initial public offering ("IPO") on January 30, 2014. Data presented for the years prior to 2014 represent our results operating as TNHC LLC, a private company.
|
(2)
|
The Company completed a follow-on offering on December 9, 2015 issuing and selling 4,025,000 shares of common stock at a price of $12.50 per share.
|
(3)
|
Effective July 1, 2016, certain capitalizable selling and marketing costs were reclassified to other assets from real estate inventories. Prior year periods have been reclassified to conform to current year presentation. $9.3 million, $5.9 million, and $1.3 million, was reclassified from real estate inventories to other assets for the years ended December 31, 2015, 2014, and 2013, respectively.
|
(4)
|
For the year ended December 31, 2013 (prior to the Company's IPO), amount represents members' equity in TNHC LLC.
|
Item 7
.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in thousands)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Home sales
|
$
|
560,842
|
|
|
$
|
507,949
|
|
|
$
|
280,209
|
|
Fee building, including management fees from unconsolidated joint ventures of $4,945, $8,202 and $12,426, respectively
|
190,324
|
|
|
186,507
|
|
|
149,890
|
|
|||
|
751,166
|
|
|
694,456
|
|
|
430,099
|
|
|||
Cost of Sales:
|
|
|
|
|
|
||||||
Home sales
|
473,213
|
|
|
433,559
|
|
|
235,232
|
|
|||
Home sales impairments
|
2,200
|
|
|
2,350
|
|
|
—
|
|
|||
Land sales impairment
|
—
|
|
|
1,150
|
|
|
—
|
|
|||
Fee building
|
184,827
|
|
|
178,103
|
|
|
139,677
|
|
|||
|
660,240
|
|
|
615,162
|
|
|
374,909
|
|
|||
Gross Margin:
|
|
|
|
|
|
||||||
Home sales
|
85,429
|
|
|
72,040
|
|
|
44,977
|
|
|||
Land sales
|
—
|
|
|
(1,150
|
)
|
|
—
|
|
|||
Fee building
|
5,497
|
|
|
8,404
|
|
|
10,213
|
|
|||
|
90,926
|
|
|
79,294
|
|
|
55,190
|
|
|||
|
|
|
|
|
|
||||||
Home sales gross margin
|
15.2
|
%
|
|
14.2
|
%
|
|
16.1
|
%
|
|||
Home sales gross margin before impairments
(1)
|
15.6
|
%
|
|
14.6
|
%
|
|
16.1
|
%
|
|||
Fee building gross margin
|
2.9
|
%
|
|
4.5
|
%
|
|
6.8
|
%
|
|||
|
|
|
|
|
|
||||||
Selling and marketing expenses
|
(32,702
|
)
|
|
(26,744
|
)
|
|
(13,741
|
)
|
|||
General and administrative expenses
|
(26,330
|
)
|
|
(25,882
|
)
|
|
(20,278
|
)
|
|||
Equity in net income of unconsolidated joint ventures
|
866
|
|
|
7,691
|
|
|
13,767
|
|
|||
Other income (expense), net
|
(229
|
)
|
|
(409
|
)
|
|
(1,027
|
)
|
|||
Pretax income
|
32,531
|
|
|
33,950
|
|
|
33,911
|
|
|||
Provision for income taxes
|
(15,390
|
)
|
|
(13,024
|
)
|
|
(12,533
|
)
|
|||
Net income
|
17,141
|
|
|
20,926
|
|
|
21,378
|
|
|||
Net loss attributable to noncontrolling interest
|
11
|
|
|
96
|
|
|
310
|
|
|||
Net income attributable to The New Home Company Inc.
|
$
|
17,152
|
|
|
$
|
21,022
|
|
|
$
|
21,688
|
|
|
|
|
|
|
|
||||||
Interest incurred
|
$
|
21,978
|
|
|
$
|
7,484
|
|
|
$
|
4,722
|
|
Adjusted EBITDA
(2)
|
$
|
50,145
|
|
|
$
|
43,144
|
|
|
$
|
46,209
|
|
Adjusted EBITDA margin percentage
(2)
|
6.7
|
%
|
|
6.2
|
%
|
|
10.7
|
%
|
|||
Ratio of Adjusted EBITDA to total interest incurred
(2)
|
2.3x
|
|
|
5.8x
|
|
|
9.8x
|
|
|
(1)
|
Home sales gross margin before impairments (also referred to as homebuilding gross margin before impairments) is a non-GAAP measure. The table below reconciles this non-GAAP financial measure to homebuilding gross margin, the nearest GAAP equivalent.
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2017
|
|
%
|
|
2016
|
|
%
|
|
2015
|
|
%
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||
Home sales revenue
|
$
|
560,842
|
|
|
100.0
|
%
|
|
$
|
507,949
|
|
|
100.0
|
%
|
|
$
|
280,209
|
|
|
100.0
|
%
|
Cost of home sales
|
475,413
|
|
|
84.8
|
%
|
|
435,909
|
|
|
85.8
|
%
|
|
235,232
|
|
|
83.9
|
%
|
|||
Homebuilding gross margin
|
85,429
|
|
|
15.2
|
%
|
|
72,040
|
|
|
14.2
|
%
|
|
44,977
|
|
|
16.1
|
%
|
|||
Add: Home sales impairments
|
2,200
|
|
|
0.4
|
%
|
|
2,350
|
|
|
0.4
|
%
|
|
—
|
|
|
—
|
%
|
|||
Homebuilding gross margin before impairments
|
87,629
|
|
|
15.6
|
%
|
|
74,390
|
|
|
14.6
|
%
|
|
44,977
|
|
|
16.1
|
%
|
(2)
|
Adjusted EBITDA, Adjusted EBITDA margin percentage and ratio of Adjusted EBITDA to total interest incurred are non-GAAP measures. Adjusted EBITDA margin percentage is calculated as a percentage of total revenue. Management believes that Adjusted EBITDA, which is a non-GAAP measure, assists investors in understanding and comparing the operating characteristics of homebuilding activities by eliminating many of the differences in companies' respective capitalization, interest costs, tax position and inventory impairments. Due to the significance of the GAAP components excluded, Adjusted EBITDA should not be considered in isolation or as an alternative to net income, cash flows from operations or any other performance measure prescribed by GAAP. The table below reconciles net income, calculated and presented in accordance with GAAP, to Adjusted EBITDA, Adjusted EBITDA margin percentage and ratio of Adjusted EBITDA to total interest incurred.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net income
|
$
|
17,141
|
|
|
$
|
20,926
|
|
|
$
|
21,378
|
|
Add:
|
|
|
|
|
|
||||||
Interest amortized to cost of sales and other expense
|
11,057
|
|
|
5,331
|
|
|
2,596
|
|
|||
Provision for income taxes
|
15,390
|
|
|
13,024
|
|
|
12,533
|
|
|||
Depreciation and amortization
|
449
|
|
|
511
|
|
|
473
|
|
|||
Amortization of equity-based compensation
|
2,803
|
|
|
3,471
|
|
|
3,884
|
|
|||
Cash distributions of income from unconsolidated joint ventures
|
1,588
|
|
|
3,742
|
|
|
18,477
|
|
|||
Noncash impairments and abandonments
|
2,583
|
|
|
4,080
|
|
|
635
|
|
|||
Less:
|
|
|
|
|
|
||||||
Gain from notes payable principal reduction
|
—
|
|
|
(250
|
)
|
|
—
|
|
|||
Equity in income of unconsolidated joint ventures
|
(866
|
)
|
|
(7,691
|
)
|
|
(13,767
|
)
|
|||
Adjusted EBITDA
|
$
|
50,145
|
|
|
$
|
43,144
|
|
|
$
|
46,209
|
|
Total Revenue
|
$
|
751,166
|
|
|
$
|
694,456
|
|
|
$
|
430,099
|
|
Adjusted EBITDA margin percentage
|
6.7
|
%
|
|
6.2
|
%
|
|
10.7
|
%
|
|||
Interest incurred
|
21,978
|
|
|
7,484
|
|
|
4,722
|
|
|||
Ratio of Adjusted EBITDA to total interest incurred
|
2.3x
|
|
|
5.8x
|
|
|
9.8x
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
|
Change
|
|
|
|
Change
|
|
|
|||||||||||
|
2017
|
|
Amount
|
|
%
|
|
2016
|
|
Amount
|
|
%
|
|
2015
|
|||||||
Net new home orders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Southern California
|
197
|
|
|
56
|
|
|
40
|
%
|
|
141
|
|
|
55
|
|
|
64
|
%
|
|
86
|
|
Northern California
|
215
|
|
|
103
|
|
|
92
|
%
|
|
112
|
|
|
24
|
|
|
27
|
%
|
|
88
|
|
Total net new home orders
|
412
|
|
|
159
|
|
|
63
|
%
|
|
253
|
|
|
79
|
|
|
45
|
%
|
|
174
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Selling communities at end of period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Southern California
|
10
|
|
|
2
|
|
|
25
|
%
|
|
8
|
|
|
4
|
|
|
100
|
%
|
|
4
|
|
Northern California
|
7
|
|
|
—
|
|
|
—
|
%
|
|
7
|
|
|
1
|
|
|
17
|
%
|
|
6
|
|
Total selling communities
|
17
|
|
|
2
|
|
|
13
|
%
|
|
15
|
|
|
5
|
|
|
50
|
%
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Average selling communities
|
13
|
|
|
1
|
|
|
8
|
%
|
|
12
|
|
|
5
|
|
|
71
|
%
|
|
7
|
|
Monthly sales absorption rate per community
(1)
|
2.7
|
|
|
1.0
|
|
|
59
|
%
|
|
1.7
|
|
|
(0.2
|
)
|
|
(11
|
)%
|
|
1.9
|
|
Cancellation rate
|
9
|
%
|
|
(3
|
)%
|
|
NA
|
|
|
12
|
%
|
|
2
|
%
|
|
NA
|
|
|
10
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
% Change
|
|||||||||||||||||||||||||
|
Homes
|
|
Dollar Value
|
|
Average Price
|
|
Homes
|
|
Dollar Value
|
|
Average Price
|
|
Homes
|
|
Dollar Value
|
|
Average Price
|
|||||||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||||||||||||
Southern California
|
71
|
|
|
$
|
93,955
|
|
|
$
|
1,323
|
|
|
48
|
|
|
$
|
162,599
|
|
|
$
|
3,387
|
|
|
48
|
%
|
|
(42
|
)%
|
|
(61
|
)%
|
Northern California
|
82
|
|
|
68,295
|
|
|
833
|
|
|
31
|
|
|
24,697
|
|
|
797
|
|
|
165
|
%
|
|
177
|
%
|
|
5
|
%
|
||||
Total
|
153
|
|
|
$
|
162,250
|
|
|
$
|
1,060
|
|
|
79
|
|
|
$
|
187,296
|
|
|
$
|
2,371
|
|
|
94
|
%
|
|
(13
|
)%
|
|
(55
|
)%
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|||||||||||||||||||||||||
|
Homes
|
|
Dollar Value
|
|
Average Price
|
|
Homes
|
|
Dollar Value
|
|
Average Price
|
|
Homes
|
|
Dollar Value
|
|
Average Price
|
|||||||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||||||||||||
Southern California
|
48
|
|
|
$
|
162,599
|
|
|
$
|
3,387
|
|
|
45
|
|
|
$
|
149,405
|
|
|
$
|
3,320
|
|
|
7
|
%
|
|
9
|
%
|
|
2
|
%
|
Northern California
|
31
|
|
|
24,697
|
|
|
797
|
|
|
22
|
|
|
17,162
|
|
|
780
|
|
|
41
|
%
|
|
44
|
%
|
|
2
|
%
|
||||
Total
|
79
|
|
|
$
|
187,296
|
|
|
$
|
2,371
|
|
|
67
|
|
|
$
|
166,567
|
|
|
$
|
2,486
|
|
|
18
|
%
|
|
12
|
%
|
|
(5
|
)%
|
|
December 31,
|
|||||||||||||||||||
|
|
|
Change
|
|
|
|
Change
|
|
|
|||||||||||
|
2017
|
|
Amount
|
|
%
|
|
2016
|
|
Amount
|
|
%
|
|
2015
|
|||||||
Lots Owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Southern California
|
563
|
|
|
273
|
|
|
94
|
%
|
|
290
|
|
|
167
|
|
|
136
|
%
|
|
123
|
|
Northern California
|
318
|
|
|
18
|
|
|
6
|
%
|
|
300
|
|
|
11
|
|
|
4
|
%
|
|
289
|
|
Arizona
|
65
|
|
|
65
|
|
|
NA
|
|
|
—
|
|
|
—
|
|
|
NA
|
|
|
—
|
|
Total
|
946
|
|
|
356
|
|
|
60
|
%
|
|
590
|
|
|
178
|
|
|
43
|
%
|
|
412
|
|
Lots Controlled
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Southern California
|
278
|
|
|
(443
|
)
|
|
(61
|
)%
|
|
721
|
|
|
(33
|
)
|
|
(4
|
)%
|
|
754
|
|
Northern California
|
1,031
|
|
|
766
|
|
|
289
|
%
|
|
265
|
|
|
113
|
|
|
74
|
%
|
|
152
|
|
Arizona
|
497
|
|
|
497
|
|
|
NA
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
Total
|
1,806
|
|
|
820
|
|
|
83
|
%
|
|
986
|
|
|
80
|
|
|
9
|
%
|
|
906
|
|
Lots Owned and Controlled - Wholly Owned
|
2,752
|
|
|
1,176
|
|
|
75
|
%
|
|
1,576
|
|
|
258
|
|
|
20
|
%
|
|
1,318
|
|
Fee Building
(2)
|
920
|
|
|
(15
|
)
|
|
(2
|
)%
|
|
935
|
|
|
(487
|
)
|
|
(34
|
)%
|
|
1,422
|
|
Total Lots Owned and Controlled
|
3,672
|
|
|
1,161
|
|
|
46
|
%
|
|
2,511
|
|
|
(229
|
)
|
|
(8
|
)%
|
|
2,740
|
|
|
(1)
|
Includes lots that we control under purchase and sale agreements, option agreements or 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)
|
Lots owned by third party property owners for which we perform general contracting services.
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
% Change
|
|||||||||||||||||||||||||
|
Homes
|
|
Dollar Value
|
|
Average Price
|
|
Homes
|
|
Dollar Value
|
|
Average Price
|
|
Homes
|
|
Dollar Value
|
|
Average Price
|
|||||||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||||||||||||
Southern California
|
174
|
|
|
$
|
433,651
|
|
|
$
|
2,492
|
|
|
147
|
|
|
$
|
422,041
|
|
|
$
|
2,871
|
|
|
18
|
%
|
|
3
|
%
|
|
(13
|
)%
|
Northern California
|
167
|
|
|
127,191
|
|
|
762
|
|
|
103
|
|
|
85,908
|
|
|
834
|
|
|
62
|
%
|
|
48
|
%
|
|
(9
|
)%
|
||||
Total
|
341
|
|
|
$
|
560,842
|
|
|
$
|
1,645
|
|
|
250
|
|
|
$
|
507,949
|
|
|
$
|
2,032
|
|
|
36
|
%
|
|
10
|
%
|
|
(19
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|||||||||||||||||||||||||
|
Homes
|
|
Dollar Value
|
|
Average Price
|
|
Homes
|
|
Dollar Value
|
|
Average Price
|
|
Homes
|
|
Dollar Value
|
|
Average Price
|
|||||||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||||||||||||
Southern California
|
147
|
|
|
$
|
422,041
|
|
|
$
|
2,871
|
|
|
74
|
|
|
$
|
205,815
|
|
|
$
|
2,781
|
|
|
99
|
%
|
|
105
|
%
|
|
3
|
%
|
Northern California
|
103
|
|
|
85,908
|
|
|
834
|
|
|
74
|
|
|
74,394
|
|
|
1,005
|
|
|
39
|
%
|
|
15
|
%
|
|
(17
|
)%
|
||||
Total
|
250
|
|
|
$
|
507,949
|
|
|
$
|
2,032
|
|
|
148
|
|
|
$
|
280,209
|
|
|
$
|
1,893
|
|
|
69
|
%
|
|
81
|
%
|
|
7
|
%
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2017
|
|
%
|
|
2016
|
|
%
|
|
2015
|
|
%
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||
Home sales revenue
|
$
|
560,842
|
|
|
100.0
|
%
|
|
$
|
507,949
|
|
|
100.0
|
%
|
|
$
|
280,209
|
|
|
100.0
|
%
|
Cost of home sales
|
475,413
|
|
|
84.8
|
%
|
|
435,909
|
|
|
85.8
|
%
|
|
235,232
|
|
|
83.9
|
%
|
|||
Homebuilding gross margin
|
85,429
|
|
|
15.2
|
%
|
|
72,040
|
|
|
14.2
|
%
|
|
44,977
|
|
|
16.1
|
%
|
|||
Add: Home sales impairments
|
2,200
|
|
|
0.4
|
%
|
|
2,350
|
|
|
0.4
|
%
|
|
—
|
|
|
—
|
%
|
|||
Homebuilding gross margin before impairments
(1)
|
87,629
|
|
|
15.6
|
%
|
|
74,390
|
|
|
14.6
|
%
|
|
44,977
|
|
|
16.1
|
%
|
|||
Add: Interest in cost of home sales
|
11,021
|
|
|
2.0
|
%
|
|
5,331
|
|
|
1.1
|
%
|
|
2,511
|
|
|
0.8
|
%
|
|||
Adjusted homebuilding gross margin
(1)
|
$
|
98,650
|
|
|
17.6
|
%
|
|
$
|
79,721
|
|
|
15.7
|
%
|
|
$
|
47,488
|
|
|
16.9
|
%
|
|
(1)
|
Homebuilding gross margin before impairments and adjusted homebuilding gross margin are non-GAAP financial measures. We believe this information is meaningful as it isolates the impact that home sales impairments and leverage have on homebuilding gross margin and permits investors to make better comparisons with our competitors who also break out and adjust gross margins in a similar fashion.
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2017
|
|
%
|
|
2016
|
|
%
|
|
2015
|
|
%
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||
Fee building revenue
|
$
|
190,324
|
|
|
100.0
|
%
|
|
$
|
186,507
|
|
|
100.0
|
%
|
|
$
|
149,890
|
|
|
100.0
|
%
|
Cost of fee building
|
184,827
|
|
|
97.1
|
%
|
|
178,103
|
|
|
95.5
|
%
|
|
139,677
|
|
|
93.2
|
%
|
|||
Fee building gross margin
|
$
|
5,497
|
|
|
2.9
|
%
|
|
$
|
8,404
|
|
|
4.5
|
%
|
|
$
|
10,213
|
|
|
6.8
|
%
|
|
Year Ended December 31,
|
|
As a Percentage of Home Sales Revenue
|
|||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||
Selling and marketing expenses
|
$
|
32,702
|
|
|
$
|
26,744
|
|
|
$
|
13,741
|
|
|
5.8
|
%
|
|
5.3
|
%
|
|
4.9
|
%
|
General and administrative expenses ("G&A")
|
26,330
|
|
|
25,882
|
|
|
20,278
|
|
|
4.7
|
%
|
|
5.1
|
%
|
|
7.2
|
%
|
|||
Total selling, marketing and G&A expenses ("SG&A")
|
$
|
59,032
|
|
|
$
|
52,626
|
|
|
$
|
34,019
|
|
|
10.5
|
%
|
|
10.4
|
%
|
|
12.1
|
%
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
|
|
Change
|
|
|
|
Change
|
|
|
||||||||||||||||
|
2017
|
|
Amount
|
|
%
|
|
2016
|
|
Amount
|
|
%
|
|
2015
|
||||||||||||
|
(Dollars in thousands)
|
|
|
||||||||||||||||||||||
Unconsolidated Joint Ventures—Homebuilding
|
|||||||||||||||||||||||||
Operational Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net new home orders
|
170
|
|
|
11
|
|
|
7
|
%
|
|
159
|
|
|
(140
|
)
|
|
(47
|
)%
|
|
299
|
|
|||||
New homes delivered
|
149
|
|
|
(48
|
)
|
|
(24
|
)%
|
|
197
|
|
|
(68
|
)
|
|
(26
|
)%
|
|
265
|
|
|||||
Average sales price of homes delivered
|
$
|
958
|
|
|
$
|
57
|
|
|
6
|
%
|
|
$
|
901
|
|
|
$
|
(365
|
)
|
|
(29
|
)%
|
|
$
|
1,266
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Home sales revenue
|
$
|
142,697
|
|
|
$
|
(34,847
|
)
|
|
(20
|
)%
|
|
$
|
177,544
|
|
|
$
|
(157,971
|
)
|
|
(47
|
)%
|
|
$
|
335,515
|
|
Land sales revenue
|
4,750
|
|
|
(50,925
|
)
|
|
(91
|
)%
|
|
55,675
|
|
|
(18,691
|
)
|
|
(25
|
)%
|
|
74,366
|
|
|||||
Total Revenue
|
$
|
147,447
|
|
|
$
|
(85,772
|
)
|
|
(37
|
)%
|
|
$
|
233,219
|
|
|
$
|
(176,662
|
)
|
|
(43
|
)%
|
|
$
|
409,881
|
|
Net income
|
$
|
(529
|
)
|
|
$
|
(26,720
|
)
|
|
(102
|
)%
|
|
$
|
26,191
|
|
|
$
|
(39,003
|
)
|
|
(60
|
)%
|
|
$
|
65,194
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selling communities at end of period
|
7
|
|
|
(2
|
)
|
|
(22
|
)%
|
|
9
|
|
|
1
|
|
|
13
|
%
|
|
8
|
|
|||||
Backlog (dollar value)
|
$
|
66,636
|
|
|
$
|
11,222
|
|
|
20
|
%
|
|
$
|
55,414
|
|
|
$
|
(62,522
|
)
|
|
(53
|
)%
|
|
$
|
117,936
|
|
Backlog (homes)
|
80
|
|
|
18
|
|
|
29
|
%
|
|
62
|
|
|
(47
|
)
|
|
(43
|
)%
|
|
109
|
|
|||||
Average sales price of homes in backlog
|
$
|
833
|
|
|
$
|
(61
|
)
|
|
(7
|
)%
|
|
$
|
894
|
|
|
$
|
(188
|
)
|
|
(17
|
)%
|
|
$
|
1,082
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Homebuilding lots owned and controlled
|
341
|
|
|
(244
|
)
|
|
(42
|
)%
|
|
585
|
|
|
(164
|
)
|
|
(22
|
)%
|
|
749
|
|
|||||
Land development lots owned and controlled
|
2,323
|
|
|
(92
|
)
|
|
(4
|
)%
|
|
2,415
|
|
|
(160
|
)
|
|
(6
|
)%
|
|
2,575
|
|
|||||
Total lots owned and controlled
|
2,664
|
|
|
(336
|
)
|
|
(11
|
)%
|
|
3,000
|
|
|
(324
|
)
|
|
(10
|
)%
|
|
3,324
|
|
|
December 31, 2017
|
|||
Financial Conditions
|
Actual
|
|
Requirement
|
|
|
|
|||
Fixed Charge Coverage Ratio: EBITDA to Consolidated Interest Incurred
|
2.2
|
|
|
> 2.0 : 1.0
|
Leverage Ratio: Indebtedness to Tangible Net Worth
|
1.22
|
|
|
< 2.25 : 1.0
|
|
December 31, 2017
|
|
||||||
Financial Covenants
|
Actual
|
|
Covenant
Requirement
|
|
||||
|
(Dollars in thousands)
|
|
||||||
Unencumbered Liquid Assets (Minimum Liquidity Covenant)
|
$
|
123,546
|
|
|
$
|
10,000
|
|
(1)
|
EBITDA to Interest Incurred
(2)
|
2.23
|
|
|
> 1.75 : 1.0
|
|
|
||
Tangible Net Worth
|
$
|
263,990
|
|
|
$
|
187,349
|
|
|
Leverage Ratio
|
44
|
%
|
|
< 65%
|
|
|
||
Adjusted Leverage Ratio
(3)
|
NA
|
|
|
< 50%
|
|
|
|
(1)
|
So long as the Company is in compliance with the interest coverage test, the minimum unencumbered liquid assets that the Company must maintain as of the quarter end measurement date is $10 million. If the Company is not in compliance with the interest coverage test, the minimum liquidity requirement as of each quarter end measurement date is not less than the trailing 12 month consolidated interest incurred, which was
$22.0 million
as of December 31, 2017.
|
(2)
|
The modification of the Credit Facility executed September 27, 2017, provides relief on compliance with the interest coverage test. If the test is not
|
(3)
|
Adjusted Leverage Ratio is computed as total joint venture debt divided by total joint venture equity. The Adjusted Leverage Ratio requirement ceases to apply as of and after the fiscal quarter in which consolidated tangible net worth is at least $250 million. During any period when the Adjusted Leverage Ratio ceases to apply, consolidated tangible net worth shall be reduced by an adjustment equal to the aggregate amount of investments in and advance to unconsolidated joint ventures that exceed 35% of consolidated tangible net worth as calculated without giving effect to this adjustment (the "Adjustment Amount"). At December 31, 2017, the Company's consolidated tangible net worth exceeded $250 million and the Adjusted Leverage Ratio ceased to apply and, accordingly, the Adjustment Amount was considered in the calculation of consolidated tangible net worth.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in thousands)
|
||||||
Total debt, net
|
$
|
318,656
|
|
|
$
|
118,000
|
|
Equity, exclusive of noncontrolling interest
|
263,990
|
|
|
244,523
|
|
||
Total capital
|
$
|
582,646
|
|
|
$
|
362,523
|
|
Ratio of debt-to-capital
(1)
|
54.7
|
%
|
|
32.5
|
%
|
||
|
|
|
|
||||
Total debt, net
|
$
|
318,656
|
|
|
$
|
118,000
|
|
Less: cash, cash equivalents and restricted cash
|
123,970
|
|
|
31,081
|
|
||
Net debt
|
194,686
|
|
|
86,919
|
|
||
Equity, exclusive of noncontrolling interest
|
263,990
|
|
|
244,523
|
|
||
Total capital
|
$
|
458,676
|
|
|
$
|
331,442
|
|
Ratio of net debt-to-capital
(2)
|
42.4
|
%
|
|
26.2
|
%
|
|
(1)
|
The ratio of debt-to-capital is computed as the quotient obtained by dividing total debt, net by the sum of total debt, net 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 total debt, net 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 debt, 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.
|
•
|
Net cash used in operating activities was
$90.7 million
in
2017
versus
$42.4 million
in
2016
. The change was primarily the result of a net increase in cash outflows for real estate inventories to
$114.9 million
in
2017
compared to
$71.4 million
in
2016
due to greater land acquisition spend and increased construction in progress.
|
•
|
Net cash used in investing activities was
$10.6 million
in
2017
compared
$1.8 million
provided by investing activities in
2016
. For the year ended
December 31, 2017
, our contributions and advances to joint ventures were
$27.5 million
compared to
$15.1 million
during the year ended
December 31, 2016
and was the primary reason net cash used in investing activities increased. The increase in contributions to joint ventures primarily related to a large contribution to a land development joint venture in Folsom, CA.
|
•
|
Net cash provided by financing activities was
$194.3 million
in
2017
compared to
$25.2 million
in
2016
. The increase was primarily due to an increase in net borrowings, in particular the issuance of our senior notes due 2022, offset partially by increased repayments of the unsecured credit facility.
|
•
|
Net cash used in operating activities was
$42.4 million
in
2016
versus
$32.3 million
in
2015
. The change was primarily the result of a reduction of distributions of earnings from unconsolidated joint ventures to
$3.7 million
in 2016 from
$18.5 million
and an increase in cash outflows for real estate inventories to
$71.4 million
in
2016
compared to
$65.9 million
in
2015
. Cash inflows for distributions of earnings from unconsolidated joint ventures decreased due to the reduction of total revenues of the unconsolidated joint ventures during the same periods. Despite a
43%
increase in net wholly owned lots year-over-year, we were able to continue utilizing favorable lot option takedown structures that defrayed a portion of the upfront capital required to acquire land. In addition, we delivered more homes
|
•
|
Net cash provided by investing activities was
$1.8 million
in
2016
compared
$16.6 million
in
2015
. For the year ended
December 31, 2016
, our net distributions of capital from unconsolidated joint ventures was
$0.2 million
compared to net distributions of
$17.0 million
during the year ended
December 31, 2015
and was the primary reason net cash provided by investing activities decreased. The decrease in distributions related to the decrease in total revenues of the unconsolidated joint ventures. The decrease in distributions was partially offset by the assumption of
$2.0 million
in cash as a result in the change in control in our LR8 Investors LLC unconsolidated joint venture during 2016. The Company assumed the joint venture's cash, accounts receivable. accounts payable, and accrued liabilities upon the exit of its joint venture partner.
|
•
|
Net cash provided by financing activities was
$25.2 million
in
2016
versus
$17.5 million
in
2015
. The increase primarily related to an increase in net borrowings, offset partially by the issuance of common stock in the 2015 period. Cash inflows for net borrowings from the unsecured credit facility and other notes payable was
$27.8 million
for the year ending December 31, 2016 compared to net paydowns on the unsecured credit facility and other notes payable of
$27.2 million
for the year ended December 31, 2015. Additionally, 2015 included the follow-on issuance of common stock, which generated
$47.3 million
in net cash proceeds while 2016 did not include any net proceeds from the issuance of common stock.
|
•
|
leveraging our capital base
|
•
|
accessing larger or desirable lot positions
|
•
|
expanding our market opportunities
|
•
|
managing financial and market risk associated with land holdings
|
•
|
establishing strategic alliances
|
|
(1)
|
The carrying value of the debt is presented net of $0.5 million in unamortized debt issuance costs. Scheduled maturities of the unconsolidated joint venture debt as of
December 31, 2017
are as follows:
$41.8 million
matures in 2018 and
$37.0 million
matures in 2019. Projects at McKinley Village and Mountain Shadows have multiple debt instruments, some of which do not have LTV maintenance agreements.
|
(2)
|
Represents the Company's equity in unconsolidated joint ventures. Equity does not include $3.8 million in advances to unconsolidated joint ventures and $1.5 million of interest capitalized to certain investments in unconsolidated joint ventures which along with equity, are included in investments in and advances to unconsolidated joint ventures in the accompanying consolidated balance sheets.
|
(3)
|
Estimated future capital commitment represents our proportionate share of estimated future contributions to the respective unconsolidated joint ventures as of
December 31, 2017
. Actual contributions may differ materially.
|
(4)
|
Certain members of the Company's board of directors are affiliated with entities that have an investment in these joint ventures. See Note 11 to the consolidated financial statements of the Company included in this Annual Report.
|
(5)
|
Land development joint venture.
|
|
|
Payments Due By Period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
4-5 Years
|
|
More than 5 Years
|
||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||
Long-term debt principal payments
(1)
|
|
$
|
325,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
325,000
|
|
|
$
|
—
|
|
Long-term interest payments
(2)
|
|
100,141
|
|
|
23,563
|
|
|
47,125
|
|
|
29,453
|
|
|
—
|
|
|||||
Operating leases
|
|
3,831
|
|
|
1,202
|
|
|
2,344
|
|
|
285
|
|
|
—
|
|
|||||
Purchase obligations
(3)
|
|
365,831
|
|
|
320,905
|
|
|
44,926
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
794,803
|
|
|
$
|
345,670
|
|
|
$
|
94,395
|
|
|
$
|
354,738
|
|
|
$
|
—
|
|
|
(1)
|
For a more detailed description of our long-term debt, please see Note 8 of the notes to our consolidated financial statements.
|
(2)
|
Future interest payments for our senior notes due 2022.
|
(3)
|
Includes
$266.3 million
(net of deposits) of the remaining purchase price for land option and land purchase contracts where deposits are nonrefundable and
$99.0 million
of subcontractor labor and material commitments as of
December 31, 2017
for which we are responsible if the subcontractor completes the work as specified in their respective commitments. Excluded from this number is
$63.7 million
in purchase obligations made on behalf of the owner(s) of fee build projects for which we are reimbursed per our fee building agreements.
|
•
|
Participating rights - provide the noncontrolling equity holders the ability to direct significant financial and operational decision made in the ordinary course of business that most significantly influence the entity's economic performance.
|
•
|
Kick-out rights - allow the noncontrolling equity holders to remove the general partner or managing member without cause.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Expected Maturity Date
|
|
|
|
|
||||||||||||||
|
2018
|
|
2019 - 2022
|
|
Thereafter
|
|
Total
|
|
Estimated Fair Value
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Senior Unsecured Notes
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Rate
|
$
|
—
|
|
|
$
|
325,000
|
|
|
$
|
—
|
|
|
$
|
325,000
|
|
|
$
|
336,375
|
|
Weighted Average Interest Rate
|
—
|
%
|
|
7.25
|
%
|
|
—
|
%
|
|
7.25
|
%
|
|
NA
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior Unsecured Credit Facility
|
|
|
|
|
|
|
|
|
|
||||||||||
Variable rate debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Weighted Average Interest Rate
|
—
|
%
|
|
4.6
|
%
|
|
—
|
%
|
|
4.6
|
%
|
|
NA
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
(1)
|
Financial Statements:
|
The New Home Company Inc.
|
PAGE
|
TNHC Meridian Investors LLC (our unconsolidated investee)
|
PAGE
|
TNHC Newport LLC (our unconsolidated lower tier investee)
|
PAGE
|
(2)
|
Financial Statement Schedules
|
(3)
|
Exhibits
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in thousands, except par value amounts)
|
||||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
123,546
|
|
|
$
|
30,496
|
|
Restricted cash
|
424
|
|
|
585
|
|
||
Contracts and accounts receivable
|
23,224
|
|
|
27,833
|
|
||
Due from affiliates
|
1,060
|
|
|
1,138
|
|
||
Real estate inventories
|
416,143
|
|
|
286,928
|
|
||
Investment in and advances to unconsolidated joint ventures
|
55,824
|
|
|
50,857
|
|
||
Other assets
|
24,291
|
|
|
21,299
|
|
||
Total assets
|
$
|
644,512
|
|
|
$
|
419,136
|
|
|
|
|
|
||||
Liabilities and equity
|
|
|
|
||||
Accounts payable
|
$
|
23,722
|
|
|
$
|
33,094
|
|
Accrued expenses and other liabilities
|
38,054
|
|
|
23,418
|
|
||
Unsecured revolving credit facility
|
—
|
|
|
118,000
|
|
||
Senior notes, net
|
318,656
|
|
|
—
|
|
||
Total liabilities
|
380,432
|
|
|
174,512
|
|
||
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, 20,876,837 and 20,712,166, shares issued and outstanding as of December 31, 2017 and December 31, 2016, respectively
|
209
|
|
|
207
|
|
||
Additional paid-in capital
|
199,474
|
|
|
197,161
|
|
||
Retained earnings
|
64,307
|
|
|
47,155
|
|
||
Total stockholders' equity
|
263,990
|
|
|
244,523
|
|
||
Noncontrolling interest in subsidiary
|
90
|
|
|
101
|
|
||
Total equity
|
264,080
|
|
|
244,624
|
|
||
Total liabilities and equity
|
$
|
644,512
|
|
|
$
|
419,136
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in thousands, except per share amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Home sales
|
$
|
560,842
|
|
|
$
|
507,949
|
|
|
$
|
280,209
|
|
Fee building, including management fees from unconsolidated joint ventures of $4,945, $8,202 and $12,426, respectively
|
190,324
|
|
|
186,507
|
|
|
149,890
|
|
|||
|
751,166
|
|
|
694,456
|
|
|
430,099
|
|
|||
Cost of Sales:
|
|
|
|
|
|
||||||
Home sales
|
473,213
|
|
|
433,559
|
|
|
235,232
|
|
|||
Home sales impairments
|
2,200
|
|
|
2,350
|
|
|
—
|
|
|||
Land sales impairment
|
—
|
|
|
1,150
|
|
|
—
|
|
|||
Fee building
|
184,827
|
|
|
178,103
|
|
|
139,677
|
|
|||
|
660,240
|
|
|
615,162
|
|
|
374,909
|
|
|||
Gross Margin:
|
|
|
|
|
|
||||||
Home sales
|
85,429
|
|
|
72,040
|
|
|
44,977
|
|
|||
Land sales
|
—
|
|
|
(1,150
|
)
|
|
—
|
|
|||
Fee building
|
5,497
|
|
|
8,404
|
|
|
10,213
|
|
|||
|
90,926
|
|
|
79,294
|
|
|
55,190
|
|
|||
|
|
|
|
|
|
||||||
Selling and marketing expenses
|
(32,702
|
)
|
|
(26,744
|
)
|
|
(13,741
|
)
|
|||
General and administrative expenses
|
(26,330
|
)
|
|
(25,882
|
)
|
|
(20,278
|
)
|
|||
Equity in net income of unconsolidated joint ventures
|
866
|
|
|
7,691
|
|
|
13,767
|
|
|||
Other income (expense), net
|
(229
|
)
|
|
(409
|
)
|
|
(1,027
|
)
|
|||
Pretax income
|
32,531
|
|
|
33,950
|
|
|
33,911
|
|
|||
Provision for income taxes
|
(15,390
|
)
|
|
(13,024
|
)
|
|
(12,533
|
)
|
|||
Net income
|
17,141
|
|
|
20,926
|
|
|
21,378
|
|
|||
Net loss attributable to noncontrolling interest
|
11
|
|
|
96
|
|
|
310
|
|
|||
Net income attributable to The New Home Company Inc.
|
$
|
17,152
|
|
|
$
|
21,022
|
|
|
$
|
21,688
|
|
|
|
|
|
|
|
||||||
Earnings per share attributable to The New Home Company Inc.:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.82
|
|
|
$
|
1.02
|
|
|
$
|
1.29
|
|
Diluted
|
$
|
0.82
|
|
|
$
|
1.01
|
|
|
$
|
1.28
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
20,849,736
|
|
|
20,685,386
|
|
|
16,767,513
|
|
|||
Diluted
|
20,995,498
|
|
|
20,791,445
|
|
|
16,941,088
|
|
|
|
Stockholders’ Equity
|
|
Noncontrolling Interest in Subsidiary
|
|
Total Equity
|
||||||||||||||||||||||
|
|
Number of Shares of
Common
Stock
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained Earnings
|
|
Total
Stockholders’
Equity
|
|
|
||||||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Balance at December 31, 2014
|
|
16,448,750
|
|
|
$
|
164
|
|
|
$
|
143,475
|
|
|
$
|
4,445
|
|
|
$
|
148,084
|
|
|
$
|
2,342
|
|
|
$
|
150,426
|
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,688
|
|
|
21,688
|
|
|
(310
|
)
|
|
21,378
|
|
|||||||
Noncontrolling interest contribution
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,301
|
|
|
1,301
|
|
|||||||
Noncontrolling interest distribution
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,411
|
)
|
|
(2,411
|
)
|
|||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
3,884
|
|
|
—
|
|
|
3,884
|
|
|
—
|
|
|
3,884
|
|
|||||||
Shares net settled with the Company to satisfy minimum employee personal income tax liabilities resulting from share based compensation plans
|
|
(17,590
|
)
|
|
—
|
|
|
(248
|
)
|
|
—
|
|
—
|
|
(248
|
)
|
|
—
|
|
|
(248
|
)
|
||||||
Excess tax benefits from stock-based compensation
|
|
—
|
|
|
—
|
|
|
97
|
|
|
—
|
|
—
|
|
97
|
|
|
—
|
|
|
97
|
|
||||||
Shares issued through stock plans
|
|
86,970
|
|
|
1
|
|
|
16
|
|
|
—
|
|
69,380
|
|
17
|
|
|
—
|
|
|
17
|
|
||||||
Issuance of common stock, net of issuance costs
|
|
4,025,000
|
|
|
40
|
|
|
47,213
|
|
|
—
|
|
|
47,253
|
|
|
—
|
|
|
47,253
|
|
|||||||
Balance at December 31, 2015
|
|
20,543,130
|
|
|
205
|
|
|
194,437
|
|
|
26,133
|
|
|
220,775
|
|
|
922
|
|
|
221,697
|
|
|||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,022
|
|
|
21,022
|
|
|
(96
|
)
|
|
20,926
|
|
|||||||
Noncontrolling interest distribution
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(725
|
)
|
|
(725
|
)
|
|||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
3,471
|
|
|
—
|
|
|
3,471
|
|
|
—
|
|
|
3,471
|
|
|||||||
Shares net settled with the Company to satisfy minimum employee personal income tax liabilities resulting from share based compensation plans
|
|
(62,597
|
)
|
|
—
|
|
|
(648
|
)
|
|
—
|
|
|
(648
|
)
|
|
—
|
|
|
(648
|
)
|
|||||||
Excess tax provision from stock-based compensation
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
(97
|
)
|
|||||||
Shares issued through stock plans
|
|
231,633
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 31, 2016
|
|
20,712,166
|
|
|
207
|
|
|
197,161
|
|
|
47,155
|
|
|
244,523
|
|
|
101
|
|
|
244,624
|
|
|||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,152
|
|
|
17,152
|
|
|
(11
|
)
|
|
17,141
|
|
|||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
2,803
|
|
|
—
|
|
|
2,803
|
|
|
—
|
|
|
2,803
|
|
|||||||
Shares net settled with the Company to satisfy minimum employee personal income tax liabilities resulting from share based compensation plans
|
|
(56,092
|
)
|
|
—
|
|
|
(590
|
)
|
|
—
|
|
|
(590
|
)
|
|
—
|
|
|
(590
|
)
|
|||||||
Shares issued through stock plans
|
|
220,763
|
|
|
2
|
|
|
100
|
|
|
—
|
|
|
102
|
|
|
—
|
|
|
102
|
|
|||||||
Balance at December 31, 2017
|
|
20,876,837
|
|
|
$
|
209
|
|
|
$
|
199,474
|
|
|
$
|
64,307
|
|
|
$
|
263,990
|
|
|
$
|
90
|
|
|
$
|
264,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in thousands)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
17,141
|
|
|
$
|
20,926
|
|
|
$
|
21,378
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
|
||||||
Deferred taxes
|
(1,073
|
)
|
|
(918
|
)
|
|
(1,675
|
)
|
|||
Noncash deferred tax asset charge
|
3,190
|
|
|
—
|
|
|
—
|
|
|||
Amortization of equity based compensation
|
2,803
|
|
|
3,471
|
|
|
3,884
|
|
|||
Excess income tax provision/(benefit) from stock-based compensation
|
—
|
|
|
97
|
|
|
(97
|
)
|
|||
Inventory impairments
|
2,200
|
|
|
3,500
|
|
|
—
|
|
|||
Abandoned project costs
|
383
|
|
|
580
|
|
|
635
|
|
|||
Gain from notes payable principal reduction
|
—
|
|
|
(250
|
)
|
|
—
|
|
|||
Distributions of earnings from unconsolidated joint ventures
|
1,588
|
|
|
3,742
|
|
|
18,477
|
|
|||
Equity in net income of unconsolidated joint ventures
|
(866
|
)
|
|
(7,691
|
)
|
|
(13,767
|
)
|
|||
Deferred profit from unconsolidated joint ventures
|
821
|
|
|
646
|
|
|
(1,603
|
)
|
|||
Depreciation and amortization
|
449
|
|
|
511
|
|
|
473
|
|
|||
Net changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Restricted cash
|
161
|
|
|
396
|
|
|
(97
|
)
|
|||
Contracts and accounts receivable
|
4,670
|
|
|
(3,737
|
)
|
|
(10,796
|
)
|
|||
Due from affiliates
|
18
|
|
|
(344
|
)
|
|
1,683
|
|
|||
Real estate inventories
|
(114,930
|
)
|
|
(71,388
|
)
|
|
(65,942
|
)
|
|||
Other assets
|
(5,255
|
)
|
|
(756
|
)
|
|
(3,651
|
)
|
|||
Accounts payable
|
(9,546
|
)
|
|
6,171
|
|
|
9,790
|
|
|||
Accrued expenses and other liabilities
|
7,544
|
|
|
2,921
|
|
|
8,712
|
|
|||
Due to affiliates
|
—
|
|
|
(293
|
)
|
|
293
|
|
|||
Net cash used in operating activities
|
(90,702
|
)
|
|
(42,416
|
)
|
|
(32,303
|
)
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(195
|
)
|
|
(439
|
)
|
|
(418
|
)
|
|||
Cash assumed from joint venture at consolidation
|
995
|
|
|
2,009
|
|
|
—
|
|
|||
Contributions and advances to unconsolidated joint ventures
|
(27,479
|
)
|
|
(15,088
|
)
|
|
(15,028
|
)
|
|||
Distributions of capital and repayment of advances to unconsolidated joint ventures
|
15,577
|
|
|
15,307
|
|
|
32,026
|
|
|||
Interest collected on advances to unconsolidated joint ventures
|
552
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
(10,550
|
)
|
|
1,789
|
|
|
16,580
|
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Net proceeds from issuance of common stock
|
—
|
|
|
—
|
|
|
47,253
|
|
|||
Cash distributions to noncontrolling interest in subsidiary
|
—
|
|
|
(725
|
)
|
|
(2,411
|
)
|
|||
Borrowings from credit facility
|
88,000
|
|
|
223,050
|
|
|
99,450
|
|
|||
Repayments of credit facility
|
(206,000
|
)
|
|
(179,974
|
)
|
|
(125,000
|
)
|
|||
Proceeds from senior notes
|
324,465
|
|
|
—
|
|
|
—
|
|
|||
Borrowings from other notes payable
|
—
|
|
|
343
|
|
|
3,552
|
|
|||
Repayments of other notes payable
|
(4,110
|
)
|
|
(15,636
|
)
|
|
(5,171
|
)
|
|||
Payment of debt issuance costs
|
(7,565
|
)
|
|
(1,064
|
)
|
|
—
|
|
|||
Minimum tax withholding paid on behalf of employees for stock awards
|
(590
|
)
|
|
(648
|
)
|
|
(248
|
)
|
|||
Excess income tax (provision)/benefit from stock-based compensation
|
—
|
|
|
(97
|
)
|
|
97
|
|
|||
Proceeds from exercise of stock options
|
102
|
|
|
—
|
|
|
17
|
|
|||
Net cash provided by financing activities
|
194,302
|
|
|
25,249
|
|
|
17,539
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
93,050
|
|
|
(15,378
|
)
|
|
1,816
|
|
|||
Cash and cash equivalents – beginning of year
|
30,496
|
|
|
45,874
|
|
|
44,058
|
|
|||
Cash and cash equivalents – end of year
|
$
|
123,546
|
|
|
$
|
30,496
|
|
|
$
|
45,874
|
|
•
|
Participating rights - provide the noncontrolling equity holders the ability to direct significant financial and operational decision made in the ordinary course of business that most significantly influence the entity's economic performance.
|
•
|
Kick-out rights - allow the noncontrolling equity holders to remove the general partner or managing member without cause.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in thousands, except per share amounts)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Net income attributable to The New Home Company Inc.
|
$
|
17,152
|
|
|
$
|
21,022
|
|
|
$
|
21,688
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Basic weighted-average shares outstanding
|
20,849,736
|
|
|
20,685,386
|
|
|
16,767,513
|
|
|||
Effect of dilutive shares:
|
|
|
|
|
|
||||||
Stock options and unvested restricted stock units
|
145,762
|
|
|
106,059
|
|
|
173,575
|
|
|||
Diluted weighted-average shares outstanding
|
20,995,498
|
|
|
20,791,445
|
|
|
16,941,088
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per share attributable to The New Home Company Inc.
|
$
|
0.82
|
|
|
$
|
1.02
|
|
|
$
|
1.29
|
|
Diluted earnings per share attributable to The New Home Company Inc.
|
$
|
0.82
|
|
|
$
|
1.01
|
|
|
$
|
1.28
|
|
|
|
|
|
|
|
||||||
Antidilutive stock options and unvested restricted stock units not included in diluted earnings per share
|
7,074
|
|
|
849,977
|
|
|
7,414
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in thousands)
|
||||||
Contracts receivable:
|
|
|
|
||||
Costs incurred on fee building projects
|
$
|
184,827
|
|
|
$
|
178,103
|
|
Estimated earnings
|
5,497
|
|
|
8,404
|
|
||
|
190,324
|
|
|
186,507
|
|
||
Less: amounts collected during the period
|
(178,704
|
)
|
|
(162,203
|
)
|
||
Contracts receivable
|
$
|
11,620
|
|
|
$
|
24,304
|
|
|
|
|
|
||||
Contracts receivable:
|
|
|
|
||||
Billed
|
$
|
—
|
|
|
$
|
—
|
|
Unbilled
|
11,620
|
|
|
24,304
|
|
||
|
11,620
|
|
|
24,304
|
|
||
Accounts receivable:
|
|
|
|
||||
Escrow receivables
|
11,554
|
|
|
3,385
|
|
||
Other receivables
|
50
|
|
|
144
|
|
||
Contracts and accounts receivable
|
$
|
23,224
|
|
|
$
|
27,833
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in thousands)
|
||||||
Deposits and pre-acquisition costs
|
$
|
35,846
|
|
|
$
|
38,723
|
|
Land held and land under development
|
47,757
|
|
|
98,596
|
|
||
Homes completed or under construction
|
302,884
|
|
|
93,628
|
|
||
Model homes
|
29,656
|
|
|
55,981
|
|
||
|
$
|
416,143
|
|
|
$
|
286,928
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in Thousands)
|
||||||||||
Inventory impairments:
|
|
|
|
|
|
||||||
Home sales
|
$
|
2,200
|
|
|
$
|
2,350
|
|
|
$
|
—
|
|
Land sales
|
—
|
|
|
1,150
|
|
|
—
|
|
|||
Total inventory impairments
|
$
|
2,200
|
|
|
$
|
3,500
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Remaining carrying value of inventory impaired at year end
|
$
|
5,921
|
|
|
$
|
30,225
|
|
|
$
|
—
|
|
Number of projects impaired during the year
|
1
|
|
|
3
|
|
|
—
|
|
|||
Total number of projects subject to periodic impairment review during the year
(1)
|
26
|
|
|
27
|
|
|
18
|
|
|
(1)
|
Represents the peak number of real estate projects that we had during each respective year. The number of projects outstanding at the end of each year may be less than the number of projects listed herein.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in thousands)
|
||||||||||
Interest incurred
|
$
|
21,978
|
|
|
$
|
7,484
|
|
|
$
|
4,722
|
|
Interest capitalized to inventory
|
(20,394
|
)
|
|
(7,484
|
)
|
|
(4,722
|
)
|
|||
Interest capitalized to investment in unconsolidated joint ventures
|
(1,584
|
)
|
|
—
|
|
|
—
|
|
|||
Interest expensed
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Capitalized interest in beginning inventory
|
$
|
6,342
|
|
|
$
|
4,190
|
|
|
$
|
2,328
|
|
Interest capitalized as a cost of inventory
|
20,394
|
|
|
7,484
|
|
|
4,722
|
|
|||
Capitalized interest acquired from unconsolidated joint venture at consolidation
|
738
|
|
|
—
|
|
|
—
|
|
|||
Contribution to unconsolidated joint ventures
|
—
|
|
|
(1
|
)
|
|
(264
|
)
|
|||
Previously capitalized interest included in cost of sales
|
(11,021
|
)
|
|
(5,331
|
)
|
|
(2,511
|
)
|
|||
Interest previously capitalized as a cost of inventory, included in other expense
|
—
|
|
|
—
|
|
|
(85
|
)
|
|||
Capitalized interest in ending inventory
|
$
|
16,453
|
|
|
$
|
6,342
|
|
|
$
|
4,190
|
|
|
|
|
|
|
|
||||||
Capitalized interest in beginning investment in unconsolidated joint ventures
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest capitalized to investment in unconsolidated joint ventures
|
1,584
|
|
|
—
|
|
|
—
|
|
|||
Capitalized interest transferred from investment in unconsolidated joint venture to inventory upon consolidation
|
(76
|
)
|
|
—
|
|
|
—
|
|
|||
Previously capitalized interest included in equity in net income of consolidated joint ventures
|
(36
|
)
|
|
—
|
|
|
—
|
|
|||
Capitalized interest in ending investments in unconsolidated joint ventures
|
$
|
1,472
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total capitalized interest in ending inventory and investments in unconsolidated joint ventures
|
$
|
17,925
|
|
|
$
|
6,342
|
|
|
$
|
4,190
|
|
|
|
|
|
|
|
||||||
Capitalized interest as a percentage of inventory
|
4.0
|
%
|
|
2.2
|
%
|
|
2.1
|
%
|
|||
Interest included in cost of sales as a percentage of home sales revenue
|
2.0
|
%
|
|
1.0
|
%
|
|
0.9
|
%
|
|||
|
|
|
|
|
|
||||||
Capitalized interest as a percentage of investment in and advances to unconsolidated joint ventures
|
2.6
|
%
|
|
—
|
%
|
|
—
|
%
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in thousands)
|
||||||
Cash and cash equivalents
|
$
|
30,017
|
|
|
$
|
33,683
|
|
Restricted cash
|
15,041
|
|
|
8,374
|
|
||
Real estate inventories
|
396,850
|
|
|
386,487
|
|
||
Other assets
|
3,942
|
|
|
1,664
|
|
||
Total assets
|
$
|
445,850
|
|
|
$
|
430,208
|
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
34,959
|
|
|
$
|
28,706
|
|
Notes payable
|
78,341
|
|
|
97,664
|
|
||
Total liabilities
|
113,300
|
|
|
126,370
|
|
||
The New Home Company's equity
|
50,523
|
|
|
46,857
|
|
||
Other partners' equity
|
282,027
|
|
|
256,981
|
|
||
Total equity
|
332,550
|
|
|
303,838
|
|
||
Total liabilities and equity
|
$
|
445,850
|
|
|
$
|
430,208
|
|
Debt-to-capitalization ratio
|
19.1
|
%
|
|
24.3
|
%
|
||
Debt-to-equity ratio
|
23.6
|
%
|
|
32.1
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in thousands)
|
||||||||||
Revenues
|
$
|
147,447
|
|
|
$
|
233,219
|
|
|
$
|
409,881
|
|
Cost of sales and expenses
|
147,976
|
|
|
207,028
|
|
|
344,687
|
|
|||
Net (loss) income of unconsolidated joint ventures
|
$
|
(529
|
)
|
|
$
|
26,191
|
|
|
$
|
65,194
|
|
Equity in net income of unconsolidated joint ventures reflected in the accompanying consolidated statements of operations
|
$
|
866
|
|
|
$
|
7,691
|
|
|
$
|
13,767
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in thousands)
|
||||||
Capitalized selling and marketing costs
(1)
|
$
|
11,232
|
|
|
$
|
10,101
|
|
Deferred tax asset, net
|
6,317
|
|
|
8,434
|
|
||
Property and equipment, net of accumulated depreciation and amortization
|
603
|
|
|
857
|
|
||
Warranty insurance receivable
(2)
|
1,202
|
|
|
—
|
|
||
Prepaid expenses
|
4,937
|
|
|
1,907
|
|
||
|
$
|
24,291
|
|
|
$
|
21,299
|
|
|
(1)
|
The Company amortized
$11.3 million
,
$9.2 million
and
$4.8 million
of capitalized selling and marketing project costs to selling and marketing expenses during the years ended December 31,
2017
,
2016
and
2015
, respectively.
|
(2)
|
Of the
$1.2 million
added in the current year, approximately
$0.6 million
related to prior year estimated warranty insurance recoveries. For further discussion, please see Note 7 to our consolidated financial statements.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in thousands)
|
||||||
Warranty accrual
(1)
|
$
|
6,859
|
|
|
$
|
4,931
|
|
Accrued compensation and benefits
|
9,164
|
|
|
6,786
|
|
||
Accrued interest
|
6,217
|
|
|
648
|
|
||
Completion reserve
|
5,792
|
|
|
1,355
|
|
||
Income taxes payable
|
6,368
|
|
|
7,147
|
|
||
Deferred profit from unconsolidated joint ventures
|
136
|
|
|
957
|
|
||
Other accrued expenses
|
3,518
|
|
|
1,594
|
|
||
|
$
|
38,054
|
|
|
$
|
23,418
|
|
|
(1)
|
Included in this amount for 2017 is approximately
$1.2 million
of additional warranty liabilities estimated to be covered by our insurance policies that were adjusted to present the warranty reserves and related estimated warranty insurance receivable on a gross basis at December 31, 2017. Of the
$1.2 million
adjusted in the current year, approximately
$0.6 million
related to prior year estimated warranty insurance recoveries. For further details, see Note 6 to our consolidated financial statements.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in thousands)
|
||||||||||
Beginning warranty accrual for homebuilding projects
|
$
|
4,608
|
|
|
$
|
3,846
|
|
|
$
|
1,277
|
|
Warranty provision for homebuilding projects
|
1,825
|
|
|
1,921
|
|
|
2,802
|
|
|||
Warranty assumed from joint ventures at consolidation
|
781
|
|
|
469
|
|
|
—
|
|
|||
Warranty payments for homebuilding projects
|
(989
|
)
|
|
(563
|
)
|
|
(233
|
)
|
|||
Adjustment to warranty accrual
(1)
|
409
|
|
|
(1,065
|
)
|
|
—
|
|
|||
Ending warranty accrual for homebuilding projects
|
6,634
|
|
|
4,608
|
|
|
3,846
|
|
|||
|
|
|
|
|
|
||||||
Beginning warranty accrual for fee building projects
|
323
|
|
|
335
|
|
|
301
|
|
|||
Warranty provision for fee building projects
|
—
|
|
|
—
|
|
|
57
|
|
|||
Warranty efforts for fee building projects
|
(3
|
)
|
|
(12
|
)
|
|
(23
|
)
|
|||
Adjustment to warranty accrual for fee building projects
|
(95
|
)
|
|
—
|
|
|
—
|
|
|||
Ending warranty accrual for fee building projects
|
225
|
|
|
323
|
|
|
335
|
|
|||
Total ending warranty accrual
|
$
|
6,859
|
|
|
$
|
4,931
|
|
|
$
|
4,181
|
|
|
(1)
|
Included in this amount for 2017 is approximately
$1.2 million
of additional warranty liabilities estimated to be covered by our insurance policies that were adjusted to present the warranty reserves and related estimated warranty insurance receivable on a gross basis at December 31, 2017. Of the
$1.2 million
adjusted in the current year, approximately
$0.6 million
related to prior year estimated warranty insurance recoveries. For further details, see Note 6. Netted against this amount is a warranty accrual adjustment recorded in 2017 of
$0.8 million
related to a lower experience rate of expected warranty expenditures.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in thousands)
|
||||||
7.25% Senior Notes due 2022, net
|
$
|
318,656
|
|
|
$
|
—
|
|
Unsecured revolving credit facility
|
—
|
|
|
118,000
|
|
||
Total Notes Payable
|
$
|
318,656
|
|
|
$
|
118,000
|
|
2018
|
$
|
—
|
|
2019
|
—
|
|
|
2020
|
—
|
|
|
2021
|
—
|
|
|
2022
|
325,000
|
|
|
|
$
|
325,000
|
|
•
|
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
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
|
(dollars in thousands)
|
||||||||||||||
7.25% Senior Notes due 2022, net
(1)
|
$
|
318,656
|
|
|
$
|
336,375
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unsecured revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
118,000
|
|
|
$
|
118,000
|
|
|
|
2018
|
$
|
1,202
|
|
2019
|
1,224
|
|
|
2020
|
1,120
|
|
|
2021
|
285
|
|
|
2022
|
—
|
|
|
Thereafter
|
—
|
|
|
|
$
|
3,831
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Number of Shares
|
|
Weighted-Average Exercise Price per Share
|
|
Number of Shares
|
|
Weighted-Average Exercise Price per Share
|
|
Number of Shares
|
|
Weighted-Average Exercise Price per Share
|
|||||||||
Outstanding Stock Option Activity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Outstanding, beginning of period
|
835,786
|
|
|
$
|
11.00
|
|
|
840,298
|
|
|
$
|
11.00
|
|
|
846,874
|
|
|
$
|
11.00
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Exercised
|
(9,288
|
)
|
|
$
|
11.00
|
|
|
—
|
|
|
$
|
—
|
|
|
(1,584
|
)
|
|
$
|
11.00
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
|
(4,512
|
)
|
|
$
|
11.00
|
|
|
(4,992
|
)
|
|
$
|
11.00
|
|
Outstanding, end of period
|
826,498
|
|
|
$
|
11.00
|
|
|
835,786
|
|
|
$
|
11.00
|
|
|
840,298
|
|
|
$
|
11.00
|
|
Exercisable, end of period
|
826,498
|
|
|
$
|
11.00
|
|
|
42,042
|
|
|
$
|
11.00
|
|
|
23,133
|
|
|
$
|
11.00
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Number of Shares
|
|
Weighted-Average Grant-Date Fair Value per Share
|
|
Number of Shares
|
|
Weighted-Average Grant-Date Fair Value per Share
|
|
Number of Shares
|
|
Weighted-Average Grant-Date Fair Value per Share
|
|||||||||
Restricted Stock Unit Activity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Outstanding, beginning of period
|
474,989
|
|
|
$
|
10.66
|
|
|
308,386
|
|
|
$
|
14.20
|
|
|
112,233
|
|
|
$
|
11.36
|
|
Granted
|
343,933
|
|
|
$
|
10.84
|
|
|
414,045
|
|
|
$
|
10.05
|
|
|
294,355
|
|
|
$
|
14.46
|
|
Vested
|
(211,475
|
)
|
|
$
|
10.76
|
|
|
(231,633
|
)
|
|
$
|
14.22
|
|
|
(85,386
|
)
|
|
$
|
11.48
|
|
Forfeited
|
(45,365
|
)
|
|
$
|
10.79
|
|
|
(15,809
|
)
|
|
$
|
11.62
|
|
|
(12,816
|
)
|
|
$
|
13.44
|
|
Outstanding, end of period
|
562,082
|
|
|
$
|
10.72
|
|
|
474,989
|
|
|
$
|
10.66
|
|
|
308,386
|
|
|
$
|
14.20
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in thousands)
|
||||||||||
Expense related to:
|
|
|
|
|
|
||||||
Stock options
|
$
|
11
|
|
|
$
|
1,054
|
|
|
$
|
1,184
|
|
Restricted stock units
|
2,792
|
|
|
2,417
|
|
|
2,700
|
|
|||
|
$
|
2,803
|
|
|
$
|
3,471
|
|
|
$
|
3,884
|
|
|
Period Ended January 30,
|
|
Year Ended December 31,
|
||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Expected term (in years)
|
1.0
|
|
|
1.1
|
|
|
2.1
|
|
|||
Expected volatility
|
34.9
|
%
|
|
36.7
|
%
|
|
28.2
|
%
|
|||
Risk-free interest rate
|
0.8
|
%
|
|
0.9
|
%
|
|
1.1
|
%
|
|||
Expected dividends
|
—
|
|
|
—
|
|
|
—
|
|
|||
Re-measurement date fair value per share
|
$
|
1.32
|
|
|
$
|
2.14
|
|
|
$
|
3.21
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in thousands)
|
||||||||||
Current provision for income taxes:
|
|
|
|
|
|
||||||
Federal
|
$
|
10,243
|
|
|
$
|
10,321
|
|
|
$
|
10,822
|
|
State
|
3,030
|
|
|
3,375
|
|
|
3,386
|
|
|||
|
13,273
|
|
|
13,696
|
|
|
14,208
|
|
|||
Deferred provision (benefit) for income taxes:
|
|
|
|
|
|
||||||
Federal
|
2,341
|
|
|
(506
|
)
|
|
(1,522
|
)
|
|||
State
|
(224
|
)
|
|
(166
|
)
|
|
(153
|
)
|
|||
|
2,117
|
|
|
(672
|
)
|
|
(1,675
|
)
|
|||
Provision for income taxes
|
$
|
15,390
|
|
|
$
|
13,024
|
|
|
$
|
12,533
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in thousands)
|
||||||||||
Income before taxes of taxable entities
|
$
|
32,531
|
|
|
$
|
33,950
|
|
|
$
|
33,911
|
|
Provision for income taxes at federal statutory rate
|
$
|
(11,386
|
)
|
|
$
|
(11,883
|
)
|
|
$
|
(11,869
|
)
|
(Increases) decreases in tax resulting from:
|
|
|
|
|
|
||||||
Provisional rate adjustment - tax reform
|
(3,190
|
)
|
|
—
|
|
|
—
|
|
|||
State income taxes, net of federal benefit
|
(1,860
|
)
|
|
(1,977
|
)
|
|
(1,979
|
)
|
|||
Manufacturing deduction
|
958
|
|
|
1,142
|
|
|
1,274
|
|
|||
Other
|
88
|
|
|
(306
|
)
|
|
41
|
|
|||
Provision for income taxes
|
$
|
(15,390
|
)
|
|
$
|
(13,024
|
)
|
|
$
|
(12,533
|
)
|
Effective tax rate
|
47.3
|
%
|
|
38.4
|
%
|
|
37.0
|
%
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in thousands)
|
||||||
State taxes
|
$
|
633
|
|
|
$
|
1,229
|
|
Reserves and accruals
|
1,893
|
|
|
2,407
|
|
||
Intangible assets
|
207
|
|
|
359
|
|
||
Share based compensation
|
1,585
|
|
|
2,118
|
|
||
Inventory
|
627
|
|
|
1,150
|
|
||
Investments in joint ventures
|
1,411
|
|
|
1,290
|
|
||
Depreciation and amortization
|
(39
|
)
|
|
(119
|
)
|
||
Deferred tax asset, net
|
$
|
6,317
|
|
|
$
|
8,434
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in thousands)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Homebuilding
|
$
|
560,842
|
|
|
$
|
507,949
|
|
|
$
|
280,209
|
|
Fee building, including management fees
|
190,324
|
|
|
186,507
|
|
|
149,890
|
|
|||
Total
|
$
|
751,166
|
|
|
$
|
694,456
|
|
|
$
|
430,099
|
|
|
|
|
|
|
|
||||||
Pretax income:
|
|
|
|
|
|
||||||
Homebuilding
|
$
|
27,034
|
|
|
$
|
25,546
|
|
|
$
|
23,698
|
|
Fee building, including management fees
|
5,497
|
|
|
8,404
|
|
|
10,213
|
|
|||
Total
|
$
|
32,531
|
|
|
$
|
33,950
|
|
|
$
|
33,911
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in thousands)
|
||||||
Assets:
|
|
|
|
||||
Homebuilding
|
$
|
631,087
|
|
|
$
|
393,095
|
|
Fee building
|
13,425
|
|
|
26,041
|
|
||
Total
|
$
|
644,512
|
|
|
$
|
419,136
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Total
|
||||||||||
|
(Dollars in thousands, except per share amounts)
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sales revenue
|
$
|
69,406
|
|
|
$
|
96,929
|
|
|
$
|
114,622
|
|
|
$
|
279,885
|
|
|
$
|
560,842
|
|
Cost of home sales
|
60,065
|
|
|
82,488
|
|
|
95,992
|
|
|
234,668
|
|
|
473,213
|
|
|||||
Home sales impairments
|
—
|
|
|
1,300
|
|
|
—
|
|
|
900
|
|
|
2,200
|
|
|||||
Homebuilding gross margin
|
$
|
9,341
|
|
|
$
|
13,141
|
|
|
$
|
18,630
|
|
|
$
|
44,317
|
|
|
$
|
85,429
|
|
Fee building revenue
|
$
|
55,617
|
|
|
$
|
47,181
|
|
|
$
|
43,309
|
|
|
$
|
44,217
|
|
|
$
|
190,324
|
|
Cost of fee building
|
53,926
|
|
|
45,899
|
|
|
41,808
|
|
|
43,194
|
|
|
184,827
|
|
|||||
Fee building gross margin
|
$
|
1,691
|
|
|
$
|
1,282
|
|
|
$
|
1,501
|
|
|
$
|
1,023
|
|
|
$
|
5,497
|
|
Pretax income
|
$
|
1,360
|
|
|
$
|
2,505
|
|
|
$
|
6,974
|
|
|
$
|
21,692
|
|
|
$
|
32,531
|
|
Net income attributable to The New Home Company Inc.
|
$
|
846
|
|
|
$
|
1,517
|
|
|
$
|
4,318
|
|
|
$
|
10,471
|
|
|
$
|
17,152
|
|
Basic earnings per share
attributable to The New Home Company Inc.
(1)
|
$
|
0.04
|
|
|
$
|
0.07
|
|
|
$
|
0.21
|
|
|
$
|
0.50
|
|
|
$
|
0.82
|
|
Diluted earnings per share attributable to The New Home Company Inc.
(1)
|
$
|
0.04
|
|
|
$
|
0.07
|
|
|
$
|
0.21
|
|
|
$
|
0.50
|
|
|
$
|
0.82
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sales revenue
|
$
|
42,303
|
|
|
$
|
78,836
|
|
|
$
|
125,142
|
|
|
$
|
261,668
|
|
|
$
|
507,949
|
|
Cost of home sales
|
36,670
|
|
|
69,390
|
|
|
105,799
|
|
|
221,700
|
|
|
433,559
|
|
|||||
Home sales impairments
|
—
|
|
|
—
|
|
|
—
|
|
|
2,350
|
|
|
2,350
|
|
|||||
Homebuilding gross margin
|
$
|
5,633
|
|
|
$
|
9,446
|
|
|
$
|
19,343
|
|
|
$
|
37,618
|
|
|
$
|
72,040
|
|
Land sale impairment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,150
|
|
|
$
|
1,150
|
|
Land sales gross margin
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,150
|
)
|
|
$
|
(1,150
|
)
|
Fee building revenue
|
$
|
42,937
|
|
|
$
|
30,028
|
|
|
$
|
52,761
|
|
|
$
|
60,781
|
|
|
$
|
186,507
|
|
Cost of fee building
|
40,914
|
|
|
28,317
|
|
|
50,832
|
|
|
58,040
|
|
|
178,103
|
|
|||||
Fee building gross margin
|
$
|
2,023
|
|
|
$
|
1,711
|
|
|
$
|
1,929
|
|
|
$
|
2,741
|
|
|
$
|
8,404
|
|
Pretax (loss) income
|
$
|
(1,111
|
)
|
|
$
|
3,939
|
|
|
$
|
9,042
|
|
|
$
|
22,080
|
|
|
$
|
33,950
|
|
Net (loss) income attributable to The New Home Company Inc.
|
$
|
(814
|
)
|
|
$
|
2,509
|
|
|
$
|
5,547
|
|
|
$
|
13,780
|
|
|
$
|
21,022
|
|
Basic (loss) earnings per share
attributable to The New Home Company Inc.
(1)
|
$
|
(0.04
|
)
|
|
$
|
0.12
|
|
|
$
|
0.27
|
|
|
$
|
0.67
|
|
|
$
|
1.02
|
|
Diluted (loss) earnings per share attributable to The New Home Company Inc.
(1)
|
$
|
(0.04
|
)
|
|
$
|
0.12
|
|
|
$
|
0.27
|
|
|
$
|
0.66
|
|
|
$
|
1.01
|
|
|
(1)
|
Some amounts do not add to our full year results presented on our consolidated statement of operations due to rounding differences in quarterly and annual weighted average share calculations.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in thousands)
|
||||||||||
Supplemental disclosures of cash flow information
|
|
|
|
|
|
||||||
Interest paid, net of amounts capitalized
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Income taxes paid
|
$
|
14,050
|
|
|
$
|
13,670
|
|
|
$
|
11,261
|
|
Supplemental disclosures of noncash transactions
|
|
|
|
|
|
||||||
Purchase of real estate with notes payable to affiliate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
747
|
|
Contribution of real estate to unconsolidated joint ventures
|
$
|
—
|
|
|
$
|
798
|
|
|
$
|
18,828
|
|
Contribution of real estate from noncontrolling interest in subsidiary
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,301
|
|
Assets assumed from unconsolidated joint ventures
|
$
|
26,613
|
|
|
$
|
46,811
|
|
|
$
|
—
|
|
Liabilities and equity assumed from unconsolidated joint ventures
|
$
|
27,608
|
|
|
$
|
47,197
|
|
|
$
|
—
|
|
|
December 31, 2017
|
||||||||||||||||||
|
NWHM Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Consolidated NWHM
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
99,586
|
|
|
$
|
23,772
|
|
|
$
|
188
|
|
|
$
|
—
|
|
|
$
|
123,546
|
|
Restricted cash
|
—
|
|
|
424
|
|
|
—
|
|
|
—
|
|
|
424
|
|
|||||
Contracts and accounts receivable
|
10
|
|
|
24,238
|
|
|
—
|
|
|
(1,024
|
)
|
|
23,224
|
|
|||||
Intercompany receivables
|
129,414
|
|
|
—
|
|
|
—
|
|
|
(129,414
|
)
|
|
—
|
|
|||||
Due from affiliates
|
—
|
|
|
1,060
|
|
|
—
|
|
|
—
|
|
|
1,060
|
|
|||||
Real estate inventories
|
—
|
|
|
416,143
|
|
|
—
|
|
|
—
|
|
|
416,143
|
|
|||||
Investment in and advances to unconsolidated joint ventures
|
—
|
|
|
55,824
|
|
|
—
|
|
|
—
|
|
|
55,824
|
|
|||||
Investment in subsidiaries
|
356,443
|
|
|
—
|
|
|
—
|
|
|
(356,443
|
)
|
|
—
|
|
|||||
Other assets
|
8,464
|
|
|
15,827
|
|
|
—
|
|
|
—
|
|
|
24,291
|
|
|||||
Total assets
|
$
|
593,917
|
|
|
$
|
537,288
|
|
|
$
|
188
|
|
|
$
|
(486,881
|
)
|
|
$
|
644,512
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
237
|
|
|
$
|
23,479
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
23,722
|
|
Accrued expenses and other liabilities
|
11,034
|
|
|
27,954
|
|
|
80
|
|
|
(1,014
|
)
|
|
38,054
|
|
|||||
Intercompany payables
|
—
|
|
|
129,414
|
|
|
—
|
|
|
(129,414
|
)
|
|
—
|
|
|||||
Due to affiliates
|
—
|
|
|
10
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|||||
Senior notes, net
|
318,656
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
318,656
|
|
|||||
Total liabilities
|
329,927
|
|
|
180,857
|
|
|
86
|
|
|
(130,438
|
)
|
|
380,432
|
|
|||||
Stockholders' equity
|
263,990
|
|
|
356,431
|
|
|
12
|
|
|
(356,443
|
)
|
|
263,990
|
|
|||||
Noncontrolling interest in subsidiary
|
—
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
90
|
|
|||||
Total equity
|
263,990
|
|
|
356,431
|
|
|
102
|
|
|
(356,443
|
)
|
|
264,080
|
|
|||||
Total liabilities and equity
|
$
|
593,917
|
|
|
$
|
537,288
|
|
|
$
|
188
|
|
|
$
|
(486,881
|
)
|
|
$
|
644,512
|
|
|
December 31, 2016
|
||||||||||||||||||
|
NWHM Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Consolidated NWHM
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
16,385
|
|
|
$
|
13,842
|
|
|
$
|
269
|
|
|
$
|
—
|
|
|
$
|
30,496
|
|
Restricted cash
|
—
|
|
|
585
|
|
|
—
|
|
|
—
|
|
|
585
|
|
|||||
Contracts and accounts receivable
|
30
|
|
|
29,774
|
|
|
—
|
|
|
(1,971
|
)
|
|
27,833
|
|
|||||
Intercompany receivables
|
73,972
|
|
|
—
|
|
|
—
|
|
|
(73,972
|
)
|
|
—
|
|
|||||
Due from affiliates
|
—
|
|
|
1,138
|
|
|
—
|
|
|
—
|
|
|
1,138
|
|
|||||
Real estate inventories
|
—
|
|
|
286,928
|
|
|
—
|
|
|
—
|
|
|
286,928
|
|
|||||
Investment in and advances to unconsolidated joint ventures
|
—
|
|
|
50,857
|
|
|
—
|
|
|
—
|
|
|
50,857
|
|
|||||
Investment in subsidiaries
|
268,411
|
|
|
—
|
|
|
—
|
|
|
(268,411
|
)
|
|
—
|
|
|||||
Other assets
|
9,381
|
|
|
11,918
|
|
|
—
|
|
|
—
|
|
|
21,299
|
|
|||||
Total assets
|
$
|
368,179
|
|
|
$
|
395,042
|
|
|
$
|
269
|
|
|
$
|
(344,354
|
)
|
|
$
|
419,136
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
167
|
|
|
$
|
32,900
|
|
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
33,094
|
|
Accrued expenses and other liabilities
|
5,489
|
|
|
19,763
|
|
|
108
|
|
|
(1,942
|
)
|
|
23,418
|
|
|||||
Intercompany payables
|
—
|
|
|
73,972
|
|
|
—
|
|
|
(73,972
|
)
|
|
—
|
|
|||||
Due to affiliates
|
—
|
|
|
29
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|||||
Unsecured revolving credit facility
|
118,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118,000
|
|
|||||
Total liabilities
|
123,656
|
|
|
126,664
|
|
|
135
|
|
|
(75,943
|
)
|
|
174,512
|
|
|||||
Stockholders' equity
|
244,523
|
|
|
268,378
|
|
|
33
|
|
|
(268,411
|
)
|
|
244,523
|
|
|||||
Noncontrolling interest in subsidiary
|
—
|
|
|
—
|
|
|
101
|
|
|
—
|
|
|
101
|
|
|||||
Total equity
|
244,523
|
|
|
268,378
|
|
|
$
|
134
|
|
|
(268,411
|
)
|
|
244,624
|
|
||||
Total liabilities and equity
|
$
|
368,179
|
|
|
$
|
395,042
|
|
|
$
|
269
|
|
|
$
|
(344,354
|
)
|
|
$
|
419,136
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
NWHM Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Consolidated NWHM
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sales
|
$
|
—
|
|
|
$
|
560,842
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
560,842
|
|
Fee building
|
—
|
|
|
190,324
|
|
|
—
|
|
|
—
|
|
|
190,324
|
|
|||||
|
—
|
|
|
751,166
|
|
|
—
|
|
|
—
|
|
|
751,166
|
|
|||||
Cost of Sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sales
|
—
|
|
|
473,181
|
|
|
32
|
|
|
—
|
|
|
473,213
|
|
|||||
Home sales impairments
|
—
|
|
|
2,200
|
|
|
—
|
|
|
—
|
|
|
2,200
|
|
|||||
Fee building
|
—
|
|
|
184,827
|
|
|
—
|
|
|
—
|
|
|
184,827
|
|
|||||
|
—
|
|
|
660,208
|
|
|
32
|
|
|
—
|
|
|
660,240
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross Margin:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sales
|
—
|
|
|
85,461
|
|
|
(32
|
)
|
|
—
|
|
|
85,429
|
|
|||||
Fee building
|
—
|
|
|
5,497
|
|
|
—
|
|
|
—
|
|
|
5,497
|
|
|||||
|
—
|
|
|
90,958
|
|
|
(32
|
)
|
|
—
|
|
|
90,926
|
|
|||||
Selling and marketing expenses
|
—
|
|
|
(32,702
|
)
|
|
—
|
|
|
—
|
|
|
(32,702
|
)
|
|||||
General and administrative expenses
|
(2,403
|
)
|
|
(23,927
|
)
|
|
—
|
|
|
—
|
|
|
(26,330
|
)
|
|||||
Equity in net income of unconsolidated joint ventures
|
—
|
|
|
866
|
|
|
—
|
|
|
—
|
|
|
866
|
|
|||||
Equity in net income of subsidiaries
|
21,773
|
|
|
—
|
|
|
—
|
|
|
(21,773
|
)
|
|
—
|
|
|||||
Other income (expense), net
|
107
|
|
|
(336
|
)
|
|
—
|
|
|
—
|
|
|
(229
|
)
|
|||||
Pretax income (loss)
|
19,477
|
|
|
34,859
|
|
|
(32
|
)
|
|
(21,773
|
)
|
|
32,531
|
|
|||||
Provision for income taxes
|
(2,325
|
)
|
|
(13,065
|
)
|
|
—
|
|
|
—
|
|
|
(15,390
|
)
|
|||||
Net income (loss)
|
17,152
|
|
|
21,794
|
|
|
(32
|
)
|
|
(21,773
|
)
|
|
17,141
|
|
|||||
Net loss attributable to noncontrolling interest in subsidiary
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
Net income (loss) attributable to The New Home Company Inc.
|
$
|
17,152
|
|
|
$
|
21,794
|
|
|
$
|
(21
|
)
|
|
$
|
(21,773
|
)
|
|
$
|
17,152
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
NWHM Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Consolidated NWHM
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sales
|
$
|
—
|
|
|
$
|
502,792
|
|
|
$
|
5,157
|
|
|
$
|
—
|
|
|
$
|
507,949
|
|
Fee building
|
—
|
|
|
186,662
|
|
|
—
|
|
|
(155
|
)
|
|
186,507
|
|
|||||
|
—
|
|
|
689,454
|
|
|
5,157
|
|
|
(155
|
)
|
|
694,456
|
|
|||||
Cost of Sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sales
|
—
|
|
|
428,881
|
|
|
4,678
|
|
|
—
|
|
|
433,559
|
|
|||||
Home sales impairments
|
—
|
|
|
2,350
|
|
|
—
|
|
|
—
|
|
|
2,350
|
|
|||||
Land sales impairment
|
—
|
|
|
1,150
|
|
|
—
|
|
|
—
|
|
|
1,150
|
|
|||||
Fee building
|
2,240
|
|
|
175,863
|
|
|
—
|
|
|
—
|
|
|
178,103
|
|
|||||
|
2,240
|
|
|
608,244
|
|
|
4,678
|
|
|
—
|
|
|
615,162
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross Margin:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sales
|
—
|
|
|
71,561
|
|
|
479
|
|
|
—
|
|
|
72,040
|
|
|||||
Land sales
|
—
|
|
|
(1,150
|
)
|
|
—
|
|
|
—
|
|
|
(1,150
|
)
|
|||||
Fee building
|
(2,240
|
)
|
|
10,799
|
|
|
—
|
|
|
(155
|
)
|
|
8,404
|
|
|||||
|
(2,240
|
)
|
|
81,210
|
|
|
479
|
|
|
(155
|
)
|
|
79,294
|
|
|||||
Selling and marketing expenses
|
—
|
|
|
(26,058
|
)
|
|
(686
|
)
|
|
—
|
|
|
(26,744
|
)
|
|||||
General and administrative expenses
|
(14,719
|
)
|
|
(11,163
|
)
|
|
—
|
|
|
—
|
|
|
(25,882
|
)
|
|||||
Equity in net income of unconsolidated joint ventures
|
—
|
|
|
7,691
|
|
|
—
|
|
|
—
|
|
|
7,691
|
|
|||||
Equity in net income of subsidiaries
|
32,091
|
|
|
—
|
|
|
—
|
|
|
(32,091
|
)
|
|
—
|
|
|||||
Other income (expense), net
|
(119
|
)
|
|
(303
|
)
|
|
(142
|
)
|
|
155
|
|
|
(409
|
)
|
|||||
Pretax income (loss)
|
15,013
|
|
|
51,377
|
|
|
(349
|
)
|
|
(32,091
|
)
|
|
33,950
|
|
|||||
Benefit (provision) for income taxes
|
6,009
|
|
|
(19,033
|
)
|
|
—
|
|
|
—
|
|
|
(13,024
|
)
|
|||||
Net income (loss)
|
21,022
|
|
|
32,344
|
|
|
(349
|
)
|
|
(32,091
|
)
|
|
20,926
|
|
|||||
Net loss attributable to noncontrolling interest in subsidiary
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
96
|
|
|||||
Net income (loss) attributable to The New Home Company Inc.
|
$
|
21,022
|
|
|
$
|
32,344
|
|
|
$
|
(253
|
)
|
|
$
|
(32,091
|
)
|
|
$
|
21,022
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
NWHM Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Consolidated NWHM
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sales
|
$
|
—
|
|
|
$
|
269,225
|
|
|
$
|
10,984
|
|
|
$
|
—
|
|
|
$
|
280,209
|
|
Fee building
|
—
|
|
|
150,220
|
|
|
—
|
|
|
(330
|
)
|
|
149,890
|
|
|||||
|
—
|
|
|
419,445
|
|
|
10,984
|
|
|
(330
|
)
|
|
430,099
|
|
|||||
Cost of Sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sales
|
—
|
|
|
225,379
|
|
|
9,853
|
|
|
—
|
|
|
235,232
|
|
|||||
Fee building
|
1,735
|
|
|
137,942
|
|
|
—
|
|
|
—
|
|
|
139,677
|
|
|||||
|
1,735
|
|
|
363,321
|
|
|
9,853
|
|
|
—
|
|
|
374,909
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross Margin:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home sales
|
—
|
|
|
43,846
|
|
|
1,131
|
|
|
—
|
|
|
44,977
|
|
|||||
Fee building
|
(1,735
|
)
|
|
12,278
|
|
|
—
|
|
|
(330
|
)
|
|
10,213
|
|
|||||
|
(1,735
|
)
|
|
56,124
|
|
|
1,131
|
|
|
(330
|
)
|
|
55,190
|
|
|||||
Selling and marketing expenses
|
—
|
|
|
(12,378
|
)
|
|
(1,363
|
)
|
|
—
|
|
|
(13,741
|
)
|
|||||
General and administrative expenses
|
(13,602
|
)
|
|
(6,676
|
)
|
|
—
|
|
|
—
|
|
|
(20,278
|
)
|
|||||
Equity in net income of unconsolidated joint ventures
|
—
|
|
|
13,767
|
|
|
—
|
|
|
—
|
|
|
13,767
|
|
|||||
Equity in net income of subsidiaries
|
31,423
|
|
|
—
|
|
|
—
|
|
|
(31,423
|
)
|
|
—
|
|
|||||
Other income (expense), net
|
(301
|
)
|
|
(414
|
)
|
|
(642
|
)
|
|
330
|
|
|
(1,027
|
)
|
|||||
Pretax income (loss)
|
15,785
|
|
|
50,423
|
|
|
(874
|
)
|
|
(31,423
|
)
|
|
33,911
|
|
|||||
Benefit (provision) for income taxes
|
5,903
|
|
|
(18,436
|
)
|
|
—
|
|
|
—
|
|
|
(12,533
|
)
|
|||||
Net income (loss)
|
21,688
|
|
|
31,987
|
|
|
(874
|
)
|
|
(31,423
|
)
|
|
21,378
|
|
|||||
Net loss attributable to noncontrolling interest in subsidiary
|
—
|
|
|
—
|
|
|
310
|
|
|
—
|
|
|
310
|
|
|||||
Net income (loss) attributable to The New Home Company Inc.
|
$
|
21,688
|
|
|
$
|
31,987
|
|
|
$
|
(564
|
)
|
|
$
|
(31,423
|
)
|
|
$
|
21,688
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
NWHM Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Consolidated NWHM
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net cash used in operating activities
|
$
|
(31,824
|
)
|
|
$
|
(41,739
|
)
|
|
$
|
(81
|
)
|
|
$
|
(17,058
|
)
|
|
$
|
(90,702
|
)
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
(71
|
)
|
|
(124
|
)
|
|
—
|
|
|
—
|
|
|
(195
|
)
|
|||||
Cash assumed from joint venture at consolidation
|
—
|
|
|
995
|
|
|
—
|
|
|
—
|
|
|
995
|
|
|||||
Contributions and advances to unconsolidated joint ventures
|
—
|
|
|
(27,479
|
)
|
|
—
|
|
|
—
|
|
|
(27,479
|
)
|
|||||
Contributions to subsidiaries from corporate
|
(275,794
|
)
|
|
—
|
|
|
—
|
|
|
275,794
|
|
|
—
|
|
|||||
Distributions of capital from subsidiaries
|
192,478
|
|
|
—
|
|
|
—
|
|
|
(192,478
|
)
|
|
—
|
|
|||||
Distributions of capital and repayment of advances to unconsolidated joint ventures
|
—
|
|
|
15,577
|
|
|
—
|
|
|
—
|
|
|
15,577
|
|
|||||
Interest collected on advances to unconsolidated joint ventures
|
—
|
|
|
552
|
|
|
—
|
|
|
—
|
|
|
552
|
|
|||||
Net cash used in investing activities
|
$
|
(83,387
|
)
|
|
$
|
(10,479
|
)
|
|
$
|
—
|
|
|
$
|
83,316
|
|
|
$
|
(10,550
|
)
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings from credit facility
|
88,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88,000
|
|
|||||
Repayments of credit facility
|
(206,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(206,000
|
)
|
|||||
Proceeds from senior notes
|
324,465
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
324,465
|
|
|||||
Repayments of other notes payable
|
—
|
|
|
(4,110
|
)
|
|
—
|
|
|
—
|
|
|
(4,110
|
)
|
|||||
Payment of debt issuance costs
|
(7,565
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,565
|
)
|
|||||
Contributions to subsidiaries from corporate
|
—
|
|
|
275,794
|
|
|
—
|
|
|
(275,794
|
)
|
|
—
|
|
|||||
Distributions to corporate from subsidiaries
|
—
|
|
|
(209,536
|
)
|
|
—
|
|
|
209,536
|
|
|
—
|
|
|||||
Minimum tax withholding paid on behalf of employees for stock awards
|
(590
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(590
|
)
|
|||||
Proceeds from exercise of stock options
|
102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|||||
Net cash provided by financing activities
|
$
|
198,412
|
|
|
$
|
62,148
|
|
|
$
|
—
|
|
|
$
|
(66,258
|
)
|
|
$
|
194,302
|
|
Net increase (decrease) in cash and cash equivalents
|
83,201
|
|
|
9,930
|
|
|
(81
|
)
|
|
—
|
|
|
93,050
|
|
|||||
Cash and cash equivalents – beginning of period
|
16,385
|
|
|
13,842
|
|
|
269
|
|
|
—
|
|
|
30,496
|
|
|||||
Cash and cash equivalents – end of period
|
$
|
99,586
|
|
|
$
|
23,772
|
|
|
$
|
188
|
|
|
$
|
—
|
|
|
$
|
123,546
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
NWHM Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Consolidated NWHM
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(7,041
|
)
|
|
$
|
(11,753
|
)
|
|
$
|
3,272
|
|
|
$
|
(26,894
|
)
|
|
$
|
(42,416
|
)
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
(193
|
)
|
|
(246
|
)
|
|
—
|
|
|
—
|
|
|
(439
|
)
|
|||||
Cash assumed from joint venture at consolidation
|
—
|
|
|
2,009
|
|
|
—
|
|
|
—
|
|
|
2,009
|
|
|||||
Contributions and advances to unconsolidated joint ventures
|
—
|
|
|
(15,088
|
)
|
|
—
|
|
|
—
|
|
|
(15,088
|
)
|
|||||
Contributions to subsidiaries from corporate
|
(225,169
|
)
|
|
—
|
|
|
—
|
|
|
225,169
|
|
|
—
|
|
|||||
Distributions of capital from subsidiaries
|
189,392
|
|
|
725
|
|
|
—
|
|
|
(190,117
|
)
|
|
—
|
|
|||||
Distributions of capital from unconsolidated joint ventures
|
—
|
|
|
15,307
|
|
|
—
|
|
|
—
|
|
|
15,307
|
|
|||||
Net cash (used in) provided by investing activities
|
$
|
(35,970
|
)
|
|
$
|
2,707
|
|
|
$
|
—
|
|
|
$
|
35,052
|
|
|
$
|
1,789
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings from credit facility
|
223,050
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
223,050
|
|
|||||
Repayments of credit facility
|
(179,974
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(179,974
|
)
|
|||||
Borrowings from other notes payable
|
—
|
|
|
—
|
|
|
343
|
|
|
—
|
|
|
343
|
|
|||||
Repayments of other notes payable
|
—
|
|
|
(13,135
|
)
|
|
(2,501
|
)
|
|
—
|
|
|
(15,636
|
)
|
|||||
Payment of debt issuance costs
|
(1,064
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,064
|
)
|
|||||
Cash distributions to noncontrolling interest in subsidiary
|
—
|
|
|
—
|
|
|
(725
|
)
|
|
—
|
|
|
(725
|
)
|
|||||
Contributions to subsidiaries from corporate
|
—
|
|
|
225,169
|
|
|
—
|
|
|
(225,169
|
)
|
|
—
|
|
|||||
Distributions to corporate from subsidiaries
|
—
|
|
|
(216,286
|
)
|
|
(725
|
)
|
|
217,011
|
|
|
—
|
|
|||||
Minimum tax withholding paid on behalf of employees for stock awards
|
(648
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(648
|
)
|
|||||
Excess income tax provision from stock-based compensation
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|||||
Net cash provided by (used in) financing activities
|
$
|
41,267
|
|
|
$
|
(4,252
|
)
|
|
$
|
(3,608
|
)
|
|
$
|
(8,158
|
)
|
|
$
|
25,249
|
|
Net decrease in cash and cash equivalents
|
(1,744
|
)
|
|
(13,298
|
)
|
|
(336
|
)
|
|
—
|
|
|
(15,378
|
)
|
|||||
Cash and cash equivalents – beginning of period
|
18,129
|
|
|
27,140
|
|
|
605
|
|
|
—
|
|
|
45,874
|
|
|||||
Cash and cash equivalents – end of period
|
$
|
16,385
|
|
|
$
|
13,842
|
|
|
$
|
269
|
|
|
$
|
—
|
|
|
$
|
30,496
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
NWHM Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Consolidated NWHM
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(1,902
|
)
|
|
$
|
(10,211
|
)
|
|
$
|
5,282
|
|
|
$
|
(25,472
|
)
|
|
$
|
(32,303
|
)
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
(259
|
)
|
|
(159
|
)
|
|
—
|
|
|
—
|
|
|
(418
|
)
|
|||||
Contributions and advances to unconsolidated joint ventures
|
—
|
|
|
(13,028
|
)
|
|
—
|
|
|
(2,000
|
)
|
|
(15,028
|
)
|
|||||
Contributions to subsidiaries from corporate
|
(131,778
|
)
|
|
—
|
|
|
—
|
|
|
131,778
|
|
|
—
|
|
|||||
Distributions of capital from subsidiaries
|
104,695
|
|
|
647
|
|
|
—
|
|
|
(105,342
|
)
|
|
—
|
|
|||||
Distributions of capital and repayment of advances to unconsolidated joint ventures
|
—
|
|
|
32,026
|
|
|
—
|
|
|
—
|
|
|
32,026
|
|
|||||
Net cash (used in) provided by investing activities
|
$
|
(27,342
|
)
|
|
$
|
19,486
|
|
|
$
|
—
|
|
|
$
|
24,436
|
|
|
$
|
16,580
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net proceeds from issuance of common stock
|
47,253
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,253
|
|
|||||
Borrowings from credit facility
|
99,450
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99,450
|
|
|||||
Repayments of credit facility
|
(125,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125,000
|
)
|
|||||
Borrowings from other notes payable
|
—
|
|
|
—
|
|
|
3,552
|
|
|
—
|
|
|
3,552
|
|
|||||
Repayments of other notes payable
|
—
|
|
|
—
|
|
|
(5,171
|
)
|
|
—
|
|
|
(5,171
|
)
|
|||||
Cash distributions to noncontrolling interest in subsidiary
|
—
|
|
|
—
|
|
|
(2,411
|
)
|
|
—
|
|
|
(2,411
|
)
|
|||||
Contributions to subsidiaries from corporate
|
—
|
|
|
131,778
|
|
|
—
|
|
|
(131,778
|
)
|
|
—
|
|
|||||
Distributions to corporate from subsidiaries
|
—
|
|
|
(132,167
|
)
|
|
(647
|
)
|
|
132,814
|
|
|
—
|
|
|||||
Minimum tax withholding paid on behalf of employees for stock awards
|
(248
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(248
|
)
|
|||||
Excess income tax benefit from stock-based compensation
|
97
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97
|
|
|||||
Tax valuation adjustment from stock-based compensation
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|||||
Net cash provided by (used in) financing activities
|
$
|
21,569
|
|
|
$
|
(389
|
)
|
|
$
|
(4,677
|
)
|
|
$
|
1,036
|
|
|
$
|
17,539
|
|
Net (decrease) increase in cash and cash equivalents
|
(7,675
|
)
|
|
8,886
|
|
|
605
|
|
|
—
|
|
|
1,816
|
|
|||||
Cash and cash equivalents – beginning of period
|
25,804
|
|
|
18,254
|
|
|
—
|
|
|
—
|
|
|
44,058
|
|
|||||
Cash and cash equivalents – end of period
|
$
|
18,129
|
|
|
$
|
27,140
|
|
|
$
|
605
|
|
|
$
|
—
|
|
|
$
|
45,874
|
|
1)
|
To the Members in proportion and up to the difference between their respective aggregate Special Preferred Return, as defined, and the aggregate amounts distributed previously; then
|
2)
|
To the Members in proportion to their respective Unreturned Special Capital Contributions, as defined; then
|
3)
|
To the Members in proportion and up to the difference between their respective aggregate Preferred Return, as defined, and the aggregate amounts distributed previously; then
|
4)
|
If there is a Controllable Cost Overrun, as defined, and a Profit Shortfall, as defined, an amount equal to 50% of the lesser of such Controllable Cost Overrun or such Profit Shortfall shall be distributed to the Members in the following proportion: 75% to IHP and 25% to TNHC; then
|
5)
|
To the Members in proportion and up to each Member’s Unreturned Capital Contribution, as defined; then
|
6)
|
To the Members in proportion to their respective Percentage Interests, as defined (TNHC 50% and IHP 50%).
|
|
TNHC
|
IHP
|
Total
|
||||||
|
|
|
|
||||||
Cumulative Special Preferred Return
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Cumulative Special Preferred distributions
|
—
|
|
—
|
|
—
|
|
|||
Cumulative Preferred Return
|
1,772,031
|
|
3,017,243
|
|
4,789,274
|
|
|||
Cumulative Preferred distributions
|
(1,772,031
|
)
|
(3,017,243
|
)
|
(4,789,274
|
)
|
|||
Remaining undistributed preferred return
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
December 31
|
|||||
|
|
2017
|
2016
|
||||
|
|
(Unaudited)
|
|
||||
|
Cash
|
$
|
3,049,186
|
|
$
|
4,545,757
|
|
|
Total assets
|
$
|
3,049,186
|
|
$
|
4,545,757
|
|
|
|
|
|
||||
|
Accounts payable
|
$
|
179,728
|
|
$
|
66,952
|
|
|
Accrued expenses and other liabilities
|
1,260,173
|
|
2,823,598
|
|
||
|
Due to affiliate
|
7,525
|
|
3,063
|
|
||
|
Total liabilities
|
1,447,426
|
|
2,893,613
|
|
||
|
|
|
|
||||
|
The Company’s equity
|
800,880
|
|
826,072
|
|
||
|
Other member’s equity
|
800,880
|
|
826,072
|
|
||
|
Total equity
|
1,601,760
|
|
1,652,144
|
|
||
|
Total liabilities and equity
|
$
|
3,049,186
|
|
$
|
4,545,757
|
|
|
|
|
|
|
||||||
|
|
Years Ended December 31
|
||||||||
|
|
2017
|
2016
|
2015
|
||||||
|
|
(Unaudited)
|
|
|
||||||
|
Revenues
|
$
|
—
|
|
$
|
5,250,000
|
|
$
|
175,610,776
|
|
|
Cost of sales and expenses
|
(49,616
|
)
|
6,114,092
|
|
140,742,205
|
|
|||
|
Income (loss) of unconsolidated joint venture
|
$
|
49,616
|
|
$
|
(864,092
|
)
|
$
|
34,868,571
|
|
|
Income (loss) from unconsolidated joint venture reflected in the accompanying statements of operations (Unaudited)
|
$
|
24,808
|
|
$
|
(459,073
|
)
|
$
|
16,319,542
|
|
1)
|
1.5% of the projected gross sales revenue of the Unconsolidated Joint Venture, less $500,000, paid in equal monthly installments on or about the first day of the month over the projected life of the project.
|
2)
|
1.5% of the gross sales revenue from each home sold, payable upon the first day of the month following close of escrow.
|
1)
|
To the Members in proportion to their respective accrued and unpaid First Priority Preference Amount, as defined; then
|
2)
|
To the Members in proportion to their respective Undistributed First Priority Capital Amount, as defined; then
|
3)
|
To the Members in proportion to their respective accrued and unpaid Second Priority Preference Amount, as defined; then
|
4)
|
To the Members in proportion to their respective Undistributed Second Priority Capital Amount, as defined; then
|
5)
|
To the Members in proportion to their respective Percentage Interests, as defined (TNHC 50% and NB Residences 50%).
|
|
TNHC
|
NB Residences
|
Total
|
||||||
Cumulative First Priority preferred return
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Cumulative First Priority preferred distributions
|
—
|
|
—
|
|
—
|
|
|||
Cumulative Second Priority preferred return
|
5,532,742
|
|
11,085,315
|
|
16,618,057
|
|
|||
Cumulative Second Priority preferred distributions
|
(5,532,742
|
)
|
(11,085,315
|
)
|
(16,618,057
|
)
|
|||
Remaining undistributed preferred return
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
Year Ended December 31
|
||||||||
|
|
2017
|
2016
|
2015
|
||||||
|
|
|
|
|
||||||
|
Interest included in beginning real estate inventories
|
$
|
—
|
|
$
|
49,241
|
|
$
|
576,695
|
|
|
Interest incurred and capitalized
|
—
|
|
—
|
|
1,037,939
|
|
|||
|
Interest amortized to cost of sales
|
—
|
|
(49,241
|
)
|
(1,565,393
|
)
|
|||
|
Interest included in ending real estate inventories
|
$
|
—
|
|
$
|
—
|
|
$
|
49,241
|
|
|
|
December 31
|
|||||
|
|
2017
|
2016
|
||||
|
|
|
|
||||
|
Completion reserve
|
$
|
146,351
|
|
$
|
685,992
|
|
|
Accrued expenses
|
25,000
|
|
17,500
|
|
||
|
Warranty reserve
|
1,088,822
|
|
2,120,106
|
|
||
|
|
$
|
1,260,173
|
|
$
|
2,823,598
|
|
|
Year Ended December 31
|
||||||||
|
2017
|
2016
|
2015
|
||||||
|
|
|
|
||||||
Beginning warranty liability
|
$
|
2,120,106
|
|
$
|
2,263,446
|
|
$
|
601,002
|
|
Warranty provision
|
—
|
|
52,500
|
|
1,756,030
|
|
|||
Warranty payments
|
(1,031,284
|
)
|
(195,840
|
)
|
(93,586
|
)
|
|||
Ending warranty liability
|
$
|
1,088,822
|
|
$
|
2,120,106
|
|
$
|
2,263,446
|
|
|
|
December 31
|
|||||
|
|
2017
|
2016
|
||||
|
|
|
|
||||
|
Accrued compensation and benefits
|
$
|
7,525
|
|
$
|
3,063
|
|
1)
|
1.5% of the projected gross sales revenue of the Project to TNHC and 0.5% of the projected gross sales revenue of the Project to NB Residences, paid in equal monthly installments on or about the first day of each month over the projected life of the project, which began April 1, 2013.
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9*
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2†
|
|
|
|
|
10.3†
|
|
|
|
|
|
10.4†
|
|
|
|
|
|
10.5†
|
|
|
|
|
|
10.5(a)†
|
|
|
|
|
|
10.6†
|
|
|
|
|
|
10.7†
|
|
|
|
|
|
10.8†
|
|
|
|
|
|
10.9†
|
|
|
|
|
|
10.9(a)†
|
|
|
|
|
|
10.9(b)†
|
|
|
|
|
|
10.10†
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12+
|
|
|
|
|
|
10.13†
|
|
|
|
|
|
10.14†
|
|
|
|
|
|
10.15†
|
|
|
|
|
|
10.16†
|
|
|
|
|
|
10.17†
|
|
|
|
|
|
10.18†
|
|
|
|
|
|
10.19†
|
|
|
|
|
|
10.20†
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22+
|
|
|
|
|
|
10.23+
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25*†
|
|
|
|
|
|
21.1*
|
|
|
|
|
|
23.1*
|
|
|
|
|
|
23.2*
|
|
|
|
|
|
31.1*
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
32.2**
|
|
|
|
|
|
101*
|
|
The following materials from The New Home Company Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statement of Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Audited Consolidated Financial Statements.
|
†
|
Management Contract or Compensatory Plan or Arrangement
|
+
|
Confidential treatment was requested with respect to omitted portions of this Exhibit, which portions have been filed separately with the U.S. Securities and Exchange Commission.
|
*
|
Filed herewith
|
**
|
The information in Exhibits 32.1 and 32.2 shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act (including this Report), unless the Registrant specifically incorporates the foregoing information into those documents by reference.
|
|
|
|
The New Home Company Inc.
|
||
|
|
|
By:
|
|
/s/ H. Lawrence Webb
|
|
|
H. Lawrence Webb
|
|
|
Chief Executive Officer and Chairman
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ H. Lawrence Webb
|
|
Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
|
|
February 14, 2018
|
H. Lawrence Webb
|
|
|
||
|
|
|
||
/s/ John M. Stephens
|
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
February 14, 2018
|
John M. Stephens
|
|
|
||
|
|
|
||
/s/ Sam Bakhshandehpour
|
|
Director
|
|
February 14, 2018
|
Sam Bakhshandehpour
|
|
|
||
|
|
|
|
|
/s/ Michael Berchtold
|
|
Director
|
|
February 14, 2018
|
Michael Berchtold
|
|
|
||
|
|
|
|
|
/s/ David Berman
|
|
Director
|
|
February 14, 2018
|
David Berman
|
|
|
||
|
|
|
|
|
/s/ Paul Heeschen
|
|
Director
|
|
February 14, 2018
|
Paul Heeschen
|
|
|
||
|
|
|
|
|
/s/ Gregory P. Lindstrom
|
|
Director
|
|
February 14, 2018
|
Gregory P. Lindstrom
|
|
|
||
|
|
|
|
|
/s/ Cathey S. Lowe
|
|
Director
|
|
February 14, 2018
|
Cathey S. Lowe
|
|
|
||
|
|
|
|
|
/s/ Douglas C. Neff
|
|
Director
|
|
February 14, 2018
|
Douglas C. Neff
|
|
|
||
|
|
|
|
|
/s/ Wayne Stelmar
|
|
Director
|
|
February 14, 2018
|
Wayne Stelmar
|
|
|
||
|
|
|
||
/s/ Nadine Watt
|
|
Director
|
|
February 14, 2018
|
Nadine Watt
|
|
|
||
|
|
|
|
|
/s/ William A. Witte
|
|
Director
|
|
February 14, 2018
|
William A. Witte
|
|
|
By:
|
THE NEW HOME COMPANY NORTHERN CALIFORNIA LLC
|
Its:
|
Chief Financial Officer
|
By:
|
THE NEW HOME COMPANY INC.
|
Its:
|
Chief Financial Officer
|
1.
|
Mentoring and Training
. Consultant shall, as requested, mentor land acquisition personnel on prudent land acquisition strategy and underwriting practices. Consultant shall participate, as requested, in meetings related to land/project acquisitions.
|
2.
|
Participation with Land Sellers, Capital Providers, Others
. Consultant shall maintain, as requested, valuable relationships with land sellers, investors, consultants and Company staff.
|
3.
|
Joint Ventures
. Consultant to participate, as requested, in meetings related to the Company’s joint ventures.
|
4.
|
CEO Requests
. Consultation and participation with other Company’s matters as reasonably requested by the Company’s Chief Executive Officer.
|
Subsidiary
|
|
State of Incorporation or Formation
|
TNHC Realty and Construction Inc.
(3)
|
|
Delaware
|
The New Home Company Southern California LLC
|
|
Delaware
|
TNHC-Santa Clarita GP, LLC
|
|
Delaware
|
TNHC-TCN Santa Clarita, LP*
|
|
Delaware
|
TNHC Meridian Investors LLC*
(1)
|
|
Delaware
|
TNHC Newport LLC*
(1)
|
|
Delaware
|
TNHC-Calabasas GP LLC
|
|
Delaware
|
Calabasas Village LP*
|
|
Delaware
|
TNHC San Juan LLC
|
|
Delaware
|
LR8 Investors, LLC
(2)
|
|
Delaware
|
LR8 Owner, LLC
|
|
Delaware
|
The New Home Company Northern California LLC
|
|
Delaware
|
Larkspur Land 8 Investors LLC
(4)
|
|
Delaware
|
Larkspur Land 8 Owner LLC
|
|
Delaware
|
TNHC-HW San Jose LLC*
|
|
Delaware
|
McKinley Village LLC*
|
|
Delaware
|
Encore McKinley Village LLC*
|
|
Delaware
|
TNHC Grove Investment LLC
|
|
Delaware
|
The Grove at Granite Bay, LLC*
|
|
California
|
TNHC Tidelands LLC
(6)
|
|
Delaware
|
TNHC Land Company LLC
|
|
Delaware
|
TNHC Canyon Oaks LLC
|
|
Delaware
|
TNHC Russell Ranch LLC*
|
|
Delaware
|
TNHC-HW Foster City LLC*
|
|
Delaware
|
TNHC-HW Cannery LLC*
|
|
Delaware
|
TNHC-Arantine GP LLC
|
|
Delaware
|
Arantine Hills Holdings LP*
|
|
Delaware
|
TNHC Arizona LLC
|
|
Delaware
|
TNHC Mountain Shadows LLC*
|
|
Delaware
|
DMB/TNHC LLC
(5)
|
|
Delaware
|
TNHC Arizona Marketing LLC
|
|
Delaware
|
TNHC Holdings LLC
|
|
Delaware
|
TNHC Holdings 1 LLC
|
|
Delaware
|
(1)
|
I have reviewed this annual report on Form 10-K 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) 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.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
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:
|
February 14, 2018
|
|
/s/ H. Lawrence Webb
|
|
|
|
H. Lawrence Webb
|
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
(1)
|
I have reviewed this annual report on Form 10-K 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) 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.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
||
|
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:
|
February 14, 2018
|
|
/s/ John M. Stephens
|
|
|
|
John M. Stephens
|
|
|
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
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:
|
February 14, 2018
|
|
/s/ H. Lawrence Webb
|
|
|
|
H. Lawrence Webb
|
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
|
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:
|
February 14, 2018
|
|
/s/ John M. Stephens
|
|
|
|
John M. Stephens
|
|
|
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|