E
H
T
N E W
HOME
C O M P A N Y
THE NEW HOME COMPANY
2017 Annual Report
LETTER TO SHAREHOLDERS
The New Home Company turned in another solid operational performance in 2017, highlighted by a
36% increase in new home deliveries, a 63% increase in net new home orders and a solid improvement
in homebuilding gross margins for our wholly owned business. We made further strides in becoming a
more diversifi ed company by rolling out a number of new communities at affordable price points, which
will be a nice complement to our existing luxury home offerings. We also remained on the forefront
of homebuilding design and innovation, as evidenced by the many industry awards The New Home
Company won for excellence in architecture and community planning at a number of our communities.
As we head into 2018, I am very optimistic about the fundamental drivers of our business. The
markets in which we build in California and Arizona continue to be characterized by healthy demand
and low levels of new and existing home inventory. Prices have risen substantially in many markets,
particularly in California, however, these increases have been driven by job growth, improving local
economies and increased consumer confi dence. The demand that we see for new homes in our markets
is real, and current trends suggest that this demand will continue.
We continue to operate in some of the most sought after locations and master planned communities in
the country, with convenient access to employment centers, good schools and life-enhancing amenities.
I am also optimistic about The New Home Company’s positioning within our markets. Commensurate
with our shift to lower priced product, The New Home Company has also broadened its appeal to a
number of buyer segments with communities specifi cally designed for both Millennials and Active
Adults. We believe that this targeted approach will create new opportunities for our company and drive
shareholder value.
In conclusion, I am pleased with our performance in 2017 and excited about our company’s prospects
as we head into 2018. The fundamental backdrop for our industry remains positive, demand in our
markets is healthy and we have some great new home offerings to meet that demand. We continue
to evolve as a homebuilder, and I am confi dent that we have the right strategy in place to become a
stronger, more diversifi ed company that’s built for the long-haul.
As always, I would like to thank the Board for their wisdom and guidance, our New Home team
members for their hard work and dedication, and our shareholders for their ongoing support. I am
proud of the company we’ve built and the culture we’ve created here at New Home. We’ve come a long
way since our formation in 2009, and I am confi dent that together we can take the company to new
heights.
Sincerely,
H. Lawrence Webb
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2017 or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ______to ______
Commission File Number 001-36283
The New Home Company Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other Jurisdiction of
Incorporation or Organization)
27-0560089
(I.R.S. Employer
Identification No.)
85 Enterprise, Suite 450
Aliso Viejo, California 92656
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (949) 382-7800
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.01 per share
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes
No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer (Do not check if smaller reporting company)
Accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes
No
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on June 30, 2017,
based on the closing price of $11.47 as reported by the New York Stock Exchange was $157,024,380.
There were 20,876,837 shares of the registrant's common stock issued and outstanding as of February 12, 2018.
DOCUMENTS INCORPORATED BY REFERENCE:
The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference
from the registrant’s definitive proxy statement relating to the Annual Meeting of Stockholders to be held in 2018, which
definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the
fiscal year to which this Report relates.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Part I
Part II
Item 5
Item 6
Item 7
Item 7A
Item 8
Item 9
Item 9A
Item 9B
Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Part III
Item 10
Item 11
Item 12
Item 13
Item 14
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Item 15
Item 16
Exhibits and Financial Statement Schedules
Form 10-K Summary (Not Applicable)
Signatures
Part IV
3
Page
Number
5
12
28
29
29
29
30
32
34
57
57
57
57
58
58
58
59
59
59
60
—
126
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K and other materials we have filed or will file with the Securities and Exchange
Commission (the "SEC") (as well as information included in oral statements or other written statements made or to be made by
us) contains or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act, as amended. All
statements contained in this annual report on Form 10-K other than statements of historical fact, including statements regarding
our future results of operations and financial position, our business strategy and plans, and our objectives for future operations,
are forward-looking statements. These forward-looking statements are frequently accompanied by words such as "believe,"
"may," "will," "estimate," "continue," "anticipate," "intend," "expect," "goal," "could," "can," "might," "should," "plan" and
similar expressions. We have based these forward-looking statements largely on our current expectations and projections about
future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term
and long-term business operations and objectives, and financial needs. Such statements may include, but are not limited to
information related to: anticipated operating results; home deliveries; the ability to acquire land and pursue real estate
opportunities; the ability to gain approvals and open new communities; the ability to sell homes and properties; the ability to
deliver homes from backlog; the ability to secure materials and subcontractors; joint ventures in which we are involved;
anticipated results from our investments in unconsolidated entities; the ability to produce the liquidity and obtain capital
necessary to expand and take advantage of opportunities; financial resources and condition; changes in revenues; changes in
profitability; changes in margins; changes in accounting treatment; cost of sales; selling, general and administrative expenses;
interest expense; inventory write-downs; dividends; community openings; seasonality; home warranty claims and reserves;
unrecognized tax benefits; anticipated effective tax rates; seasonality; dividends; sales paces and prices; effects of home buyer
cancellations; growth and expansion; and legal proceedings, claims and reserves.
From time to time, forward-looking statements also are included in other reports on Forms 10-Q and 8-K, in press
releases, in presentations, on our website and in other materials released to the public. Any or all of the forward-looking
statements included in this report and in any other reports or public statements made by us are not guarantees of future
performance and may turn out to be inaccurate. This can occur as a result of incorrect assumptions or as a consequence of
known or unknown risks and uncertainties. Many factors mentioned in this report or in other reports or public statements made
by us, such as market conditions, government regulation and the competitive environment, will be important in determining our
future performance. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we
assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking statements we may make. Consequently, actual results
may differ materially from those that might be anticipated from our forward-looking statements.
Forward-looking statements speak only as of the date they are made, and we undertake no obligation to revise or
publicly release any revision to these forward-looking statements, except as required by law. Given these risks and
uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
For a discussion of factors that we believe could cause our actual results to differ materially from expected and
historical results, see "Item 1A - Risk Factors" and Part II, Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in this annual report on Form 10-K. This discussion is provided as permitted by the
Private Securities Litigation Reform Act of 1995, and all of our forward-looking statements are expressly qualified in their
entirety by the cautionary statements contained or referenced in this section.
4
Item 1.
Business
PART I
As used in this annual report on Form 10-K, unless the context otherwise requires or indicates, references to "the
Company," "our company," "we," "our" and "us" (1) for periods prior to the completion of our formation transactions, refer to
The New Home Company LLC and its subsidiaries and affiliates, which we sometimes refer to as "TNHC LLC," and
(2) following the completion of our formation transactions, refer to The New Home Company Inc. and its subsidiaries. The
New Home Company LLC was formed on June 25, 2009 as a Delaware limited liability company. On January 30, 2014, in
connection with our initial public offering, The New Home Company LLC was converted into a Delaware corporation and
renamed The New Home Company Inc., which we refer to as our formation transaction. You should read the following in
conjunction with the section titled "Risk Factors", which is included in Part I, Item 1A in this annual report on Form 10-K.
Our Company
We are a new generation homebuilder focused on the design, construction and sale of innovative and consumer-driven
homes in major metropolitan areas within select growth markets in California and Arizona, including coastal Southern
California, the San Francisco Bay area, metro Sacramento and the greater Phoenix area.
We were founded in August 2009, towards the end of an unprecedented downturn in the U.S. homebuilding industry.
In January 2014, we completed our initial public offering of shares of our common stock. We believe our management team
has extensive and complementary construction, design, marketing, development and entitlement expertise, as well as strong
relationships with key land sellers within each of our local markets, and a reputation for quality building, which provide a
competitive advantage in being able to acquire land, participate in and create masterplans, obtain entitlements and build quality
homes.
We are organized into two reportable segments: homebuilding and fee building. Our homebuilding operations are
comprised of divisions in Northern California, Southern California and our newest division in Arizona, which was established
during 2015. Our primary business focus is building and selling homes for our own account; however, we also have a
meaningful fee building business. For financial information about our segments, see Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and Note 14 to the Consolidated Financial Statements.
Homebuilding Operations
We are currently focused on identifying unique sites and creating communities that allow us to design, construct and
sell consumer-driven, single-family detached and attached homes in major metropolitan areas in Southern California, the San
Francisco Bay area, metro Sacramento and the greater Phoenix area. We seek sites where we are rewarded for thoughtful land
planning and architecture, and additional defining characteristics of our markets include barriers to entry, job growth, high
employment to building permit ratios and increasing populations, which can create growing demand for new housing. We
perform extensive consumer research that helps us create land plans and design homes that meet the needs and desires of our
targeted buyers. We believe our approach to market research and construction expertise across an extensive product offering
allows us the flexibility to pursue a wide array of land acquisition opportunities and appeals to a broad range of potential
homebuyers, including entry-level, move-up, move-down and luxury customers. The homes that we and our unconsolidated
joint ventures build range in price from approximately $360,000 to over $9 million, with home sizes ranging from
approximately 700 to 6,200 square feet. Homebuilding revenue contributed to 75%, 73% and 65% of total revenue for the years
ended December 31, 2017, 2016 and 2015, respectively. For the years ended December 31, 2017, 2016 and 2015, the average
sales price of homes delivered from our communities was approximately $1.6 million, $2.0 million and $1.9 million,
respectively. We believe that customer-focused community creation and product development, our reputation for high quality
construction, as well as exemplary customer service, are key components of the lifestyle connection we seek to establish with
each homebuyer and enhances our overall financial performance.
Additionally, we strive to enhance the home-buying experience and buyers’ personal investment in their homes by
actively engaging them in the selection of design options and upgrades. We believe that our on-site design studios, which allow
buyers to personalize our home offerings with dedicated designers who are knowledgeable about the attributes of the homes
offered in the community, are a key source of competitive differentiation. We believe that the active participation of buyers in
selecting options and upgrades results in buyers becoming more personally invested in their homes, which leads to fewer
cancellations. In addition to our on-site design studios, we also believe our emphasis on customer care provides us a
competitive advantage. Our commitment to customer satisfaction is a key element of company culture, which fosters an
environment where team members can innovate.
5
We seek to maximize returns and reduce exposure to land risk through the use of land options, joint ventures and other
flexible land acquisition and development arrangements. The Company owned approximately 946 lots and had options to
purchase an additional 1,806 lots as of December 31, 2017. We believe our lot option and joint venture strategy is a key factor
in allowing us to leverage our entity-level capital and returns on equity, participate in and develop larger masterplan
communities, and establish a homebuilding platform focused on high-growth, land-constrained markets. In addition, we believe
that our professional reputation and long-standing relationships with key land sellers, including masterplan community
developers, brokers and other builders, as well as our institutional investors and joint venture partners, enable us to acquire
well-positioned land parcels in our existing markets as well as new target markets.
Fee Building Operations
While our primary business focus is building and selling homes for our own account, we also have a meaningful fee
building business. We believe our fee building business complements our homebuilding business in what we believe to be
among the most attractive masterplan communities in Southern California. Our fee building segment also includes our
management fee revenues that we receive for serving as the managing member or other similar role in our joint ventures. One
of our wholly owned subsidiaries is usually the general contractor for our and our unconsolidated joint ventures’ projects and
retains subcontractors for home construction and land development.
The following table shows the percentage of each segment's revenue in relation to our consolidated total revenues for
the years ended December 31, 2017, 2016 and 2015. For additional information related to geographic location of our
homebuilding revenues, see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of
Operations."
Year Ended December 31,
(dollars in thousands)
Homebuilding
Fee building
Total revenues
2017
560,842
190,324
751,166
$
$
% of Total
Revenues
2016
% of Total
Revenues
2015
% of Total
Revenues
75% $
507,949
73% $
280,209
25%
186,507
27%
149,890
100% $
694,456
100% $
430,099
65%
35%
100%
Summary of Owned and Controlled Lots
As of December 31, 2017, we owned or controlled an aggregate of 2,752 lots, plus another 920 lots pursuant to our fee
building contracts. The following table presents certain information with respect to our wholly owned and fee building lots as
of December 31, 2017. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations -
Lots Owned and Controlled" for further detail.
Lots Owned
Lots Controlled(1)
Lots Owned and Controlled - Wholly Owned
Fee Building(2)
Total Lots Owned and Controlled
December 31,
Change
Change
2017
Amount
%
2016
Amount
%
2015
946
1,806
2,752
920
3,672
356
820
1,176
(15)
1,161
60 %
83 %
75 %
(2)%
46 %
590
986
1,576
935
2,511
178
80
258
(487)
(229)
43 %
9 %
20 %
(34)%
(8)%
412
906
1,318
1,422
2,740
(1)
(2)
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.
Lots owned by third party property owners for which we perform general contracting services.
6
Backlog
At December 31, 2017 and 2016, homes under contract, but not yet delivered ("backlog") totaled 153 and 79,
respectively, with an estimated sales value of $162.3 million and $187.3 million, respectively. We expect to deliver all of the
homes in backlog at December 31, 2017 during 2018 under their existing home order contracts or through the replacement of
an existing contract with a new home order contract. The estimated backlog sales value at December 31, 2017 may be impacted
by, among other things, subsequent home order cancellations, incentives provided, and/or options and upgrades selected.
Acquisition Process
Our land acquisition strategy focuses on purchasing entitled finished, or partially improved land sufficient for
construction of homes over a two- to three-year period from the initiation of homebuilding activity. We also selectively acquire
parcels that require land development activities. Our acquisition process generally includes the following steps aimed at
reducing development and market cycle risk:
•
•
•
•
•
•
•
•
•
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.
Before purchasing a land parcel, we engage and work closely with outside architects and consultants to design our homes
and communities.
We also differentiate our acquisition strategy based on whether the land is in a masterplan community, or part of a larger
development. For land which is not part of a larger development or masterplan, we generally enter into a purchase agreement
with the land owner and deliver a deposit, which becomes nonrefundable upon the expiration of a specified due diligence
period. The closing is generally tied to the date on which we have obtained development entitlements for the land. For land
which is part of a larger development being developed by a master developer, we generally enter into a purchase agreement
with the master developer and pay a deposit that becomes nonrefundable upon expiration of the due diligence period. The
closing in master developments is generally tied to the issuance of final land development entitlements and completion of
certain infrastructure and other improvements by the master developer. In master developments we may acquire all of the land
at the closing or we may acquire the land in "phases". In master developments we may be required to (a) pay to the master
developer a share of our net profit in excess of a specified margin and/or (b) grant the master developer the right to repurchase
the land if we fail to develop the land in accordance with applicable development requirements or wish to sell the land in bulk.
Our acquisition-development financing is generally obtained using one or more of the following: (i) proceeds from the sale of
Senior Notes, (ii) through unsecured lines of credit; (iii) secured acquisition-development loans; (iv) equity obtained from joint
venture partners and/or (v) land bank arrangements with providers who take title to the land at closing subject to agreements
which obligate us to perform all development activities with respect to the land and provide us with an option to purchase the
land.
Construction, Marketing and Sales Process
We typically develop communities in phases based upon projected sales. We seek to control the timing of construction of
subsequent phases in the same community based on sales demand in prior phases and the number of qualified potential
homebuyers that exist on our priority buyer list. Our construction process is driven by sales contracts that generally precede the
start of the construction of homes. The determination that a potential home buyer is qualified to obtain the financing necessary
to complete the purchase is an integral part of our process. Once qualified, our on-site design centers, with designers dedicated
to a specific community, work with the buyer to tailor the home to meet the buyer’s needs.
Land Development and Construction
We customarily acquire improved or unimproved land zoned for residential use. To control larger land parcels or gain
access to highly desirable parcels, we sometimes form land development joint ventures with third parties in order to provide us
7
with a pipeline of land to acquire from the joint venture when the lots are developed. If we purchase raw land or partially
developed land, we will perform development work that may include negotiating with governmental agencies and local
communities to obtain any necessary zoning, environmental and other regulatory approvals and permits, and constructing, as
necessary, roads, water, sewer and drainage systems and recreational facilities like parks, community centers, pools, and hiking
and biking trails.
The design of our homes must conform to zoning requirements, building codes and energy efficiency laws. As a result,
we contract with a number of architects and other consultants in connection with the design process. We act as a general
contractor (and certain of our wholly owned subsidiaries hold the general contractor's licenses in California and Arizona) with
our supervisory employees coordinating most of the land development and construction work on a project. Independent
architectural design, engineering and other consulting firms are generally engaged on a project-by-project basis to assist in
project planning and community and home design, and subcontractors and trade partners are engaged to perform all of the
physical development and construction work. Although we do not have long-term contractual commitments with our
subcontractors, trade partners, suppliers or laborers, we maintain strong and long-standing relationships with many of our
subcontractors and trade partners. We believe that our relationships with subcontractors and trade partners have been enhanced
through involving them prior to the start of a new community, maintaining our schedules and making timely payment. By
dealing fairly, we believe we are able to keep our key subcontractors and trade partners loyal to us.
Sales and Marketing
In connection with the sale and marketing of our homes, we make extensive use of advertising and other promotional
activities, including through our website (www.NWHM.com), social-media, brochures, direct mail and other community-
specific collateral materials. The information contained in, or that can be accessed through our website, is not incorporated by
reference and is not a part of this annual report on Form 10-K.
We primarily sell our homes through our own sales representatives and at times, through the use of outside brokers. One
of our wholly owned subsidiaries holds the corporate broker's licenses in California and Arizona. Our in-house sales force
works from sales offices located in model homes or sales centers close to, or within each community. Sales representatives
assist potential buyers by providing them with floor plan, price and community amenity information, construction timetables
and tours of model homes.
Generally, we build model homes at each project and have them professionally decorated and landscaped to display
design features and options available for purchase in the design center. We believe that model homes play a significant role in
helping homebuyers understand the efficiencies and value provided by each floor plan type. Structural changes in design from
the model homes, other than those predetermined, are not generally permitted, but homebuyers may select various other
optional construction and design amenities. Our on-site design centers are an integral part of this process. The specific options
selected for each community are based upon the price of the home and anticipated buyer preferences. Options include structural
(room configurations or pre-determined additional square footage), electrical, plumbing and finish options (flooring, cabinets,
fixtures). In certain communities, we also offer turn-key landscape options. Each design center is managed by our own
designers dedicated to the specific community.
We typically sell homes using sales contracts that include cash deposits by the purchasers. Before entering into sales
contracts, we pre-qualify many of our customers through a preferred mortgage provider. However, purchasers can generally
cancel sales contracts if they are unable to sell their existing homes, if they fail to qualify for financing, or under certain other
circumstances. For our communities, the cancellation rate of buyers who contracted to buy a home but did not close escrow as a
percentage of overall orders was 9%, 12% and 10% during the years ended December 31, 2017, 2016 and 2015, respectively.
Cancellation rates are subject to a variety of factors, including those beyond our control, such as adverse economic or housing
market conditions and increases in mortgage interest rates.
Customer Financing
At each of our communities, we seek to assist many of our homebuyers in obtaining financing by arranging with
preferred mortgage lenders to offer qualified buyers a variety of financing options. Most homebuyers utilize long-term
mortgage financing to purchase a home, and mortgage lenders will usually make loans only to qualified borrowers.
Quality Control and Customer Service
We pay particular attention to the product design process and carefully consider quality and choice of materials in order
to attempt to eliminate building deficiencies. The quality and workmanship of the subcontractors and trade partners we employ
are monitored using our personnel and third-party consultants. We make regular inspections and evaluations of our
subcontractors and trade partners to seek to ensure that our standards are met.
8
We maintain a quality control and customer service staff whose role includes providing a positive experience for each
customer throughout the pre-sale, sale, building, delivery and post-delivery periods. These employees are also responsible for
providing after-sales customer service, including the coordination of warranty requests. Our quality and service initiatives
include taking homebuyers on a comprehensive tour of their home during construction and prior to delivery. In addition, we
generally use a third party, Eliant, to survey our homebuyers in order to improve our standards of quality and customer
satisfaction.
Insurance and Warranty Program
We provide a limited one-year warranty to our homeowners covering workmanship and materials. In addition, we
generally provide a more limited warranty, which generally ranges from a minimum of two years up to the period covered by
the applicable statute of repose, that covers certain defined construction defects. The limited warranty covering construction
defects is transferable to subsequent buyers and provides for the resolution of unresolved construction-related disputes through
binding arbitration. Additionally, we have dedicated customer service staff that work with our homebuyers and coordinate with
subcontractors and trade partners, as necessary, during the warranty period. We maintain reserves to cover the resolution of our
potential liabilities associated with known and anticipated warranty and construction defect related claims and litigation. While
our subcontractors who perform our homebuilding work generally provide us with an indemnity for claims relating to their
workmanship and materials, we also purchase general liability insurance that covers development and construction activity at
each of our communities. Our subcontractors are usually covered by these programs through an owner-controlled insurance
program, or "OCIP." Consultants such as engineers and architects are generally not covered by the OCIP but are required to
maintain their own insurance. In general, we maintain insurance, subject to deductibles and self-insured amounts, to protect us
against various risks associated with our activities, including, among others, general liability, "all-risk" property, construction
defects, workers’ compensation, automobile, and employee fidelity. Our warranty reserves include expected costs associated
with the deductibles and self-insured amounts. For a further discussion of the risks associated with our warranty and insurance
program, please see the risk factor under the heading "Risks Related to Our Business - We are subject to construction defect
and warranty claims arising in the ordinary course of business that can be significant."
Seasonality and Cycles
We have experienced seasonal variations in our quarterly operating results and capital requirements in each of our
reportable segments. We typically take orders for more homes in the first half of the fiscal year than in the second half, which
creates additional working capital requirements in the second and third quarters to build our inventories to satisfy the deliveries
in the second half of the year. Our revenues and cash flows (exclusive of the amount and timing of land purchases) from
homebuilding operations are generally higher in the second half of the calendar year, particularly in the fourth quarter. We
expect this seasonal pattern to continue over the long-term, although it may be affected by volatility in the homebuilding
industry. The homebuilding industry is cyclical. We continue to make substantial investments in land, which is likely to utilize a
significant portion of our cash resources, so long as we believe such investments will yield results that meet our investment
criteria.
Labor and Raw Materials
Typically, all the raw materials and most of the components used in our business are readily available in the United
States. Most are standard items carried by major suppliers. Increases in the cost of building materials and subcontracted labor
may reduce gross margins from home sales to the extent that market conditions prevent the recovery of increased costs through
higher home sales prices. From time to time and to varying degrees, we may experience shortages in the availability of building
materials and/or labor in each of our markets. These shortages and delays may result in delays in the delivery of homes under
construction, reduced gross margins from home sales, or both. We continue to monitor the supply markets to achieve favorable
prices.
Joint Ventures
Our joint venture strategy has assisted in leveraging our entity-level capital and establishing a homebuilding and land
development platform focused on high-growth, land-constrained markets. We own interests in our unconsolidated joint
ventures that generally range from 5% to 35%. We also earn management fees from such joint ventures.
We serve as the administrative member, manager or managing member of each of our six homebuilding and four land
development joint ventures. We do not, however, exercise control over the joint ventures, as the joint venture agreements
generally provide our respective partners with the right to consent to certain actions. Under most joint venture agreements,
certain major decisions must be approved by the applicable joint venture’s executive committee, which is comprised of both
our representatives and representatives of our joint venture partners. In addition, some of our joint venture agreements grant
both partners a buy-sell right pursuant to which, subject to certain exceptions, either partner may initiate procedures requiring
9
the other partner to choose between selling its interest to the other partner or buying the other partner’s interest. Additional
information related to our unconsolidated joint ventures is set forth in Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Off-Balance Sheet Arrangements and Contractual Obligations."
Fee Building Services
Although our primary business focus is building and selling homes for our own account, we also selectively provide
general contracting services to build homes for independent third-party property owners. We refer to these projects as "fee
building projects." For the year ended December 31, 2017, 97% of our fee building revenue represents fee building billings
and 3% represents management fees from unconsolidated joint ventures. Our services with respect to fee building projects
typically include design, development and construction. We earn revenue on our fee building projects either as a flat fee for the
project or as a percentage of the cost or revenue of the project depending upon the terms of the agreement with our customer.
For the years ended December 31, 2017, 2016 and 2015, fee building revenue contributed to 25%, 27% and 35%, respectively,
of total revenue. The Company’s fee building revenues have historically been concentrated with a small number of customers.
We have several fee building agreements with Irvine Pacific, LP and revenues from this customer totaled 25%, 26%, and 32%
of our total consolidated revenues for the years ended December 31, 2017, 2016 and 2015, respectively. Our billings to this
customer are dependent upon such customer’s decision to proceed with construction and the agreements can be canceled at any
time. We cannot predict whether these agreements will continue in the future or the current pace of construction, and the loss
of these billings could have a material adverse effect on our results of operations. See Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Fee Building" and Note 1 "Revenue Recognition - Fee Building"
to the Consolidated Financial Statements for further discussion of this revenue concentration.
Government Regulation and Environmental Matters
We are subject to numerous local, state and federal statutes, ordinances, rules and regulations concerning zoning,
development, building design, construction and similar matters, which impose restrictive zoning and density requirements, the
result of which is to limit the number of homes that can be built within the boundaries of a particular area. Communities that
are not entitled may be subjected to periodic delays, changes in use, less intensive development or elimination of development
in certain specific areas due to government regulations. We may also be subject to periodic delays or may be precluded entirely
from developing in certain communities due to building moratoriums or "slow-growth" or "no-growth" initiatives that could be
implemented in the future. Local governments also have broad discretion regarding the imposition of development fees and
exactions for communities in their jurisdiction. Communities for which we have received land use and development
entitlements or approvals may still require a variety of other governmental approvals and permits during the development
process and can also be impacted adversely by unforeseen health, safety and welfare issues, which can further delay these
communities or prevent their development.
We are also subject to a variety of local, state and federal statutes, ordinances, rules and regulations concerning the
environment. The particular environmental laws which apply to any given homebuilding site vary according to multiple factors,
including the site’s location, its environmental conditions and the present and former uses of the site, as well as adjoining
properties. Environmental laws and conditions may result in delays, may cause us to incur substantial compliance and other
costs, and can prohibit or severely restrict homebuilding activity in environmentally sensitive regions or areas. In addition, in
those cases where an endangered or threatened species is involved, environmental rules and regulations can result in the
restriction or elimination of development in identified environmentally sensitive areas. Legislation related to climate change
and energy efficiency can impose stricter building standards, which may increase our cost to build. From time to time, the EPA
and similar federal or state agencies review homebuilders’ compliance with environmental laws and may levy fines and
penalties for failure to strictly comply with applicable environmental laws or impose additional requirements for future
compliance as a result of past failures. Any such actions taken with respect to us may increase our costs. Further, we expect that
increasingly stringent requirements will be imposed on homebuilders in the future. Environmental regulations can also have an
adverse impact on the availability and price of certain raw materials such as lumber. California is especially susceptible to
restrictive government regulations and environmental laws.
Under various environmental laws, current or former owners of real estate, as well as certain other categories of parties,
may be required to investigate and clean up hazardous or toxic substances or petroleum product releases, and may be held
liable to a governmental entity or to third parties for related damages, including for bodily injury, and for investigation and
clean-up costs incurred by such parties in connection with the contamination. A mitigation system may be installed during the
construction of a home if a cleanup does not remove all contaminants of concern or to address a naturally occurring condition
such as methane. Some buyers may not want to purchase a home with a mitigation system.
We use and our business relies upon general contractors' licenses and corporate real estate broker's licenses in order to
build and sell homes.
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For a further discussion of the impact of govern regulations on our business, including the impact of environmental
regulations, please see the risk factors included under the heading "Risks Related to Laws and Regulations."
Bonds and Other Obligations
In connection with the development of our communities, we are frequently required to provide performance, maintenance
and other bonds and letters of credit in support of our related obligations with respect to such developments. The amount of
such obligations outstanding at any time varies in accordance with our pending development activities. In the event any such
bonds or letters of credit are drawn upon, we would be obligated to reimburse the issuer of such bonds or letters of credit. As
of December 31, 2017, we had approximately $52.1 million and $0 of outstanding performance bonds and letters of credit,
respectively, primarily related to our obligations to local governments to construct roads and other improvements in various
developments.
Competition
The homebuilding industry is fragmented and highly competitive. We compete with numerous other residential
construction companies, including large national and regional firms, for customers, land, financing, raw materials, skilled labor,
and employees. A number of our primary competitors are significantly larger, have a longer operating history and may have
greater resources or lower cost of capital than us. We compete for customers primarily on the basis of home design and
location, price, customer satisfaction, construction quality, reputation, and the availability of mortgage financing. We also
compete for sales with individual resales of existing homes and with available rental housing. As part of our strategy to expand
our product offerings to include more affordably-priced homes to reach a deeper pool of qualified buyers and in connection
with growing our overall community count, our average sales price of homes in backlog has declined from $2.4 million at
December 31, 2016 to $1.1 million at December 31, 2017. We anticipate that we will continue to build more affordably-priced
homes. We believe there is more competition among homebuilding companies in more affordable product offerings than in the
luxury and move-up segments, however, we also believe this is a prudent strategy as there is a larger population of qualified
buyers in more affordable price points. For risks associated with the competition we face, please see the risk factor under the
heading "Risks Related to Our Business - We may not be able to compete effectively against competitors in the homebuilding
industry".
Employees
As of December 31, 2017, we had 281 employees, 104 of whom were executive, management and administrative
personnel located in our offices, 55 of whom were sales and marketing personnel and 122 were involved in field construction.
Although none of our employees are covered by collective bargaining agreements, certain of the third party subcontractors and
trade partners engaged by us are represented by labor unions or are subject to collective bargaining arrangements. We believe
that relations with our employees, subcontractors and trade partners are good.
Our Offices and Available Information
Our principal executive offices are located at 85 Enterprise, Suite 450, Aliso Viejo, California 92656. Our main telephone
number is (949) 382-7800. Our internet website is www.NWHM.com. Our common stock is listed on the New York Stock
Exchange (NYSE: NWHM). We will make available through the "Investors" section of our website our annual report on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports filed or furnished
pursuant to Section 13(d) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after filing with, or
furnishing to, the SEC. Copies of these reports, and any amendment to them, are available free of charge upon request. We
provide information about our business and financial performance, including our corporate profile, on our Investor Relations
website. Additionally, we webcast our earnings calls and certain events we participate in with members of the investment
community on our Investor Relations website. Further corporate governance information, including our code of ethics and
business conduct, corporate governance guidelines, and board committee charters, is also available on our Investor Relations
website. The information contained in, or that can be accessed through our website is not incorporated by reference and is not
part of this annual report on Form 10-K.
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Item 1A.
Risk Factors
You should carefully consider the following risk factors, which address the material risks concerning our business,
together with the other information contained in this annual report on Form 10-K. If any of the risks discussed in this annual
report on Form 10-K occur, our business, prospects, liquidity, financial condition and results of operations could be materially
and adversely affected, in which case the trading price of our common stock could decline significantly and you could lose part
or all of your investment. Some statements in this annual report, including statements in the following risk factors, constitute
forward-looking statements. Please refer to the initial section of this annual report entitled "Cautionary Note Concerning
Forward-Looking Statements."
Risks Related to Our Business
Our geographic concentration could materially and adversely affect us if the homebuilding industry or the
availability of land parcels in our current markets declines.
Our current business involves the design, construction and sale of innovative single-family detached and attached
homes in planned communities in major metropolitan areas in coastal Southern California, the San Francisco Bay area, metro
Sacramento and the greater Phoenix area. Because our operations are concentrated in these areas, a prolonged economic
downturn affecting one or more of these areas, or affecting any sector of employment on which the residents of such area are
dependent, could have a material adverse effect on our business, prospects, liquidity, financial condition and results of
operations, and a disproportionately greater impact on us than other homebuilders with more diversified operations. During the
downturn from 2008 to 2011, land values, the demand for new homes and home prices declined substantially in California.
Accordingly, our sales, results of operations, financial condition and business could be negatively impacted by a decline in the
economy, one or more significant job sectors or the homebuilding industry in the Western U.S. regions in which our operations
are concentrated.
In addition, our ability to acquire land parcels for new single-family homes may be adversely affected by changes in
the general availability of land parcels, the willingness of land sellers to sell land parcels at reasonable prices, competition for
available land parcels, availability of financing to acquire land parcels, zoning and other market conditions. The availability of
land parcels in our California markets at reasonable prices is limited. If the supply of land parcels appropriate for development
of single-family homes is limited because of these factors, or for any other reason, our ability to grow could be significantly
limited, and the number of homes that we build and sell could decline.
The homebuilding industry is cyclical and affected by changes in general economic, real estate and other business
conditions that could reduce the demand for new homes and, as a result, adversely impact our results of operations,
financial condition and cash flows.
The residential homebuilding industry is cyclical and is highly sensitive to changes in general economic, real estate
and other business conditions such as levels of employment, consumer confidence and income, availability of mortgage
financing for homebuyers, interest rate levels, demographic trends, homebuyer preferences for specific designs or locations,
real estate taxes, inflation and supply of and demand for new and existing homes. The foregoing conditions, among others, are
complex and interrelated. Periods of prolonged economic downturn, high unemployment levels, increases in the rate of
inflation and uncertainty in the U.S. economy, have historically contributed to decreased demand for housing, declining sales
prices and increasing pricing pressure. In the event that one or more of such economic and business conditions occur, we could
experience declines in the market value of our inventory and demand for our homes, which could have a material adverse effect
on our business, prospects, liquidity, financial condition and results of operations. Federal government actions and new
legislation related to economic stimulus, taxation, spending levels and borrowing limits, along with the related political
debates, conflicts and compromises associated with such actions, may negatively impact the financial markets and consumer
confidence. Such events could hurt the U.S. economy and the housing market and, in turn, could adversely affect the operating
results of our business. Adverse economic conditions outside the U.S., such as Asia or Canada, may also adversely affect the
demand for our homes to the extent such conditions impact the amount of potential homebuyers from such regions in our
markets.
In addition, an important segment of our customer base consists of first and second "move-up" buyers, who often
purchase homes contingent upon the sale of their existing homes. During recessionary periods, these buyers may face
difficulties selling their homes, which may in turn adversely affect our sales. Moreover, during such periods, we may need to
reduce our sales prices and offer greater incentives to buyers to compete for sales that may result in reduced margins.
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Our long-term growth depends upon our ability to successfully identify and acquire desirable land parcels for
residential buildout for reasonable prices.
Our future growth depends upon our ability to successfully identify and acquire attractive land parcels for
development of our single-family homes at reasonable prices and with terms that meet our underwriting criteria. Our ability to
acquire land parcels for new single-family homes may be adversely affected by changes in the general availability of land
parcels, the willingness of land sellers to sell land parcels at reasonable prices, competition for available land parcels,
availability of financing to acquire land parcels, zoning and other market conditions. We currently depend primarily on the
California markets and availability of land parcels in that market at reasonable prices is limited. If the supply of land parcels
appropriate for development of single-family homes is limited because of these factors, or for any other reason, our ability to
grow could be significantly limited, and the number of homes that we build and sell could decline. Additionally, our ability to
begin new projects could be impacted if we elect not to purchase land parcels under option contracts. To the extent that we are
unable to purchase land parcels timely or enter into new contracts for the purchase of land parcels at reasonable prices, our
home sales revenue and results of operations could be adversely impacted.
Labor and raw material shortages and price fluctuations could delay or increase the cost of home construction,
which could materially and adversely affect us.
The residential construction industry experiences serious labor and raw material shortages from time to time, including
shortages in qualified tradespeople, and supplies of insulation, drywall, cement, steel and lumber. These labor and raw material
shortages can be more severe during periods of strong demand for housing or during periods where the regions in which we
operate experience natural disasters that have a significant impact on existing residential and commercial structures. The cost of
labor and raw materials may also increase during periods of shortage or high inflation. During the downturn in 2008 to 2011, a
large number of qualified trade partners went out of business or otherwise exited the market into new fields. A reduction in
available trade partners exacerbates labor shortages as demand for new housing increases. Shortages and price increases could
cause delays in and increase our costs of home construction, which we may not be able to recover by raising home prices due to
market demand and because the price for each home is typically set months prior to its delivery pursuant to the agreement of
sale with the home buyer, which in turn could have a material adverse effect on our business, prospects, financial condition and
results of operations.
Our business and results of operations depend on the availability and skill of subcontractors at reasonable rates.
Substantially all of our construction work is done by third-party subcontractors with us acting as the general
contractor. Accordingly, the timing and quality of our construction depend on the availability and skill of our subcontractors.
We do not have long-term contractual commitments with any subcontractors, and there can be no assurance that skilled
subcontractors will continue to be available at reasonable rates and in the areas in which we conduct our operations. Certain of
the subcontractors engaged by us are represented by labor unions or are subject to collective bargaining arrangements that
require the payment of prevailing wages that are higher than normally expected on a residential construction site. A strike or
other work stoppage involving any of our subcontractors could also make it difficult for us to retain subcontractors for our
construction work. In addition, union activity could result in higher costs to retain our subcontractors. In addition, the
enactment of federal, state or local statutes, ordinances, rules or regulations requiring the payment of prevailing wages on
private residential developments would materially increase our costs of development and construction. Access to qualified
labor at reasonable rates may also be affected by other circumstances beyond our control, including: (i) shortages of qualified
tradespeople, such as carpenters, roofers, drywallers, electricians and plumbers; (ii) high inflation; (iii) changes in laws relating
to employment and union organizing activity; (iv) changes in trends in labor force migration; and (v) increases in contractor,
subcontractor and professional services costs. The inability to contract with skilled contractors and subcontractors at reasonable
rates on a timely basis could materially and adversely affect our business prospects, liquidity, financial condition and results of
operations. The inability to contract with skilled subcontractors at reasonable costs on a timely basis could have a material
adverse effect on our business, prospects, liquidity, financial condition and results of operations.
In addition, despite our quality control efforts, we may discover that our subcontractors were engaging in improper
construction practices or installing defective materials in our homes. When we discover these issues, we, generally through our
subcontractors, repair the homes in accordance with our new home warranty and as required by law. Reserves are established
based on market practices, our historical experiences and our judgment of the qualitative risks associated with the types of
homes built. However, the cost of satisfying our warranty and other legal obligations in these instances may be significantly
higher than our reserves, and we may be unable to recover the cost of repair from such subcontractors. Regardless of the steps
we take, we can in some instances be subject to fines, litigation, or other penalties, and our reputation and our financial
condition may be adversely affected.
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We could be responsible for employment-related liabilities with respect to our contractors’ employees.
Although contractors are independent of the homebuilders that contract with them under normal management practices
and the terms of trade contracts and subcontracts within the homebuilding industry, on October 14, 2017, California’s governor
signed into law Assembly Bill 1701, which would require general contractors to assume and be liable for unpaid wage, fringe
or other benefit payments or contributions that subcontractors owe their employees. Assembly Bill 1701 imposes such liability
under California Labor Code Section 218.7 for private works contracts entered on or after January 1, 2018. We are, and may
become in the future, subject to similar measures and legislation, such as California Labor Code Section 2810.3, that requires
us to share liability with our contractors for the payment of wages and the failure to secure valid workers’ compensation
insurance coverage. While the Company ordinarily negotiates with its subcontractors to obtain broad indemnification rights,
there is no guarantee that it will be able to recover from its subcontractors for actions brought against the Company by its
subcontractors’ employees or unions representing such employees and such liability could have a material and adverse effect on
our financial performance. Even if we are successful in obtaining indemnification from our subcontractors, we may sustain
additional administrative costs as a result of such legislation which could materially and adversely affect our financial
performance. In addition, despite the fact that our subcontractors are independent from us, if regulatory agencies reclassify the
employees of contractors as employees of homebuilders, homebuilders using contractors could be responsible for wage and
hour labor laws, workers’ compensation and other employment-related liabilities of their contractors. Governmental rulings that
make us responsible for labor practices by our subcontractors could create substantial exposures for us in situations that are not
within our control.
If the market value of our land or housing inventory decreases, our results of operations could be adversely
affected due to the illiquid nature of real estate investments and by impairments.
The market value of our land and housing inventories depends on market conditions. We acquire land for expansion
into new markets and for replacement of land inventory and expansion within our current markets. There is an inherent risk that
the value of the land owned or controlled by us may decline after purchase. The risks inherent in purchasing and developing
land parcels increase as consumer demand for housing decreases. As a result, we may buy and develop land parcels on which
homes cannot be profitably built and sold. The valuation of property is inherently subjective and based on the individual
characteristics of each property. When market conditions drive land values down, land we have purchased or option agreements
we have previously entered into may become less desirable because we may not be able to build and sell homes profitably, at
which time we may elect to sell the land or, in the case of options contracts, to forego pre-acquisition costs and forfeit deposits
and terminate the agreements. Factors such as changes in regulatory requirements and applicable laws (including in relation to
building regulations, taxation and planning), political conditions, the condition of financial markets, both local and national
economic conditions, the financial condition of customers, potentially adverse tax consequences, and interest and inflation rate
fluctuations subject the market value of land owned, controlled or optioned by us to uncertainty. Moreover, all valuations are
made on the basis of assumptions that may not prove to reflect economic or demographic reality. If housing demand decreases
below what we anticipated when we acquired our inventory, our results of operations and financial conditions may be adversely
affected and we may not be able to recover our costs when we sell and build houses. Land parcels, building lots and housing
inventories are illiquid assets, and we may not be able to dispose of them efficiently or at all if we or the housing market and
general economy are in financial distress. In addition, inventory carrying costs can be significant and can result in losses in a
poorly performing project or market. We regularly review the value of our land holdings and continue to review our holdings
on a periodic basis. Material impairments in the value of our inventory may be required, and we may in the future sell land or
homes at significantly lower margins or at a loss, if we are able to sell them at all, which could adversely affect our results of
operations and financial condition.
We may not be able to compete effectively against competitors in the homebuilding industry.
We operate in a very competitive environment which is characterized by competition from a number of other
homebuilders in each market in which we operate. Additionally, there are relatively low barriers to entry into our business. We
compete with numerous large national and regional homebuilding companies and with smaller local homebuilders and land
developers for, among other things, home buyers, desirable land parcels, financing, raw materials and skilled management and
labor resources. Our competitors may independently develop land and construct homes that are superior or substantially similar
to our products. As part of our strategy to expand our product offerings to include more affordably-priced homes to reach a
deeper pool of qualified buyers and in connection with growing our overall community count, our average sales price of homes
in backlog has declined to $1.1 million at December 31, 2017 from $2.4 million at December 31, 2016. We anticipate that we
will continue to build more affordably-priced homes. We believe there is more competition among homebuilding companies in
more affordable product offerings than in the luxury and move-up segments. Increased competition could hurt our business, as
it could prevent us from acquiring attractive land parcels on which to build homes or make such acquisitions more expensive,
hinder our market share expansion and cause us to increase our selling incentives or reduce our prices. In past housing cycles,
14
an oversupply of homes available for sale and heavy discounting of home prices by some of our competitors have adversely
affected demand for homes in the market as a whole and could do so again in the future. We also compete with the resale, or
"previously owned," home market. If we are unable to compete effectively in our markets, our business could decline
disproportionately to our competitors, and our results of operations and financial condition could be adversely affected.
We may be at a competitive disadvantage with regard to certain of our large national and regional homebuilding
competitors whose operations are more geographically diversified than ours, as these competitors may be better able to
withstand any future regional downturn in the housing market. We compete directly with a number of large national and
regional homebuilders that may have longer operating histories and greater financial and operational resources than we do.
Many of these competitors also have longstanding relationships with subcontractors, local governments and suppliers in the
markets in which we operate or in which we may operate in the future. This may give our competitors an advantage in securing
materials and labor at lower prices, marketing their products and allowing their homes to be delivered to customers more
quickly and at more favorable prices. This competition could reduce our market share and limit our ability to expand our
business as we have planned.
If we are unable to develop our communities successfully or within expected timeframes, our results of operations
could be adversely affected.
Before a community generates any revenue, time and material expenditures are required to acquire land, obtain
development approvals and construct significant portions of project infrastructure, amenities, model homes and sales facilities.
It can take several years from the time we acquire control of a property to the time we make our first home sale on the site. Our
ability to process a significant number of transactions (which include, among other things, evaluating the site purchase,
designing the layout of the development, sourcing materials and subcontractors and managing contractual commitments)
efficiently and accurately is important to our success. Errors by employees, failure to comply with regulatory requirements and
conduct of business rules, failings or inadequacies in internal control processes, equipment failures, natural disasters or the
failure of external systems, including those of our suppliers or counterparties, could result in delays and operational issues that
could adversely affect our business, financial condition and operating results and our relationships with our customers. Delays
in the development of communities also expose us to the risk of changes in market conditions for homes. A decline in our
ability to develop and market our communities successfully and to generate positive cash flow from these operations in a timely
manner could have a material adverse effect on our business and results of operations and on our ability to service our debt and
to meet our working capital requirements.
Increases in our cancellation rate could have a negative impact on our home sales revenue and homebuilding
margins.
In connection with the sale of a home we collect a deposit from the homebuyer that is a small percentage of the total
purchase price. In California, upon a home order cancellation, the homebuyer’s escrow deposit is generally returned to the
homebuyer (other than with respect to certain design-related deposits, which we generally retain). Home order cancellations
can result from a number of factors, including declines or slow appreciation in the market value of homes, increases in the
supply of homes available to be purchased, increased competition, higher mortgage interest rates, and changes in homebuyers'
financial condition or personal circumstances. In addition, as part of our strategy, we intend to increase the number of homes
we build at more affordable price points. Our cancellation rate may increase as we sell to a more diverse credit quality of
buyers. Home order cancellations negatively impact our financial and operating results due to a negative impact on the number
of homes closed, net new home orders, home sales revenue and results of operations, as well as the number of homes in
backlog.
A large proportion of our fee building revenue is from one customer.
The Company’s fee building revenues have historically been concentrated with a small number of customers. We
have several fee building agreements with Irvine Pacific, LP and our billings to this customer are dependent upon such
customer’s decision to proceed with construction and the agreements can be canceled at any time. We cannot predict whether
these agreements will continue in the future or the current pace of construction, and the loss of these billings could negatively
impact our business and our results of operations. See Item 7, "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Fee Building" and Note 1 "Revenue Recognition - Fee Building" to the accompanying notes to
consolidated financial statements included in this annual report on Form 10-K for further discussion of this revenue
concentration.
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We are subject to construction defect and warranty claims arising in the ordinary course of business that can be
significant.
As a homebuilder, we are subject to construction defect, product liability and home warranty claims, arising in the
ordinary course of business or otherwise. While we maintain general liability insurance and generally seek to require our
subcontractors and design professionals to indemnify us for some portion of the liabilities arising from their work, there can be
no assurance that these insurance rights and indemnities will be collectible or adequate to cover any or all construction defect
and warranty claims for which we may be liable. Some claims may not be covered by insurance or may exceed applicable
coverage limits. We may not be able to renew our insurance coverage or renew it at reasonable rates and may incur significant
costs or expenses (including repair costs and litigation expenses) surrounding possible construction defects, product liability
claims, soil subsidence or building related claims. Some claims may arise out of uninsurable events or circumstances not
covered by insurance or that are not subject to effective indemnification agreements with our trade partners.
With respect to certain general liability exposures, including construction defects and related claims and product
liability claims, interpretation of underlying current and future trends, assessment of claims and the related liability and reserve
estimation process require us to exercise significant judgment due to the complex nature of these exposures, with each exposure
often exhibiting unique circumstances. Furthermore, once claims are asserted against us for construction defects, it is difficult
to determine the extent to which the assertion of these claims will expand. Plaintiffs may seek to consolidate multiple parties in
one lawsuit or seek class action status in some of these legal proceedings with potential class sizes that vary from case to case.
Consolidated and class action lawsuits can be costly to defend and, if we were to lose any consolidated or certified class action
suit, it could result in substantial liability.
We also expend significant resources to repair items in homes we have sold to fulfill the warranties we issued to our
homebuyers. Additionally, we are subject to construction defect claims can be costly to defend and resolve in the legal system.
Warranty and construction defect matters can also result in negative publicity in the media and on the internet, which can
damage our reputation and adversely affect our ability to sell homes.
In addition, we conduct most of our business in California, one of the most highly regulated and litigious jurisdictions
in the United States, which imposes a ten year, strict liability tail on many construction liability claims. As a result, our
potential losses and expenses due to litigation, new laws and regulations may be greater than those of our competitors who have
smaller California operations as a percentage of the total enterprise.
Adverse weather and geological conditions may increase costs, cause project delays and reduce consumer demand
for housing, all of which could materially and adversely affect us.
As a homebuilder and land developer, we are subject to the risks associated with numerous weather-related and
geologic events, many of which are beyond our control. These weather-related and geologic events include but are not limited
to droughts, floods, wildfires, landslides, soil subsidence and earthquakes. The occurrence of any of these events could damage
our land parcels and projects, cause delays in the completion of our projects, reduce consumer demand for housing and cause
shortages and price increases in labor or raw materials, any of which could harm our sales and profitability. Our California
markets are in areas which have historically experienced significant earthquake activity and seasonal wildfires. In addition to
directly damaging our land or projects, earthquakes, floods, landslides, wildfires or other geologic events could damage roads
and highways providing access to those projects, thereby adversely affecting our ability to market homes in those areas and
possibly increasing the costs of completion.
There are some risks of loss for which we may be unable to purchase insurance coverage. For example, losses
associated with landslides, earthquakes and other geologic events may not be insurable, and other losses, such as those arising
from terrorism, may not be economically insurable. A sizeable uninsured loss could materially and adversely affect our
business, prospects, liquidity, financial condition and results of operations.
Power, water and other natural resource shortages or price increases could have an adverse impact on operations.
The markets in which we operate have experienced power and resource shortages, including mandatory periods
without electrical power, changes to water availability (including drought conditions) and significant increases in utility and
resource costs. These conditions may cause us to incur additional costs and we may not be able to complete construction on a
timely basis if they were to continue for an extended period of time. Shortages of natural resources, particularly water and
power, may make it more difficult to obtain regulatory approval of new developments. We may incur additional costs and may
not be able to complete construction on a timely basis if such power shortages and utility rate increases continue. Furthermore,
water restrictions, drought conditions, power shortages and rate increases may adversely affect the regional economies in which
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we operate, which may reduce demand for housing. Our operations may be adversely impacted if further restrictions, drought
conditions, rate increases and/or power shortages occur.
Because of the seasonal nature of our business, our quarterly operating results fluctuate.
As discussed under "Management’s Discussion and Analysis of Financial Condition-Seasonality" we have experienced
seasonal fluctuations in our quarterly operating results and capital requirements that can have a material impact on our results
and our consolidated financial statements. We typically experience the highest new home order activity in spring and summer,
although this activity also highly depends on the number of active selling communities, timing of new community openings and
other market factors. Since it typically takes five to ten months to construct a new home, we deliver more homes in the second
half of the year as spring and summer home orders convert to home deliveries. Because of this seasonality, home starts,
construction costs and related cash outflows have historically been highest in the second and third quarters, and the majority of
cash receipts from home deliveries occur during the second half of the year. We expect this seasonal pattern to continue over
the long-term, although it may be affected by volatility in the homebuilding industry.
Seasonality also requires us to finance construction activities in advance of the receipt of sales proceeds. In many
cases, we may not be able to recapture increased costs by raising prices because prices are established upon signing the
purchase contract. Accordingly, there is a risk that we will invest significant amounts of capital in the acquisition and
development of land and construction of homes that we do not sell at anticipated pricing levels or within anticipated time
frames. If, due to market conditions, construction delays or other causes, we do not complete sales of our homes at anticipated
pricing levels or within anticipated time frames, our financial performance and financial conditions could be materially and
adversely affected.
We may be unable to obtain suitable bonding for the development of our housing projects.
We are often required to provide bonds to governmental authorities and others to ensure the completion of our
projects. As a result of market conditions, surety providers have been reluctant to issue new bonds and some providers are
requesting credit enhancements (such as cash deposits or letters of credit) in order to maintain existing bonds or to issue new
bonds. If we are unable to obtain required bonds in the future for our projects, or if we are required to provide credit
enhancements with respect to our current or future bonds, our business, prospects, liquidity, financial condition and results of
operations could be materially and adversely affected.
Inflation could adversely affect our business and financial results.
Inflation could adversely affect us by increasing the costs of land, raw materials and labor needed to operate our
business, which in turn requires us to increase our home selling price in an effort to maintain satisfactory housing gross
margins. Inflation typically also accompanies higher interests rates, which could adversely impact potential customers’ ability
to obtain financing on favorable terms, thereby further decreasing demand. If we are unable to raise the prices of our homes to
offset the increasing costs of our operations, our margins could decrease. Furthermore, if we need to lower the price of our
homes to meet demand, the value of our land inventory may decrease. Depressed land values may cause us to abandon and
forfeit deposits on land option contracts and other similar contracts if we cannot satisfactorily renegotiate the purchase price of
the subject land. We may record charges against our earnings for inventory impairments if the value of our owned inventory,
including land we decide to sell, is reduced, or for land option contract abandonments if we choose not to exercise land option
contracts or other similar contracts, and these charges may be substantial. Inflation may also raise our costs of capital and
decrease our purchasing power, making it more difficult to maintain sufficient funds to operate our business.
A major health and safety incident relating to our business could be costly in terms of potential liabilities and
reputational damage.
Building sites are inherently dangerous, and operating in the homebuilding industry poses certain inherent health and
safety risks to those working at such sites. Due to health and safety regulatory requirements and the number of projects we
work on, health and safety performance is critical to the success of all areas of our business. Any failure in health and safety
performance may result in penalties for non-compliance with relevant regulatory requirements or litigation, and a failure that
results in a major or significant health and safety incident is likely to be costly in terms of potential liabilities incurred as a
result. Such a failure could generate significant negative publicity and have a corresponding impact on our reputation, our
relationships with relevant regulatory agencies, governmental authorities and local communities, and our ability to win new
business, which in turn could have a material adverse effect on our business, prospects, liquidity, financial condition and results
of operations.
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Negative publicity or poor relations with the residents of our communities could negatively impact sales, which
could cause our revenues or results of operations to decline.
Unfavorable media related to our industry, company, brands, marketing, personnel, operations, business performance,
or prospects may affect our stock price and the performance of our business, regardless of its accuracy or inaccuracy. Our
success in maintaining, extending and expanding our brand image depends on our ability to adapt to a rapidly changing media
environment. Adverse publicity or negative commentary on social media outlets, such as blogs, websites or newsletters, could
hurt operating results, as consumers might avoid or protest brands that receive bad press or negative reviews. Negative
publicity may result in a decrease in our operating results.
In addition, residents of communities we develop may look to us to resolve issues or disputes that may arise in
connection with the operation or development of their communities. Efforts made by us to resolve these issues or disputes
could be deemed unsatisfactory by the affected residents, and subsequent actions by these residents could adversely affect sales
or our reputation.
An information systems interruption or breach in security could adversely affect us.
Privacy, security, and compliance concerns have continued to increase as technology has evolved. We rely on
accounting, financial and operational management information systems to conduct our operations. Many of these resources are
provided to us or are maintained on our behalf by third-party service providers pursuant to agreements that specify certain
security and service level standards. Our ability to conduct our business may be materially and adversely impaired if our
computer resources are compromised, degraded, damaged or fail, whether due to a virus or other harmful circumstance,
intentional penetration or disruption of our information technology resources by a third-party, natural disaster, hardware or
software corruption or failure or error (including a failure of security controls incorporated into or applied to such hardware or
software), telecommunications system failure, service provider error or failure, intentional or unintentional personnel actions
(including the failure to follow our security protocols), or lost connectivity to its networked resources. Furthermore, as part of
our normal business activities, we collect and store certain confidential information, including information about employees,
homebuyers, customers, vendors and suppliers. This information is entitled to protection under a number of regulatory regimes.
We may share some of this information with vendors who assist us with certain aspects of our business. Our failure to maintain
the security of the data which we are required to protect, including via the penetration of our network security and the
misappropriation of confidential and personal information, could result in business disruption, damage to our reputation,
financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation with potentially large costs,
and also result in deterioration in customers confidence in us and other competitive disadvantages, and thus could have a
material adverse impact on our financial condition and results of operations.
We may incur a variety of costs to engage in future growth or expansion of our operations or acquisitions of
businesses, and the anticipated benefits may never be realized.
As a part of our business strategy, we may consider growth or expansion of our operations in our current markets or in
other areas of the country. Any such growth or expansion would be accompanied by risks such as:
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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.
The magnitude, timing and nature of any future acquisition or expansion will depend on a number of factors, including
our ability to identify suitable additional markets or acquisition candidates as well as capital resources. We cannot guarantee
that any expansion into a new market will be successfully executed, and our failure to do so could harm our current business.
A reduction in our sales absorption levels may force us to incur and absorb additional community-level costs.
We incur certain overhead costs associated with our communities, such as indirect construction costs, property taxes,
marketing expenses and costs associated with the upkeep and maintenance of our model and sales complexes. If our sales
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absorptions pace decreases and the time required to close out our communities is extended, we would likely incur additional
overhead costs, which would negatively impact our financial results. Additionally, we incur various land development
improvement costs for a community prior to the commencement of home construction. Such costs include infrastructure,
utilities, property taxes, interest and other related expenses. Reduction in home absorption rates increases the associated
holding costs and extends our time to recover such costs. Declines in the homebuilding market may also require us to evaluate
the recoverability of costs relating to land acquired more recently.
Future terrorist attacks against the United States or increased domestic or international instability could have an
adverse effect on our operations.
Future terrorist attacks against the United States or any foreign country or increased domestic or international
instability could cause consumer unease, which could significantly reduce the number of new contracts signed, and/or increase
the number of cancellations of existing contracts, which could adversely affect our business.
Risks Related to Laws and Regulations
Mortgage financing, interest rate increases or changes in federal lending programs or other regulations could
lower demand for or impact homebuyers’ ability to purchase our homes, which could materially and adversely affect us.
A substantial percentage of purchasers of our homes finance their acquisitions with mortgage financing. Rising interest
rates, decreased availability of mortgage financing or of certain mortgage programs, higher down payment requirements,
increased monthly mortgage costs, tightened credit requirements and underwriting standards, and an increase in indemnity
claims for mortgages may lead to reduced demand for our homes and mortgage loans. Deterioration in credit quality among
subprime and other nonconforming loans has caused most lenders to eliminate subprime mortgages and most other loan
products that do not conform to Federal National Mortgage Association, or Fannie Mae, Federal Home Loan Mortgage
Corporation, or Freddie Mac, Federal Housing Administration, or FHA, or Veterans Administration, or the VA, standards. In
addition, as a result of the turbulence in the credit markets and mortgage finance industry during the last downturn, in July
2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law. This legislation provides for a
number of new requirements relating to residential mortgages and mortgage lending practices that reduce the availability of
loans to borrowers or increase the costs to borrowers to obtain such loans. Fewer loan products and tighter loan qualifications,
in turn, make it more difficult for a borrower to finance the purchase of a new home or the purchase of an existing home from a
potential "move-up" buyer who wishes to purchase one of our homes. The foregoing may also hinder our ability to realize our
backlog because our home purchase contracts provide customers with a financing contingency. Financing contingencies allow
customers to cancel their home purchase contracts in the event that they cannot arrange for adequate financing. As a result,
rising interest rates, stricter underwriting standards, and a reduction of loan products, among other similar factors, can decrease
our home sales. Any of these factors could have a material adverse effect on our business, prospects, liquidity, financial
condition and results of operations.
The federal government has also taken on a significant role in supporting mortgage lending through its
conservatorship of Fannie Mae and Freddie Mac, both of which purchase home mortgages and mortgage-backed securities
originated by mortgage lenders, and its insurance of mortgages originated by lenders through the FHA and the VA. The
availability and affordability of mortgage loans, including interest rates for such loans, could be adversely affected by a
curtailment or cessation of the federal government’s mortgage-related programs or policies. The FHA may continue to impose
stricter loan qualification standards, raise minimum down payment requirements, impose higher mortgage insurance premiums
and other costs, or limit the number of mortgages it insures. Due to federal budget deficits, the U.S. Treasury may not be able to
continue supporting the mortgage-related activities of Fannie Mae, Freddie Mac, the FHA and the VA at present levels, or it
may revise significantly the federal government’s participation in and support of the residential mortgage market. Because the
availability of Fannie Mae, Freddie Mac, FHA and VA-backed mortgage financing is an important factor in marketing and
selling many of our homes, any limitations, restrictions or changes in the availability of such government-backed financing
could reduce our home sales, which could have a material adverse effect on our business, prospects, liquidity, financial
condition and results of operations.
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Changes in tax laws can increase the after tax cost of owning a home, and further tax law changes or government
fees could adversely affect demand for the homes we build, increase our costs, or negatively affect our operating results.
Under previous tax law, certain significant expenses of owning a home, including mortgage loan interest costs and real
estate taxes, generally are deductible expenses for the purpose of calculating an individual’s federal, and in some cases state,
tax liability. However, the Tax Cuts and Jobs Act (the "Tax Act") signed into law on December 22, 2017 may limit these
deductions for some individuals starting in 2018. The Tax Act caps individual state and local tax deductions at $10,000 for the
aggregate of state and local real property and income taxes or state and local sales taxes. Additionally, the Tax Act reduces the
cap on mortgage interest deduction to $750,000 of debt for debt incurred after December 15, 2017 while retaining the $1
million debt cap for debt incurred prior to December 15, 2017. The limits on deductibility of mortgage interest and property
taxes may increase the after-tax cost of owning a home for some individuals.
Any increases in personal income tax rates and/or additional tax deduction limits could adversely impact demand for
new homes, including homes we build, which could adversely affect our results of operations. Furthermore, increases in real
estate taxes and other local government fees, such as fees imposed on developers to fund schools, open space, and road
improvements, and/or provide low- and moderate-income housing, could increase our costs and have an adverse effect on our
operations. In addition, increases in local real estate taxes as well as the limitation on deductibility of such costs could
adversely affect our potential home buyers, who may consider those costs in determining whether to make a new home
purchase and decide, as a result, not to purchase one of our homes.
We believe that our recorded tax balances are adequate; however it is not possible to predict the effects of possible
changes in the tax laws or changes in their interpretation (including the interpretation of laws included in the newly enacted Tax
Act), and whether they could adversely impact our operating results.
New and existing laws and regulations, including environmental laws and regulations, or other governmental
actions may increase our expenses, limit the number of homes that we can build or delay the completion of our projects.
We are subject to numerous local, state, federal and other statutes, ordinances, rules and regulations concerning
zoning, development, building design, construction and similar matters which impose restrictive zoning and density
requirements, which can limit the number of homes that can be built within the boundaries of a particular area. Projects that are
not entitled may be subjected to periodic delays, changes in use, less intensive development or elimination of development in
certain specific areas due to government regulations. We may also be subject to periodic delays or may be precluded entirely
from developing in certain communities due to building moratoriums or "slow-growth" or "no-growth" initiatives that could be
implemented in the future. Local governments also have broad discretion regarding the imposition of development fees,
assessments and exactions for projects in their jurisdiction. Projects for which we have received land use and development
entitlements or approvals may still require a variety of other governmental approvals and permits during the development
process and can also be impacted adversely by unforeseen health, safety and welfare issues, which can further delay these
projects or prevent their development. As a result, home sales could decline and costs could increase, which could have a
material adverse effect on our business, prospects, liquidity, financial condition and results of operations.
We are also subject to a significant number and variety of local, state and federal laws and regulations concerning
protection of health, safety, labor standards and the environment. The particular environmental laws which apply to any given
property vary according to multiple factors, including the property’s location, its environmental conditions and geographic
attributes, the present and former uses of the property, the presence or absence of endangered plants or animals or sensitive
habitats, as well as conditions at nearby properties. Environmental laws and conditions may result in delays, may cause us to
incur substantial compliance and other costs and can prohibit or severely restrict development and homebuilding activity in
environmentally sensitive regions or areas. For example, under certain environmental laws and regulations, third parties, such
as environmental groups or neighborhood associations, may challenge the permits and other approvals required for our projects
and operations. Any such claims may adversely affect our business, prospects, liquidity, financial condition and results of
operations. Insurance coverage for such claims may be limited or non-existent.
In addition, in those cases where an endangered or threatened species is involved and agency rulemaking and litigation
are ongoing, the outcome of such rulemaking and litigation can be unpredictable, and at any time can result in unplanned or
unforeseeable restrictions on or even the prohibition of development in identified environmentally sensitive areas. From time to
time, the EPA and similar federal, state or local agencies review land developers’ and homebuilders’ compliance with
environmental laws and may levy fines and penalties for failure to strictly comply with applicable environmental laws,
including those applicable to control or storm water discharges during construction, or impose additional requirements for
future compliance as a result of past failures. Any such actions taken with respect to us may increase our costs and result in
project delays. We expect that increasingly stringent requirements will be imposed on land developers and homebuilders in the
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future. Environmental regulations can also have an adverse impact on the availability and price of certain raw materials such as
lumber, and on other building materials.
California is especially susceptible to restrictive government regulations and environmental laws. For example,
California imposes notification obligations respecting environmental conditions, sometimes recorded on deeds, and also those
required to be delivered to persons accessing property or to home buyers or renters, which may cause some persons, or their
financing sources, to view the subject parcels as less valuable or as impaired.
Under various environmental laws, current or former owners of real estate, as well as certain other categories of
parties, may be required to investigate and clean up hazardous or toxic substances or petroleum product releases, and may be
held liable to a governmental entity or to third parties for related damages, including for bodily injury, and for investigation and
clean-up costs incurred by such parties in connection with the contamination.
Legislation relating to energy and climate change could increase our costs to construct homes.
There is a variety of new legislation being enacted, or considered for enactment at the federal, state and local level
relating to energy, emissions and climate change. This legislation relates to items such as carbon dioxide emissions control and
building codes that impose energy efficiency standards. New building code requirements that impose stricter energy efficiency
standards could significantly increase our cost to construct homes. As climate change concerns continue to grow, legislation
and regulations of this nature are expected to continue and become more costly to comply with. Similarly, energy-related
initiatives affect a wide variety of companies throughout the United States and the world and because our operations are
heavily dependent on significant amounts of raw materials, such as lumber, steel, and concrete, they could have an indirect
adverse impact on our operations and profitability to the extent the manufacturers and suppliers of our materials are burdened
with expensive cap and trade and similar energy-related regulations.
Risks Related to Financing and Indebtedness
Difficulty in obtaining sufficient capital could prevent us from acquiring land for our developments or increase
costs and delays in the completion of our development projects.
The homebuilding and land development industry is capital-intensive and requires significant up-front expenditures to
acquire land parcels and complete development. We cannot assure you that we will maintain cash reserves and generate
sufficient cash flow from operations in an amount to enable us to service our debt or to fund other liquidity needs. Additionally,
while we have issued $325 million in aggregate principal amount of 7.25% Senior Notes due 2022 and debt commitments of
$200 million under our revolving credit facility, our ability and capacity to borrow under the credit facility is limited by our
asset based borrowing base and our ability to meet the covenants of the facility. In addition, our senior notes contain certain
restrictions on our business, including the incurrence of additional debt under certain circumstances. If our senior notes, credit
facility and internally generated funds are insufficient to cover our liquidity needs, we may seek additional capital in the form
of equity or debt financing from a variety of potential sources, including additional bank financings, formation of joint venture
relationships or securities offerings. The availability of borrowed funds, especially for land acquisition and construction
financing, may be greatly reduced nationally, and the lending community may require increased amounts of equity to be
invested in a project by borrowers in connection with both new loans and the extension of existing loans. If we are required to
seek additional financing to fund our operations, continued volatility in these markets may restrict our flexibility to access such
financing. If we are not successful in obtaining sufficient capital to fund our planned capital and other expenditures, we may be
unable to acquire land for our housing developments or to develop the land and construct homes. Additionally, if we cannot
obtain additional financing to fund the purchase of land under our option contracts or purchase contracts, we may incur
contractual penalties and fees. Any difficulty in obtaining sufficient capital for planned development expenditures could also
cause project delays, which could increase our costs. Furthermore, if additional funds are raised through the issuance of stock,
dilution to stockholders could result. If additional funds are raised through the incurrence of debt, we will incur increased debt
servicing costs and may become subject to additional restrictive financial and other covenants. We can give no assurance as to
the terms or availability of additional capital. If we are not successful in obtaining or refinancing capital when needed, it could
adversely impact our ability to operate our business effectively, which could reduce our sales and earnings, and adversely
impact our financial position.
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Our level of indebtedness may adversely affect our financial position and prevent us from fulfilling our debt
obligations, and we may incur additional debt in the future.
The homebuilding industry is capital-intensive and requires significant up-front expenditures to secure land and pursue
development and construction on such land. Accordingly, we incur substantial indebtedness to finance our homebuilding
activities. As discussed elsewhere in this filing, including "Management's Discussion and Analysis of Financial Condition and
Result of Operations - Liquidity and Capital Resources," the Company has outstanding $325 million in aggregate principal
amount of 7.25% Senior Notes due 2022 (the "Notes"). As of December 31, 2017, we had approximately $318.7 million in
aggregate principle amount of debt outstanding, net of the unamortized discount of $2.2 million, unamortized premium of $1.8
million and $5.9 million of debt issuance costs. In addition, we have $200 million in debt commitments under our revolving
credit facility, of which no indebtedness is outstanding or utilized to provide letters of credit at December 31, 2017 and $200
million is available for borrowing, subject to satisfaction of the financial covenants and borrowing base requirements in our
revolving credit facility. Moreover, the terms of the indenture governing the Notes and our revolving credit facility permit us to
incur additional debt, in each case, subject to certain restrictions.
Incurring substantial debt subjects us to many risks that, if realized, would adversely affect us, including the risk that:
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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.
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Our ability to meet our expenses depends, to a large extent, on our future performance, which will be affected by
financial, business, economic and other factors. We will not be able to control many of these factors, such as economic
conditions in the markets where we operate and pressure from competitors. If we do not have sufficient funds, we may be
required to refinance all or part of our existing debt, sell assets or borrow additional funds. We cannot guarantee that we will be
able to do so on terms acceptable to us, if at all. If we are unable to refinance our debt on acceptable terms, we may be forced to
dispose of our assets on disadvantageous terms, potentially resulting in losses. To the extent we cannot meet any future debt
service obligations, we may lose some or all of our assets or property that may be pledged to secure our obligations to
foreclosure. Also, debt agreements may contain specific cross-default provisions with respect to specified other indebtedness,
giving the lenders the right to declare a default if we are in default under other loans in some circumstances. Defaults under our
debt agreements could have a material adverse effect on our business, prospects, liquidity, financial condition and results of
operations.
We currently have significant amounts invested in unconsolidated joint ventures with third parties - some of which
are affiliated with certain of our board members - in which we have less than a controlling interest. These investments are
highly illiquid and have significant risks due to, in part, a lack of sole decision-making authority and reliance on the
financial condition and liquidity of our joint venture partners.
We own interests in various joint ventures and as of December 31, 2017, our investments in and advances to our
unconsolidated joint ventures was $55.8 million. We have entered into joint ventures in order to acquire land positions, to
manage our risk profile and to leverage our capital base. We may enter into additional joint ventures in the future. Such joint
venture investments involve risks not otherwise present in wholly owned projects, including the following:
• 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
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joint venture to additional risk. Our existing joint venture agreements contain, and any future joint venture agreements
may contain, buy-sell provisions pursuant to which one partner may initiate procedures requiring the other partner to
choose between buying the other partner’s interest or selling its interest to that partner; we may not have the capital to
purchase our joint venture parties’ interest under these circumstances even if we believe it would be beneficial to do
so.
• 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.
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• 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
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venture were to change and a triggering event under applicable accounting rules were to occur, we might be required
to consolidate previously unconsolidated joint ventures onto our balance sheet which could adversely impact our
leverage and other financial conditions or covenants.
Any of the above might subject a project to liabilities in excess of those contemplated and adversely affect the value of our
current and future joint venture investments.
Our current financing arrangements contain, and our future financing arrangements likely will contain, restrictive
covenants relating to our operations.
Our current financing arrangements, including the Indenture governing the Notes, contain covenants (financial and
otherwise) affecting our ability to incur additional debt, make certain investments, reduce liquidity below certain levels, make
distributions to our stockholders, and otherwise affect our operating policies. These restrictions limit our ability to, among other
things:
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incur or guarantee additional indebtedness or issue certain equity interests;
pay dividends or distributions, repurchase equity or prepay subordinated debt;
• make certain investments;
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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.
In addition, our revolving credit facility provides that our maximum leverage ratio must be less than 65%, which, as
defined in our credit agreement, is calculated on a net debt basis after a minimum liquidity threshold. Our leverage ratio as of
December 31, 2017, as calculated under our revolving credit facility, was approximately 44%. Our credit facility also contains
financial covenants related to our tangible net worth (subject to adjustment if joint ventures exceed 35% of our tangible net
worth), liquidity, and interest coverage. Tables measuring our compliance with the financial conditions and covenants under
the Notes and credit facility are set forth in "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources - Senior Unsecured Revolving Credit Facility" included elsewhere in this Report
on Form 10-K and incorporated herein by reference. Failure to have sufficient borrowing base availability in the future or to
be in compliance with our financial covenants under our revolving credit facility could have a material adverse effect on our
operations and financial condition.
A breach of the covenants under the Indenture or any of the other agreements governing our indebtedness could
result in an event of default under the Indenture or other such agreements.
A default under the Indenture governing the Notes or our revolving credit facility or other agreements governing our
indebtedness may allow our creditors to accelerate the related debt and may result in the acceleration of any other debt to
which a cross-acceleration or cross-default provision applies. In addition, an event of default under the credit agreement
governing our revolving credit facility would permit the lenders thereunder to terminate all commitments to extend further
credit under our revolving credit facility. Furthermore, if we were unable to repay the amounts due and payable under any
future secured credit facilities, those lenders could proceed against the collateral granted to them to secure that indebtedness.
In the event our lenders or the holders of our Notes accelerate the repayment of our borrowings, we cannot assure you that we
and our subsidiaries would have sufficient assets to repay such indebtedness. As a result of these restrictions, we may be:
•
•
•
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.
Potential future downgrades of our credit ratings could adversely affect our access to capital and could otherwise
have a material adverse effect on us.
Rating agencies may elect in the future to downgrade our corporate credit rating or any rating of the Notes due to
24
deterioration in our homebuilding operations, credit metrics or other earnings-based metrics, as well as our leverage or a
significant decrease in our tangible net worth. These ratings and our current credit condition affect, among other things, our
ability to access new capital, especially debt, and negative changes in these ratings may result in more stringent covenants and
higher interest rates under the terms of any new debt. Our credit ratings could be downgraded or rating agencies could issue
adverse commentaries in the future, which could have a material adverse effect on our stock price, business, results of
operations, financial condition and liquidity. In particular, a weakening of our financial condition, including a significant
increase in our leverage or decrease in our profitability or cash flows, could adversely affect our ability to obtain necessary
funds, result in a credit rating downgrade or change in outlook, or otherwise increase our cost of borrowing.
Interest expense on debt we incur may limit our cash available to fund our growth strategies.
As of December 31, 2017, we had approximately $318.7 million in aggregate principal amount of debt outstanding,
net of the unamortized discount of $2.2 million, unamortized premium of $1.8 million and $5.9 million of debt issuance costs.
In addition, we have $200 million in debt commitments under our revolving credit facility, of which no indebtedness is
outstanding or utilized to provide letters of credit at December 31, 2017 and $200 million is available for borrowing, subject to
satisfaction of the financial covenants and borrowing base requirements in our senior unsecured revolving credit facility. As
part of our financing strategy, we may incur a significant amount of additional debt. Our revolving credit facility has, and any
additional debt we subsequently incur may have, a floating rate of interest. Our Notes have a fixed rate of interest. We may
incur fixed rate debt in the future that may be at a higher interest rate than our floating rate debt. Higher interest rates could
increase debt service requirements on our current floating rate debt and on any floating or fixed rate debt we subsequently
incur, and could reduce funds available for operations, future business opportunities or other purposes. If we need to repay
existing debt during periods of rising interest rates, we could be required to refinance our then-existing debt on unfavorable
terms or liquidate one or more of our assets to repay such debt at times that may not permit realization of a favorable return on
such assets and could result in a loss or lower profitability. The occurrence of either such event or both could materially and
adversely affect our business, prospects, liquidity, financial condition and results of operations.
We may be unable to repurchase the Notes upon a change of control as required by the Indenture.
Upon the occurrence of certain specific kinds of change of control events, we must offer to repurchase the Notes at
101% of their principal amount, plus accrued and unpaid interest thereon. In such circumstances, we cannot assure you that
we would have sufficient funds available to repay all of our indebtedness that would become payable upon a change of
control and to repurchase all of the Notes. Our failure to purchase the Notes would be a default under the Indenture and would
trigger a cross default of the revolving credit facility.
Risks Related to Our Organization and Structure
We are and will continue to be dependent on key personnel and certain members of our management team.
Our success depends to a significant degree upon the contributions of certain key personnel including, but not limited
to, our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Chief Investment Officer each of whom
would be difficult to replace. Although we have entered into employment agreements with our executive officers, there is no
guarantee that these executives will remain employed with us. If any of our key personnel were to cease employment with us,
our operating results could suffer. Our ability to retain our key personnel or to attract suitable replacements should any
members of our management team leave depends on the competitive nature of the employment market. The loss of services
from key personnel or a limitation in their availability could materially and adversely impact our business, prospects, liquidity,
financial condition and results of operations. Further, such a loss could be negatively perceived in the capital markets. We have
not obtained key person life insurance that would provide us with proceeds in the event of death or disability of any of our key
personnel.
Our charter and bylaws could prevent a third party from acquiring us or limit the price that investors might be
willing to pay for shares of our common stock.
Provisions of the Delaware General Corporation Law, our certificate of incorporation and our bylaws could have the
effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, control
of us. These provisions could delay or prevent a change in control of and could limit the price that investors might be willing to
pay in the future for shares of our common stock.
25
Our Board of Directors is divided into three classes, with the term of one class expiring each year, which could delay a
change in our control. Our certificate of incorporation also authorizes our Board of Directors to issue new series of common
stock and preferred stock without stockholder approval. Depending on the rights and terms of any new series created, and the
reaction of the market to the series, rights of existing stockholders could be negatively affected. For example, subject to
applicable law, our Board of Directors could create a series of common stock or preferred stock with preferential rights to
dividends or assets upon liquidation, or with superior voting rights to our existing common stock. The ability of our Board of
Directors to issue these new series of common stock and preferred stock could also prevent or delay a third party from
acquiring us, even if doing so would be beneficial to our stockholders.
We are also subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, which
prohibits Delaware corporations from engaging in business combinations specified in the statute with an interested stockholder,
as defined in the statute, for a period of three years after the date of the transaction in which the person first becomes an
interested stockholder, unless the business combination is approved in advance by a majority of the independent directors or by
the holders of at least two-thirds of the outstanding disinterested shares. The application of Section 203 of the Delaware
General Corporation Law could also have the effect of delaying or preventing a change of control of us.
The obligations associated with being a public company require significant resources and management attention.
Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes Oxley Act, requires annual management assessments
of the effectiveness of our internal control over financial reporting and generally requires in the same report a report by our
independent registered public accounting firm on the effectiveness of our internal control over financial reporting. However,
under the recently enacted JOBS Act, our independent registered public accounting firm will not be required to attest to the
effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until we are no
longer an "emerging growth company." We could be an "emerging growth company" until the end of our 2019 fiscal year. The
rules governing the standards that must be met for our management to assess our internal control over financial reporting are
complex and require significant documentation, testing and possible remediation.
We may encounter problems or delays in completing the implementation of any necessary improvements and
receiving an unqualified opinion on the effectiveness of the internal controls over financial reporting in connection with the
attestation provided by our independent registered public accounting firm. If we cannot favorably assess the effectiveness of
our internal control over financial reporting, or if our independent registered public accounting firm is unable to provide an
unqualified attestation report on our internal controls, investors could lose confidence in our financial information and the price
of our common stock could decline.
As we transition from our status as "an emerging growth company," we may need to upgrade our systems or create
new systems, implement additional financial and management controls, reporting systems and procedures, create or outsource
an internal audit function, and hire additional accounting and finance staff. If we are unable to accomplish these objectives in a
timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to
reporting companies could be impaired. Any failure to maintain effective internal control over financial reporting could have a
material adverse effect on our business, prospects, liquidity, financial condition and results of operations.
26
We are an "emerging growth company", and, as a result of the reduced disclosure and governance requirements
applicable to emerging growth companies, our common stock may be less attractive to investors.
We are an "emerging growth company," as defined in the JOBS Act, and we are eligible to take advantage of certain
exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies,
including, but not limited to, an exemption from the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act,
reduced disclosure about executive compensation arrangements pursuant to the rules applicable to smaller reporting companies
and no requirement to seek non-binding advisory votes on executive compensation. We have elected to adopt these reduced
disclosure requirements. We could be an emerging growth company until the last day of the fiscal year following the fifth
anniversary of the completion of our initial public offering, although a variety of circumstances could cause us to lose that
status earlier. We cannot predict whether investors will find our common stock less attractive as a result of our taking advantage
of these exemptions. If some investors find our common stock less attractive as a result of our choices, there may be a less
active trading market for our common stock and our stock price may be more volatile.
Risks Related to Ownership of Our Common Stock
The price of our Common Stock is subject to volatility and our trading volume is relatively low.
The market price of our common stock may be highly volatile and subject to wide fluctuations. Compared to other
public homebuilders, we believe we have relatively low trading volume. Because of this limited trading volume, purchases and
sales of large numbers of our shares may cause rapid price swings in our stock. In addition, our financial performance,
government regulatory action, tax laws, additions or departures of key personnel, interest rates and market conditions in general
could have a significant impact on the future market price of our common stock.
If securities or industry analysts do not publish, or cease publishing, research or reports about us, our business or
our market, or if they change their recommendations regarding our common stock adversely, our stock price and trading
volume could decline.
The trading market for our common stock is influenced by whether industry or securities analysts publish research and
reports about us, our business, our market or our competitors and, if any analysts do publish such reports, what they publish in
those reports. Any analysts who do cover us may make adverse recommendations regarding our common stock, adversely
change their recommendations from time to time or provide more favorable relative recommendations about our competitors. If
any analyst who cover us now or may cover us in the future were to cease coverage of our company or fail to regularly publish
reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to
decline.
We do not intend to pay dividends on our common stock for the foreseeable future.
We currently intend to retain our future earnings to finance the development and expansion of our business and,
therefore, do not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination to pay
dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations,
capital requirements, restrictions contained in any financing instruments, applicable legal requirements and such other factors
as our board of directors deems relevant. Accordingly, stockholders may need to sell their shares of our common stock to
realize a return on investment, and may not be able to sell shares at or above the price paid for them.
Certain stockholders have rights to cause our Company to undertake securities offerings. Future sales of our
common stock or other securities convertible into our common stock could cause the market value of our common stock to
decline and could result in dilution of your shares.
Our board of directors is authorized, without stockholder approval, to cause us to issue additional shares of our
common stock or to raise capital through the issuance of preferred stock, securities (including debt securities) convertible into
common stock, options, warrants and other rights, on terms and for consideration as our board of directors in its sole discretion
may determine. In addition, we entered into a registration rights agreement with the individual founders and certain of our
institutional shareholders, IHP Capital Partners VI, LLC, TCN/TNHC LP, and Watt/TNHC LLC (the "Institutional Investors")
at the time our Company consummated its initial public offering. If these holders, or any shareholders, sell substantial amounts
of their shares, the price of our common stock could decline significantly. In addition, the sale of these shares could impair our
ability to raise capital through the sale of additional equity securities. We cannot predict the effect, if any, of future sales of our
common stock, or other securities on the value of our common stock. Sales of substantial amounts of our common stock by a
large stockholder or otherwise, or the perception that such sales could occur, may adversely affect the market price of our
common stock.
27
Our Notes and Future offerings of debt securities, which rank senior to our common stock upon our bankruptcy or
liquidation, and future offerings of equity securities that may be senior to our common stock for the purposes of dividend
and liquidating distributions, may adversely affect the market price of our common stock.
We have issued $325 million in aggregate principal amount of Notes. In the future, we may attempt to increase our
capital resources by conducting offerings of debt securities or additional offerings of equity securities. Upon bankruptcy or
liquidation, holders of our debt securities, including the Senior Notes, and shares of preferred stock and lenders with respect to
other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity
offerings may dilute the holdings of our existing stockholders or reduce the market price of our common stock, or both. Our
preferred stock, if issued, could have a preference on liquidating distributions or a preference on dividend payments or both that
could limit our ability to make a dividend distribution to the holders of our common stock. Our decision to issue securities in
any future offering will depend on market conditions and other factors beyond our control. As a result, we cannot predict or
estimate the amount, timing or nature of our future offerings, and purchasers of our common stock bear the risk of our future
offerings reducing the market price of our common stock and diluting their ownership interest in our company.
Certain large stockholders own a significant percentage of our shares and exert significant influence over us. Their
interests may not coincide with ours and may have conflicts of interests with us in the future.
The Institutional Investors, H. Lawrence Webb, Wayne Stelmar, Tom Redwitz and Joseph Davis beneficially own (as
such term is defined in Section 13(d)(3) of the Exchange Act), directly or indirectly through their affiliates, approximately 37%
of our common stock. Such holders are also party to an investor rights agreement, pursuant to which each such holder agreed
to vote, for each of the Institutional Investors, in favor of one individual for nomination and election to the Board chosen by
such Institutional Investor for so long as such Institutional Investor owns 4% or more of our then-outstanding stock. Each
Institutional Investor has also agreed to vote its shares of common stock in favor of Messrs. Webb, Stelmar or Berchtold (or, if
at that time nominated as a director, Messrs. Davis or Redwitz) in any election in which any such individual is a nominee. In
addition to the influence such holders have due to their voting arrangement, to the extent they and their affiliates vote their
shares together on any matter, their combined stock ownership may effectively give them the power to influence matters
reserved for our shareholders, including the election of members of our board of directors and significant corporate or change
of control transactions.
Circumstances may occur in which the interest of these shareholders could be in conflict with your interests or our
interests. In addition, such persons may have an interest in pursuing transactions that, in their judgment, enhance the value of
their equity investment in us, even though such transactions may involve risks to you. For example, our Institutional Investors
are also in the real estate and land development business. Such Institutional Investors and their affiliates may have an interest
in directly or indirectly pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could
enhance their other equity investments, even though such transactions might involve risks to us. We have entered into various
business relationships with some of our Institutional Investors, including real estate development or homebuilding joint
ventures. While our audit committee, and in some cases all of our independent or disinterested board members, have reviewed
and approved all such transactions, we do not have exclusive control over such joint ventures, which may prevent us from
taking actions that are in our best interest but opposed by our partners. If the projects within such joint ventures do not perform
well, it is possible that disputes between us and our partners may result in litigation or arbitration which would be further
complicated due to the conflict of interest. Any such dispute would increase our expenses and prevent our officers and directors
from focusing their time and efforts on our business and could have a material and adverse effect on our business. See the Risk
Factor entitled "We currently have significant amounts invested in unconsolidated joint ventures with independent third parties
in which we have less than a controlling interest. These investments are highly illiquid and have significant risks due to, in part,
a lack of sole decision-making authority and reliance on the financial condition and liquidity of our joint venture partners" for
a description of additional risks arising from our investments in joint ventures. Institutional Investors and their affiliates are
involved in business that provides equity capital for residential housing, land and development, including for businesses that
directly or indirectly compete with our business. In their capacities as principals or executives of those businesses, they may
also pursue opportunities that may be complementary to our business, and, as a result, those opportunities may not be available
to us.
Item 1B.
Unresolved Staff Comments
Not Applicable.
28
Item 2.
Properties
We lease our corporate headquarters in Aliso Viejo, California. The lease on this facility consists of approximately
18,700 square feet and expires in November 2020. In addition, we lease divisional offices in Northern California, Southern
California and Arizona, including approximately 6,800 square feet through May 2020 in Roseville (of which approximately
5,800 square feet is sublet), approximately 7,700 square feet through September 2021 in Walnut Creek, approximately 1,400
square feet through July 2018 in Agoura Hills and approximately 2,000 square feet through February 2021 in Scottsdale. For
information on land owned and controlled by us and our joint ventures for use in our homebuilding activities, please refer to
Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations -
Lots Owned and Controlled", "- Equity in Net Income of Unconsolidated Joint Ventures" and "- Off-Balance Sheet
Arrangements and Contractual Obligations - Joint Ventures".
Item 3.
Legal Proceedings
We are involved in various claims and litigation arising in the ordinary course of business. We do not believe that any
such claims and litigation will have a material adverse effect upon our results of operations or financial position.
Item 4.
Mine Safety Disclosures
Not Applicable.
29
Item 5.
Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
PART II
Our common stock is listed on the New York Stock Exchange under the ticker symbol "NWHM" and began trading on
January 31, 2014. The following table sets forth the high and low intra-day sales prices per share of our common stock for the
periods indicated, as reported by the NYSE.
Fiscal Year 2017
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Fiscal Year 2016
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
Low
$11.93
$12.23
$11.96
$13.20
$12.78
$12.79
$11.28
$12.55
$10.07
$10.24
$9.75
$10.27
$7.51
$8.62
$8.85
$9.45
The following performance graph shows a comparison of the cumulative total returns to stockholders of the
Company’s common stock from January 31, 2014 (the date of our initial public offering, using the price of which our shares of
common stock were initially sold to the public) to December 31, 2017, as compared with the Standard & Poor’s 500 Composite
Stock Index and the Dow Jones Industry Group-U.S. Home Construction Index. The comparison assumes $100 was invested
in our common stock on January 31, 2014 and in each of the foregoing indices on January 31, 2014 and assumes the
reinvestment of dividends.
30
The performance graph and related information shall not be deemed to be "soliciting material" or to be "filed" with
the Securities and Exchange Commission, nor shall such information be incorporated by reference into any filing under the
Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically
incorporate it by reference.
The above graph is based upon common stock and index prices calculated as of the end of each period. The stock
price performance of the Company’s common stock depicted in the graph above represents past performance only and is not
necessarily indicative of future performance.
As of February 12, 2018, we had 12 holders of record of our common stock. The number of holders of record is based
upon the actual numbers of holders registered at such date and does not include holders of shares in "street name" or persons,
partnerships, associates, corporations or other entities in security position listings maintained by depositories.
Dividends
We currently intend to retain our future earnings to finance the development and expansion of our business and,
therefore, do not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination to pay
dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations,
capital requirements, compliance with Delaware law, restrictions contained in any financing instruments, including but not
limited to, our unsecured credit facility and senior notes indenture, and such other factors as our board of directors deem
relevant.
Issuer Share Repurchases
We had no share repurchases during the year ended December 31, 2017.
Recent Sales of Unregistered Securities
We did not sell any unregistered securities during the year ended December 31, 2017.
31
Item 6.
Selected Financial Data
The following sets forth our selected financial data and other operating data on a historical basis. You should read the
following selected financial data in conjunction with our consolidated financial statements and the related notes, "Risk Factors"
and with "Management’s Discussion and Analysis of Financial Condition and Results of Operations," which are included
elsewhere in this annual report on Form 10-K. The historical results presented below are not necessarily indicative of the
results to be expected for any future period.
Year Ended December 31,
Income Statement Data
Home sales revenue
$
560,842
$
507,949
$
280,209
$
56,094
$
Fee building revenue, including management fees
190,324
186,507
149,890
93,563
2017
2016
2015
(Dollars in thousands, except per share amounts)
2014
—
—
—
—
$
751,166
$
694,456
$
430,099
$
149,657
$
83,228
Land sales revenue
Total revenues
Pretax income:
Homebuilding
Fee building
Pretax income
Net income attributable to the Company
Basic earnings per share
Diluted earnings per share
Weighted Average Common Shares Outstanding: (2)
Basic
Diluted
Balance Sheet Data
Cash and cash equivalents
Real estate inventories (3)
Investment in and advances to unconsolidated joint ventures $
$
$
Total assets
Total debt
Stockholders’ equity (4)
Stockholders' equity per common share outstanding
Cash dividends declared per share
Operating Data (excluding unconsolidated JVs)
Net new home orders
New homes delivered
Average sales price of homes delivered
Selling communities at end of year
Backlog at end of year, number of homes
Backlog at end of year, dollar value
Average sales price of homes in backlog
$
$
$
$
$
$
$
$
$
$
$
$
$
27,034
5,497
32,531
17,152
0.82
0.82
20,849,736
20,995,498
123,546
416,143
55,824
644,512
318,656
263,990
12.64
$
$
$
$
$
$
$
$
$
$
$
$
25,546
8,404
33,950
21,022
1.02
1.01
$
$
$
$
$
23,698
10,213
33,911
21,688
1.29
1.28
20,685,386
16,767,513
20,791,445
16,941,088
30,496
286,928
50,857
419,136
118,000
244,523
11.81
$
$
$
$
$
$
$
45,874
200,636
60,572
351,270
83,082
220,775
10.75
$
$
$
$
$
$
$
$
$
$
$
$
497
4,506
5,003
4,787
0.30
0.30
15,927,917
15,969,199
44,058
157,629
60,564
291,958
113,751
148,084
9.00
$
$
$
$
$
$
$
$
$
$
$
$
— $
— $
— $
— $
412
341
1,645
17
153
162,250
1,060
$
$
$
253
250
2,032
15
79
187,296
2,371
$
$
$
174
148
1,893
10
67
166,567
2,486
$
$
$
79
53
1,058
4
41
86,711
2,115
$
$
$
Operating Data – Fee Building Projects (excluding unconsolidated JVs)
533
820
299
Homes started
Homes delivered
Homes under construction at end of period
784
644
586
513
537
446
550
206
470
32
2013(1)
35,663
47,565
—
1,748
5,248
6,996
6,706
0.85
0.85
7,905,757
7,905,757
9,541
44,088
32,270
98,949
17,883
64,356
7.45
—
72
82
435
3
15
11,867
791
215
194
126
(1)
(2)
(3)
(4)
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.
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.
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.
For the year ended December 31, 2013 (prior to the Company's IPO), amount represents members' equity in TNHC LLC.
33
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following in conjunction with the sections of this annual report on Form 10-K entitled "Risk
Factors," "Cautionary Note Concerning Forward-Looking Statements," "Selected Financial Data" and "Business" and our
historical financial statements and related notes thereto included elsewhere in this annual report on Form 10-K. This
discussion contains forward-looking statements reflecting current expectations that involve risks and uncertainties. Actual
results and the timing of events may differ materially from those contained in these forward-looking statements due to a number
of factors, including those discussed in the section entitled "Risk Factors" and elsewhere in this annual report on Form 10-K.
Non-GAAP Measures
This annual report on Form 10-K includes certain non-GAAP measures, including homebuilding gross margin before
impairments, homebuilding gross margin percentage before impairments, Adjusted EBITDA, Adjusted EBITDA margin
percentage, the ratio of Adjusted EBITDA to total interest incurred, net income attributable to the Company before noncash
deferred tax asset charge, earnings per share and diluted earnings per share attributable to the Company before noncash
deferred tax asset charge, net debt, the ratio of net debt-to-capital, adjusted homebuilding gross margin, adjusted homebuilding
gross margin percentage, and the effective tax rate before noncash deferred tax asset charge. For a reconciliation of
homebuilding gross margin before impairments, homebuilding gross margin percentage before impairments, Adjusted
EBITDA, Adjusted EBITDA margin percentage, and the ratio of Adjusted EBITDA to total interest incurred to the comparable
GAAP measures please see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations
- Consolidated Financial Data." For a reconciliation of net income attributable to the Company before noncash deferred tax
asset charge, earnings per share and diluted earnings per share attributable to the Company before noncash deferred tax asset
charge, and the effective tax rate before noncash deferred tax asset charge to the comparable GAAP measures, please see Item
7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Overview." For a reconciliation
of adjusted homebuilding gross margin and adjusted homebuilding gross margin percentage to the comparable GAAP
measures, please see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations -
Results of Operations - Homebuilding Gross Margin." For a reconciliation of net debt and net debt-to-capital to the
comparable GAAP measures, please see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources - Debt-to-Capital Ratios."
34
Consolidated Financial Data
Revenues:
Home sales
Fee building, including management fees from unconsolidated joint
ventures of $4,945, $8,202 and $12,426, respectively
Cost of Sales:
Home sales
Home sales impairments
Land sales impairment
Fee building
Gross Margin:
Home sales
Land sales
Fee building
Home sales gross margin
Home sales gross margin before impairments(1)
Fee building gross margin
Selling and marketing expenses
General and administrative expenses
Equity in net income of unconsolidated joint ventures
Other income (expense), net
Pretax income
Provision for income taxes
Net income
Net loss attributable to noncontrolling interest
Net income attributable to The New Home Company Inc.
Interest incurred
Adjusted EBITDA(2)
Adjusted EBITDA margin percentage (2)
Ratio of Adjusted EBITDA to total interest incurred (2)
2017
Year Ended December 31,
2016
(Dollars in thousands)
2015
$
560,842
$
507,949
$
280,209
190,324
751,166
473,213
2,200
—
184,827
660,240
85,429
—
5,497
90,926
15.2%
15.6%
2.9%
(32,702)
(26,330)
866
(229)
32,531
(15,390)
17,141
11
17,152
21,978
50,145
6.7%
2.3x
$
$
$
186,507
694,456
433,559
2,350
1,150
178,103
615,162
72,040
(1,150)
8,404
79,294
14.2%
14.6%
4.5%
(26,744)
(25,882)
7,691
(409)
33,950
(13,024)
20,926
96
21,022
7,484
43,144
6.2%
5.8x
$
$
$
149,890
430,099
235,232
—
—
139,677
374,909
44,977
—
10,213
55,190
16.1%
16.1%
6.8%
(13,741)
(20,278)
13,767
(1,027)
33,911
(12,533)
21,378
310
21,688
4,722
46,209
10.7%
9.8x
$
$
$
35
(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.
Home sales revenue
Cost of home sales
Homebuilding gross margin
Add: Home sales impairments
Homebuilding gross margin before impairments
2017
%
2016
%
2015
%
Year Ended December 31,
(Dollars in thousands)
$
560,842
475,413
85,429
2,200
87,629
100.0% $
84.8%
15.2%
0.4%
15.6%
507,949
435,909
72,040
2,350
74,390
100.0% $
85.8%
14.2%
0.4%
14.6%
280,209
235,232
44,977
—
44,977
100.0%
83.9%
16.1%
—%
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.
Net income
Add:
Interest amortized to cost of sales and other expense
Provision for income taxes
Depreciation and amortization
Amortization of equity-based compensation
Cash distributions of income from unconsolidated joint ventures
Noncash impairments and abandonments
Less:
Gain from notes payable principal reduction
Equity in income of unconsolidated joint ventures
Adjusted EBITDA
Total Revenue
Adjusted EBITDA margin percentage
Interest incurred
Ratio of Adjusted EBITDA to total interest incurred
Year Ended December 31,
2017
2016
2015
(Dollars in thousands)
$
17,141
$
20,926
$
21,378
11,057
15,390
449
2,803
1,588
2,583
—
(866)
$
$
50,145
751,166
$
$
6.7%
21,978
2.3x
5,331
13,024
511
3,471
3,742
4,080
(250)
(7,691)
43,144
694,456
6.2%
7,484
5.8x
$
$
2,596
12,533
473
3,884
18,477
635
—
(13,767)
46,209
430,099
10.7%
4,722
9.8x
36
Overview
Solid buyer demand continued in California during 2017 as the Company continued to make progress with its strategy
to grow its wholly owned business by increasing its wholly owned deliveries by 36%, community count at period end by 13%
and net new orders by 63%. Total revenues for 2017 totaled $751.2 million as compared to $694.5 million in 2016, with home
sales revenue up 10% to $560.8 million even after a 19% lower average selling price to $1.6 million as compared to $2.0 million
a year ago. The decrease in average selling price was the result of expanding our total community count as well as our strategy
to broaden our product price points to more affordably-priced product. At the same time our gross margins from home sales
improved 100 basis points during 2017 to 15.2%.
Net income attributable to the Company for 2017 was $17.2 million, or $0.82 per diluted share, and included a noncash
deferred tax asset charge of $3.2 million (or $0.15 per diluted share) attributable to the revaluation of the Company's deferred tax
asset related to the reduction in the federal corporate tax rate in connection with the Tax Cuts and Jobs Act enacted in December
2017. Excluding the noncash deferred tax asset charge, net income for 2017 was $20.3 million*, or $0.97* per diluted share,
compared to $21.0 million, or $1.01 per diluted share, for 2016. Net income excluding the noncash deferred tax asset charge is a
non-GAAP measure. See the table below reconciling this non-GAAP financial measure to net income. The slight decrease in net
income before the adjustment to our deferred tax asset was primarily due to a $6.8 million reduction in joint venture income, a
$3.3 million decrease in joint venture management fees and a $2.9 million decline in fee building gross margin, which was
largely offset by a 10% increase in the Company's wholly owned home sales revenues and a 100 basis point improvement in
homes sales gross margin.
During 2017, the Company executed on its strategic initiative to broaden its product portfolio by including more
affordably-priced product to attract a deeper, more diverse customer base. The strategic shift in product offerings included the
opening of seven new communities with initial base pricing below $750,000. Overall, the Company ended 2017 with 17 active
selling communities compared to 15 at the end of 2016. Net new orders for 2017 were up 63% compared to 2016 due to a 59%
higher monthly sales absorption rate driven by healthy buyer demand and lower price points offered in 2017. The increase in
orders drove a 94% increase in backlog units at December 31, 2017 as compared to a year ago.
The Company also made significant progress during the year in improving its financial position and liquidity by issuing
$325 million of senior unsecured notes due 2022. The Company ended the year with $123.5 million in cash and cash
equivalents, no debt outstanding under its $200 million unsecured revolving credit facility, a debt-to-capital ratio of 54.7% and a
net debt-to-capital ratio of 42.4%*. The Company also grew the number of lots owned and controlled by its wholly owned
operations by 75% to approximately 2,750 lots, including the first acquisition of wholly owned lots in Arizona. Of the wholly
owned lots owned and controlled, approximately 66% were controlled through option contracts.
We expect the product transition experienced in 2017 to continue into 2018 with the anticipated opening of six new
communities at price points of $750,000 or below. With the continued product mix shift, we expect increased deliveries for
2018 at a lower average selling price. The foundation we have established during 2017 positions us well in our markets and has
set us up to deliver solid returns for our shareholders.
* Net income attributable to the Company before noncash deferred tax asset charge, diluted earnings per share attributable to the Company before noncash
deferred tax asset charge, and net debt-to-capital ratio are non-GAAP measures. For a reconciliation of net income attributable to the Company before noncash
deferred tax asset charge and diluted earnings per share attributable to the Company before noncash deferred tax asset to the comparable GAAP measures, please
see the table below. For a reconciliation of the net debt-to-capital ratio to the appropriate GAAP measure, please see "Liquidity and Capital Resources - Debt-to-
Capital Ratios." We believe removing the impact of the noncash deferred tax asset charge is relevant to provide investors with an understanding of the impact
the charge had to earnings and our effective tax rate and to allow a more direct comparison of earnings to the prior year period. We believe that the ratio of net
debt-to-capital is a relevant financial measure for management and investors to understand the leverage employed in our operations and as an indicator of the
Company’s ability to obtain financing.
37
Year Ended December 31,
2017
2016
2015
(Dollars in thousands, except per share amounts)
$
$
$
$
$
$
$
$
$
$
17,152
3,190
20,342
0.82
0.82
0.98
0.97
20,849,736
20,995,498
32,531
15,390
47.3%
15,390
(3,190)
12,200
$
$
$
$
$
$
$
$
$
$
21,022
—
21,022
1.02
1.01
1.02
1.01
20,685,386
20,791,445
33,950
13,024
38.4%
13,024
—
13,024
$
$
$
$
$
$
$
$
$
$
21,688
—
21,688
1.29
1.28
1.29
1.28
16,767,513
16,941,088
33,911
12,533
37.0%
12,533
—
12,533
37.5%
38.4%
37.0%
Net income attributable to The New Home Company Inc.
Noncash deferred tax asset charge
Net income attributable to The New Home Company before noncash deferred tax asset charge
Earnings per share attributable to The New Home Company Inc.:
Basic
Diluted
Earnings per share attributable to The New Home Company Inc. before noncash deferred tax asset charge:
Basic
Diluted
Weighted average shares outstanding:
Basic
Diluted
Effective tax rate for The New Home Company Inc.:
Pretax Income
Provision for income taxes
Effective tax rate(1)
Effective tax rate for The New Home Company Inc. before noncash deferred tax asset charge:
Provision for income taxes
Less: noncash deferred tax asset charge
Provision for income taxes before noncash deferred tax asset charge
Effective tax rate for The New Home Company Inc. before noncash deferred tax asset charge(1)
(1) Effective tax rate is computed by dividing provision for income taxes by pretax income.
Results of Operations
Net New Home Orders
Net new home orders
Southern California
Northern California
Total net new home orders
Selling communities at end of period
Southern California
Northern California
Total selling communities
Average selling communities
Monthly sales absorption rate per community (1)
Cancellation rate
Year Ended December 31,
Change
Change
2017
Amount
%
2016
Amount
%
2015
197
215
412
10
7
17
13
2.7
56
103
159
2
—
2
1
1.0
9%
(3)%
40%
92%
63%
25%
—%
13%
8%
59%
NA
141
112
253
8
7
15
12
1.7
12%
55
24
79
4
1
5
5
(0.2)
2%
64 %
27 %
45 %
100 %
17 %
50 %
71 %
(11)%
NA
86
88
174
4
6
10
7
1.9
10%
(1) Monthly sales absorption represents the number of net new home orders divided by the number of average selling communities for the period.
38
Net new home orders for the year ended December 31, 2017 increased 63% compared to the same period in 2016. The
increase was primarily driven by a 59% increase in the monthly sales absorption rate per community and to a lesser extent, an
8% increase in average selling communities. The improvement in absorption rate was driven by solid order activity in both
Southern and Northern California resulting from the addition of more affordably-priced product, which generally sells at a faster
pace than move-up or luxury product. Southern California experienced monthly absorption of 2.3 sales per community in 2017,
compared to 1.8 in the prior year, while high buyer demand resulted in an 82% increase in monthly sales absorption to 3.1 sales
per community for Northern California in 2017 compared to 2016.
Net new home orders for the year ended December 31, 2016 increased 45% compared to 2015 primarily due to an
increase in the number of selling communities, which was partially offset by a slightly slower monthly sales absorption rate.
The Company continued to experience a fairly modest cancellation rate in 2017 that was relatively consistent with the
prior two years. We believe our cancellation rate is one of the lower rates in the industry due to many factors, including loan
prequalifying buyers before writing sales contracts, the high level of personalized options that our homebuyers select, which
creates emotional attachment, and a higher proportion of affluent buyers with strong credit profiles.
Backlog
Year Ended December 31,
2017
Dollar
Value
Homes
Average
Price
Homes
2016
Dollar
Value
Average
Price
Homes
% Change
Dollar
Value
Average
Price
Southern California
Northern California
Total
71
82
$ 93,955
$
1,323
68,295
833
153
$162,250
$
1,060
(Dollars in thousands)
48
31
79
$162,599
$
3,387
24,697
797
$187,296
$
2,371
48%
165%
94%
(42)%
177 %
(13)%
(61)%
5 %
(55)%
Year Ended December 31,
2016
Dollar
Value
Homes
Average
Price
Homes
2015
Dollar
Value
Average
Price
Homes
% Change
Dollar
Value
Average
Price
Southern California
Northern California
Total
48
31
79
$162,599
$ 3,387
24,697
797
$187,296
$ 2,371
(Dollars in thousands)
45
22
67
$149,405
$
3,320
17,162
780
$166,567
$
2,486
7%
41%
18%
9%
44%
12%
2 %
2 %
(5)%
Backlog reflects the number of homes, net of cancellations, for which we have entered into a sales contract with a
customer, but for which we have not yet delivered the home. Backlog dollar value at December 31, 2017 declined 13%
compared to the prior year end due to a 55% decrease in average selling price to $1.1 million as compared to $2.4 million, which
was partially offset by a 94% increase in backlog units. The decline in the average selling price of homes in backlog was
primarily related to the delivery of the final homes from two higher-priced luxury communities in Newport Coast, CA in 2017.
Additionally, ending 2017 backlog included increased contributions from more affordably-priced communities consistent with
the Company's strategic shift to diversify its product offerings and access a deeper buyer pool as compared to ending backlog at
December 31, 2016. The increase in the number of homes in backlog as of December 31, 2017 compared to the prior year
period was largely the result of higher monthly sales absorption rates.
The dollar value of backlog at December 31, 2016 was up 12% to $187.3 million over the prior year period due to an 18%
increase in the number of homes in backlog, partially offset by a 5% reduction in the average selling price of homes in backlog.
The higher backlog dollar value in Southern California as compared to Northern California was due to higher community counts
in Southern California combined with higher-priced communities, particularly in Newport Coast, CA, where we had two coastal
luxury communities where average home prices in backlog exceeded $5 million. The increase in the number of homes in
backlog as of December 31, 2016 compared to the prior year period was the result of increased net new home orders.
39
Lots Owned and Controlled
Lots Owned
Southern California
Northern California
Arizona
Total
Lots Controlled(1)
Southern California
Northern California
Arizona
Total
Lots Owned and Controlled - Wholly Owned
Fee Building(2)
Total Lots Owned and Controlled
December 31,
Change
Change
2017
Amount
%
2016
Amount
%
2015
563
318
65
946
278
1,031
497
1,806
2,752
920
3,672
273
18
65
356
(443)
766
497
820
1,176
(15)
1,161
94 %
6 %
NA
60 %
(61)%
289 %
NA
83 %
75 %
(2)%
46 %
290
300
—
590
721
265
—
986
1,576
935
2,511
167
11
—
178
(33)
113
—
80
258
(487)
(229)
136 %
4 %
NA
43 %
(4)%
74 %
— %
9 %
20 %
(34)%
(8)%
123
289
—
412
754
152
—
906
1,318
1,422
2,740
(1)
(2)
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.
Lots owned by third party property owners for which we perform general contracting services.
Consistent with our focus to grow our wholly owned business, the Company increased the number of wholly owned
lots owned and controlled by 75% and 20% year-over-year for the years ending December 31, 2017 and 2016, respectively. Of
the lots owned and controlled at December 31, 2017, 66% were controlled through option contracts. The increase in wholly
owned lots owned and controlled was due to our planned expansion in Arizona where we entered into contracts on four land
parcels totaling 562 aggregate lots, and an increase in lots controlled in Northern California primarily due to two new
developments with multiple planning areas, one for 418 lots in Vacaville, CA and a second for 394 lots in a masterplan
development in Folsom, CA. The increase in wholly owned lots owned and controlled was partially offset by a 36% increase in
new home deliveries in 2017.
The slight decrease in fee building lots at December 31, 2017 as compared to 2016 was attributable to delivering 820
homes during 2017, offset partially by contracts from the Company's largest customer awarded in 2017 for seven new fee
building communities totaling 804 lots.
40
Home Sales Revenue and New Homes Delivered
Year Ended December 31,
2017
Dollar
Value
Homes
Average
Price
Homes
2016
Dollar
Value
% Change
Average
Price
Homes
Dollar
Value
Average
Price
Southern California
Northern California
Total
174
167
341
$433,651
$
2,492
127,191
762
$560,842
$
1,645
(Dollars in thousands)
147
103
250
$422,041
$
2,871
85,908
834
$507,949
$
2,032
18%
62%
36%
3%
48%
10%
(13)%
(9)%
(19)%
Year Ended December 31,
2016
Dollar
Value
Homes
Average
Price
Homes
2015
Dollar
Value
Average
Price
Homes
% Change
Dollar
Value
Average
Price
(Dollars in thousands)
Southern California
Northern California
Total
147
103
250
$422,041
$
2,871
85,908
834
74
74
$205,815
$
2,781
74,394
1,005
$507,949
$
2,032
148
$280,209
$
1,893
99%
39%
69%
105%
15%
81%
3 %
(17)%
7 %
New home deliveries increased 36% for the year ended December 31, 2017 compared to the prior year period. The
increase in deliveries was the result of a higher number of homes in backlog at December 31, 2016 and an increase in new home
orders during the year. Home sales revenue for 2017 increased 10% compared to 2016 primarily due to an increase in new home
deliveries, which was offset by a 19% lower average sales price per delivery. The year-over-year decrease in average sales price
was driven by increased deliveries from our Northern California operations, which has lower-priced communities than Southern
California, coupled with a product mix shift for both Southern California and Northern California as deliveries from more
affordably-priced communities increased.
Home sales revenue for the year ended December 31, 2016 increased 81% to $507.9 million compared to $280.2 million
in 2015. The increase in home sales revenue in 2016 as compared to 2015 was driven primarily by a 69% increase in deliveries
and to a lesser extent, a 7% increase in the average selling price of homes to $2.0 million. The increase in deliveries was the
result of a higher number of homes in beginning backlog to start 2016 and a 45% increase in net new home orders during 2016.
The increase in our average selling price was due to a 99% increase in deliveries from our Southern California operations, which
had a significantly higher average selling price than our Northern California operations due to a higher concentration of luxury
homes in coastal locations.
Homebuilding Gross Margin
Homebuilding gross margin percentage for 2017 improved 100 basis points to 15.2% as compared to 14.2% in the prior
year. 2017 included $2.2 million in noncash inventory impairments related to one homebuilding community in Southern
California while 2016 included $2.4 million in noncash inventory impairment charges related to two homebuilding communities,
one in each of Southern and Northern California. The impairments in both years were due to project specific issues, including
slower monthly sales absorption rates that required additional sales incentives. In addition, the 2017 and 2016 homebuilding
gross margins included a benefit related to warranty adjustments of $0.8 million and $1.1 million, respectively. The
homebuilding gross margin before impairments for 2017 was 15.6% versus 14.6% in 2016. Homebuilding gross margin before
impairments is a non-GAAP measure. See the table below reconciling this non-GAAP financial measure to homebuilding gross
margin, the nearest GAAP equivalent. The 100 basis point improvement in homebuilding gross margin before impairments as
compared to the prior year was due primarily to a change in product mix, including the favorable impact of higher-margin,
coastal communities located in Newport Coast, CA.
Homebuilding gross margin percentage for the year ended December 31, 2016 was 14.2%, compared to 16.1% for 2015.
Homebuilding gross margin before impairments for 2016 was 14.6% versus 16.1% in the prior year period. The 150 basis point
decline in homebuilding gross margin before impairments as compared to the prior year was due primarily to a change in mix,
including lower margins in masterplan communities located in Irvine and lower margins in the Bay Area. These decreases were
partially offset by higher margins from the initial deliveries in our Crystal Cove communities in Newport Coast, CA, and to a
41
lesser extent, a 20 basis point benefit from a warranty accrual adjustment made during the 2016 third quarter that increased
homebuilding gross margin by $1.1 million.
Excluding home sales impairments and interest in cost of home sales, adjusted homebuilding gross margin percentage for
the years ended December 31, 2017, 2016 and 2015 were 17.6%, 15.7% and 16.9%, respectively. See the table below
reconciling this non-GAAP financial measure to homebuilding gross margin, the nearest GAAP equivalent.
Home sales revenue
Cost of home sales
Homebuilding gross margin
Add: Home sales impairments
Homebuilding gross margin before impairments (1)
Add: Interest in cost of home sales
Adjusted homebuilding gross margin(1)
2017
%
2016
%
2015
%
Year Ended December 31,
(Dollars in thousands)
$ 560,842
100.0%
$ 507,949
100.0%
$ 280,209
100.0%
475,413
85,429
2,200
87,629
11,021
$
98,650
84.8%
15.2%
0.4%
15.6%
2.0%
17.6%
435,909
72,040
2,350
74,390
5,331
$
79,721
85.8%
14.2%
0.4%
14.6%
1.1%
15.7%
235,232
44,977
—
44,977
2,511
$
47,488
83.9%
16.1%
—%
16.1%
0.8%
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.
Land Sales
During the fourth quarter of 2016, the Company recorded a noncash land sale impairment charge of $1.2 million related
to land under development in Northern California that the Company initially intended to sell. The land sale was ultimately not
consummated and the Company made the determination to develop and build homes on this land.
Fee Building
Fee building revenue
Cost of fee building
Fee building gross margin
2017
%
2016
%
2015
%
Year Ended December 31,
(Dollars in thousands)
$ 190,324
100.0%
$ 186,507
100.0%
$ 149,890
100.0%
184,827
$
5,497
97.1%
2.9%
178,103
$
8,404
95.5%
4.5%
139,677
$
10,213
93.2%
6.8%
Our fee building revenues include (i) billings to third-party land owners for general contracting services, and (ii)
management fees from our unconsolidated joint ventures for construction management services. Cost of fee building includes
(i) labor, subcontractor, and other indirect construction and development costs that are reimbursable by the land owner, and (ii)
general and administrative, or G&A, expenses that are attributable to fee building activities and joint venture management
overhead. Besides allocable G&A expenses, there are no other material costs associated with management fees from our
unconsolidated joint ventures.
Billings to land owners are a function of construction activity and reimbursable costs are incurred as homes are started.
The total billings and reimbursable costs are driven by the pace at which the land owner has us execute its development plan.
Management fees from our unconsolidated joint ventures are collected over the project's life and as homes and lots are delivered.
For the year ended December 31, 2017, fee building revenues increased 2% from the prior year period primarily due to an
increase in fee building costs incurred related to a higher fee building delivery volume. Included in fee building revenues for the
years ended December 31, 2017 and December 31, 2016 were (i) $185.4 million and $178.3 million of billings to land owners
for general contracting services for 2017 and 2016, respectively, and (ii) $4.9 million and $8.2 million of management fees from
our unconsolidated joint ventures for 2017 and 2016, respectively. The decrease in management fees from JVs was primarily the
result of fewer deliveries and lower land sales revenue from JV communities.
For the year ended December 31, 2017, cost of fee building increased due to the increase in fee building activity, compared
to the same period during 2016. The amount of G&A expenses included in cost of fee building was $8.3 million and $8.8
42
million for the years ended December 31, 2017 and 2016, respectively. Fee building gross margin percentage decreased to 2.9%
for the year ended December 31, 2017 from 4.5% in the prior year period. The decrease in fee building gross margin was due to
a change in the fee building business arrangements on certain projects combined with a decrease in management fees received
from joint ventures.
For the year ended December 31, 2016, fee building revenues were up 24% from the prior year period due to an increase
in fee building activity resulting from a higher number of homes under construction during the year. The increase in number of
homes under construction was due to an increased number of homes started during the year, at the direction of the land owner,
offset partially by an increase in the number of homes completed and delivered. Included in fee building revenues for the years
ended December 31, 2016 and December 31, 2015 were (i) $178.3 million and $137.5 million of billings to land owners for
general contracting services for 2016 and 2015, respectively, and (ii) $8.2 million and $12.4 million of management fees from
our unconsolidated joint ventures for 2016 and 2015, respectively. The decrease in management fees from JVs was primarily the
result of fewer deliveries and lower home and land sales revenue from JV communities, which was consistent with the
Company’s strategic shift to emphasize wholly owned operations.
For the year ended December 31, 2016, cost of fee building increased due to the increase in fee building revenues,
compared to the same period during 2015. The amount of G&A expenses included in cost of fee building was $8.8 million in
both 2016 and 2015. Fee building gross margin percentage decreased to from 6.8% to 4.5% for the year ended December 31,
2016 compared to the prior year period. The reduction in fee building gross margin percentage was largely due to a decrease in
management fees received from joint ventures, partially offset by a slightly higher fee rate with our largest customer on certain
fee building communities.
Our fee building revenue has historically been concentrated with a small number of customers. For the years ended
December 31, 2017, 2016 and 2015, one customer comprised 97%, 96% and 92% of fee building revenue, respectively.
Selling, General and Administrative Expenses
Year Ended December 31,
As a Percentage of
Home Sales Revenue
2017
2016
2015
2017
2016
2015
(Dollars in thousands)
Selling and marketing expenses
General and administrative expenses ("G&A")
Total selling, marketing and G&A expenses ("SG&A")
$
$
32,702
26,330
59,032
$
$
26,744
25,882
52,626
$
$
13,741
20,278
34,019
5.8%
4.7%
5.3%
5.1%
4.9%
7.2%
10.5%
10.4%
12.1%
The Company's SG&A expense ratio for the year ended December 31, 2017 increased 10 basis points over 2016 to 10.5%.
The slight increase was primarily attributable to higher selling and marketing costs, driven by greater amortization of capitalized
selling and marketing costs from our two luxury communities located in Newport Coast, CA and an increase in marketing spend
and model operating costs related to new community openings.
SG&A expenses for the year ended December 31, 2016 were up year-over-year, consistent with the 81% increase in our
homebuilding revenues and 50% increase in wholly owned community count at December 31, 2015. However, our SG&A
operating leverage improved significantly resulting in a 170 basis point reduction in our SG&A expense ratio for the year ended
December 31, 2016 from 12.1% to 10.4%. The improvement was largely attributable to the increase in home sales revenue,
which was driven by a significant increase in new home deliveries and higher average selling prices due to a heavier Southern
California mix. Selling and marketing expenses as a percentage of home sales revenue for 2016 was up 40 basis points year-
over-year to 5.3% due to higher amortization of capitalizable marketing costs and increased model operating costs associated
with higher-priced, luxury homes in Southern California.
Equity in Net Income of Unconsolidated Joint Ventures
As of December 31, 2017 and 2016, we had ownership interests in 10 and 13, respectively, unconsolidated joint ventures.
We own interests in our unconsolidated joint ventures that generally range from 5% to 35% and these interests vary by entity.
The Company's share of joint venture income was $0.9 million for the year ended December 31, 2017 as compared to $7.7
million for the year ended December 31, 2016. A 37% reduction in joint venture revenues from decreased home and lot
deliveries and lower gross margins from joint venture home sales contributed to the year-over-year decrease in the Company's
share of joint venture income. The decline in home sales revenue is attributable to a 24% decrease in joint venture home
deliveries partially offset by a 6% increase in average selling price. The year-over-year reduction in land sales revenues was due
to the close-out of one masterplan community located in Foster City, CA as well as fewer lot sales from a masterplan community
in Davis, CA where substantially all lots were delivered at December 31, 2016. The 2017 joint venture home sales gross margin
43
decrease was primarily due to a mix shift in deliveries including increased deliveries in 2017 from five Sacramento communities
with lower margins as well as the close out of our higher-margin Orchard Park project in the Bay Area, which delivered its last
home in the 2017 first quarter. Additionally, in 2017, the Company purchased the equity interest of its joint venture partner in
the joint venture known as Larkspur. Prior to the close out, the Company received a $0.1 million income allocation from the
joint venture. Upon close out, the Company recognized a gain of $0.3 million due to the purchase of its joint venture partner's
interest for less than its carrying value. In 2016, the Company purchased the equity interest of its joint venture partner in the
joint venture known as Lambert Ranch. Prior to the close out, the Company received a $0.5 million income allocation from the
joint venture. Upon closeout, the Company recognized a gain of $1.1 million due to the purchase of its joint venture partner's
interest for less than its carrying value. The joint venture close outs mentioned are discussed in further detail within Note 11,
"Related Party Transactions," in our accompanying Consolidated Financial Statements.
The Company's share of joint venture income for the year ended December 31, 2016 was $7.7 million as compared to
$13.8 million for the year ended December 31, 2015. The reduction in joint venture income was driven by a 47% decrease in
total JV home sales revenues resulting from a 29% decrease in our JV average selling price and a 26% decrease in JV home
deliveries. This decline was partially offset by a one-time gain related to the close-out of Lambert Ranch, described above.
The following sets forth supplemental operational and financial information about our unconsolidated joint ventures. Such
information is not included in our financial data for GAAP purposes, but is reflected in our results as a component of equity in
net income of unconsolidated joint ventures. This data is included for informational purposes only.
Year Ended December 31,
Change
Change
2017
Amount
%
2016
Amount
%
2015
(Dollars in thousands)
Unconsolidated Joint Ventures—Homebuilding
Operational Data
Net new home orders
New homes delivered
Average sales price of homes delivered
$
170
149
958
$
11
(48)
57
7 %
(24)%
6 % $
159
197
901
$
(140)
(68)
(365)
(47)%
(26)%
299
265
(29)% $
1,266
Home sales revenue
Land sales revenue
Total Revenue
Net income
Selling communities at end of period
Backlog (dollar value)
Backlog (homes)
Average sales price of homes in backlog
Homebuilding lots owned and controlled
Land development lots owned and
controlled
Total lots owned and controlled
Provision for Income Taxes
$ 142,697
$ (34,847)
(20)% $ 177,544
$(157,971)
(47)% $ 335,515
4,750
(50,925)
(91)%
55,675
(18,691)
(25)%
74,366
$ 147,447
$ (85,772)
(37)% $ 233,219
$(176,662)
(43)% $ 409,881
$
$
$
(529)
$ (26,720)
(102)% $
26,191
$ (39,003)
(60)% $
65,194
$
$
7
66,636
80
833
341
2,323
2,664
(2)
(22)%
9
1
13 %
8
11,222
20 % $
55,414
$ (62,522)
(53)% $ 117,936
18
(61)
29 %
(7)% $
(244)
(42)%
62
894
585
(47)
(188)
$
(43)%
109
(17)% $
1,082
(164)
(22)%
749
(92)
(336)
(4)%
(11)%
2,415
3,000
(160)
(324)
(6)%
(10)%
2,575
3,324
For the year ended December 31, 2017, the Company recorded a provision for income taxes of $15.4 million. The
effective tax rate for 2017 differs from the 35% federal statutory tax rate, primarily due to a $3.2 million noncash, provisional
charge related to the revaluation of the Company's deferred tax asset to reflect a reduction in the federal corporate tax rate from
35% to 21%, effective for fiscal year 2018 that was enacted in 2017, and state income taxes, offset partially by the benefit from
production activities.
On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the "Tax Act"). The
Tax Act amends the Internal Revenue Code to reduce tax rates and modify policies, credits, and deductions for individuals and
businesses. For businesses, the Tax Act reduces the corporate federal tax rate from a maximum of 35% to a flat 21% rate. The
44
rate reduction took effect on January 1, 2018. In accordance with ASC 740, Income Taxes ("ASC 740"), the consolidated
provision for income taxes is calculated using the asset and liability method, under which deferred tax assets and liabilities are
recorded based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse. As a result of the reduction in the corporate income tax rate
from 35% to 21% under the Tax Act, the Company revalued its net deferred tax asset at December 31, 2017 and recorded a
noncash, provisional charge of $3.2 million, which is included in the tax provision for 2017. The Company is currently
analyzing the effects of the Tax Act and will update this provisional rate as it completes its analysis. Excluding the $3.2 million
deferred tax asset charge, the Company's effective tax rate would have been 37.5% for 2017 as compared to 38.4% in 2016.
Effective tax rate before noncash deferred tax charge is a non-GAAP measure. Please refer to "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Overview" for a reconciliation to effective tax rate, the nearest
GAAP equivalent.
As part of the Tax Act, the Company will no longer be able to take certain tax deductions for production activities that
currently reduce our effective tax rate. Additionally, the Company will be subject to increased deduction limitations on certain
executive compensation. For 2018, we believe the Company's deduction for certain executive compensation will not be limited
due to transition rules included in the Tax Act. However, the deduction limitation could increase our effective tax rate for 2019
and beyond. Based on our current operations and geographic footprint coupled with current state income tax laws, our
preliminary estimate for the full year 2018 effective tax rate is approximately 28% to 29%, excluding the impact of any potential
discrete items; however actual results could differ.
For the year ended December 31, 2016, the Company recorded a provision for income taxes of $13.0 million and its
effective tax rate was 38.4%. Included in this provision is an allocation of income of $0.5 million from LR8 and a $1.1 million
gain from the closeout of our LR8 joint venture, which resulted in a provision for income taxes of $0.6 million for the year
December 31, 2016 and did not impact our effective tax rate. The effective tax rate for 2016 differs from the 35% federal
statutory tax rate, primarily due to state income taxes, offset partially by the benefit from production activities and energy
efficient credits.
For the year ended December 31, 2015, we recorded a provision for income taxes of $12.5 million and its effective tax rate
was 37.0%. The effective tax rate for the year ended December 31, 2015 differs from the 35% statutory tax rate due to state
income taxes, offset partially by the benefit from production activities and energy efficient credits.
Liquidity and Capital Resources
Overview
Our principal uses of capital for the year ended December 31, 2017 were land purchases, land development, home
construction, repayments on our revolving credit facility, contributions and advances to our unconsolidated joint ventures, and
payment of operating expenses and routine liabilities. Our principal sources of capital for the year ended December 31, 2017
were proceeds from the sale of our senior notes due 2022, cash generated from home sales activities, advances from our
unsecured revolving credit facility, distributions from our unconsolidated joint ventures and fees from our fee building
agreements.
Cash flows for each of our communities depend on their stage in the development cycle, and can differ substantially from
reported earnings. Early stages of development or expansion require significant cash outlays for land acquisitions, entitlements
and other approvals, and construction of model homes, roads, utilities, general landscaping and other amenities. Because these
costs are a component of our real estate inventories and not recognized in our consolidated statement of operations until a home
is delivered, we incur significant cash outlays prior to our recognition of earnings. In the later stages of community
development, cash inflows may significantly exceed earnings reported for financial statement purposes, as the cash outflow
associated with home and land construction was previously incurred. From a liquidity standpoint, we are actively acquiring
and developing lots to increase our lot supply and community count. As we continue to expand our business, we expect cash
outlays for land purchases, land development and home construction to exceed our cash generated by operations.
We ended 2017 with $123.5 million of cash and cash equivalents, a $93.1 million increase from December 31, 2016,
primarily as a result of the issuance of our senior notes due 2022 and home closing revenues offset by land acquisition
expenditures and development activity. We expect to generate cash from the sale of our inventory, but intend to redeploy the
net cash generated from the sale of inventory to acquire and develop strategic, well-positioned lots that represent opportunities
to generate future income and cash flows.
As of December 31, 2017 and 2016, we had $11.3 million and $22.8 million, respectively, in accounts payable that related
to costs incurred under our fee building agreements. Funding to pay these amounts is the obligation of the third-party land
45
owner, which is generally funded on a monthly basis. Similarly, contracts and accounts receivable and due from affiliates as of
the same dates included $11.6 million and $24.3 million, respectively, related to the payment of the above payables.
We intend to utilize both debt and equity as part of our ongoing financing strategy, coupled with redeployment of cash
flows from continuing operations, to provide us with the financial flexibility to operate our business. In that regard, we expect
to employ prudent levels of leverage to finance the acquisition and development of our lots and construction of our homes. As
of December 31, 2017, we had outstanding borrowings of $325 million in aggregate principal related to our senior notes. We
will consider a number of factors when evaluating our level of indebtedness and when making decisions regarding the
incurrence of new indebtedness, including the purchase price of assets to be acquired with debt financing, the estimated market
value of our assets and the ability of particular assets, and our company as a whole, to generate cash flow to cover the expected
debt service. In addition, our debt contains certain financial covenants that limits the amount of leverage we can maintain.
We intend to finance future acquisitions and developments with what we believe to be the most advantageous source of
capital available to us at the time of the transaction, which may include unsecured corporate level debt, property-level debt, and
other public, private or bank debt, or common and preferred equity.
Senior Notes Due 2022
On March 17, 2017, the Company completed the sale of $250 million in aggregate principal amount of 7.25% Senior
Unsecured Notes due 2022 (the "Existing Notes"), in a private placement. The Notes were issued at an offering price of
98.961% of their face amount, which represents a yield to maturity of 7.50%. On May 4, 2017, the Company completed a
tack-on private placement offering through the sale of an additional $75 million in aggregate principal amount of the 7.25%
Senior Notes due 2022 ("Additional Notes"). The Additional Notes were issued at an offering price of 102.75% of their face
amount plus accrued interest since March 17, 2017, which represented a yield to maturity of 6.438%. Net proceeds from the
Existing Notes were used to repay all borrowings outstanding under the Company’s senior unsecured revolving credit facility
with the remainder to be used for general corporate purposes. Net proceeds from the Additional Notes will be used for working
capital, land acquisition and general corporate purposes. Interest on the Existing Notes and the Additional Notes (the "Original
Notes") will be paid semiannually in arrears on April 1 and October 1, which commenced on October 1, 2017. In accordance
with its obligations under two registration rights agreements executed in connection with the private placements of the Original
Notes, on September 8, 2017, the Company completed an exchange offer of the Original Notes for an equal principal amount of
7.25% Senior Notes due 2022 (the "Notes") which terms are identical in all material respects to the Original Notes except that
the Notes are registered under the Securities Act of 1933, as amended (the "Securities Act") and are freely tradeable in
accordance with applicable law. The Notes will mature on April 1, 2022.
The Notes contain certain restrictive covenants, including a limitation on additional indebtedness and a limitation on
restricted payments. Restricted payments include, among other things, dividends, investments in unconsolidated entities, and
stock repurchases. Under the limitation on additional indebtedness, we are permitted to incur specified categories of
indebtedness but are prohibited, aside from those exceptions, from incurring further indebtedness if we do not satisfy either a
leverage condition or an interest coverage condition. The leverage and interest coverage conditions are summarized in the table
below, as described and defined further in the indenture for the Notes. Exceptions to the additional indebtedness limitation
include, among other things, borrowings of up to $260 million under existing or future bank credit facilities, non-recourse
indebtedness, and indebtedness incurred for the purpose of refinancing or repaying certain existing indebtedness. Under the
limitation on restricted payments, we are also prohibited from making restricted payments, aside from certain exceptions, if we
do not satisfy either condition. In addition, the amount of restricted payments that we can make is subject to an overall basket
limitation, which builds based on, among other things, 50% of consolidated net income from January 1, 2017 and 100% of the
net cash proceeds from qualified equity offerings. Exceptions to the foregoing limitations on our ability to make restricted
payments include, among other things, investments in joint ventures and other investments up to 15% of our consolidated
tangible net assets and a general basket of $15 million. The Notes are guaranteed by all of the Company's 100% owned
subsidiaries, for more information about these guarantees, please see Note 17 of the notes to our consolidated financial
statements.
Financial Conditions
Fixed Charge Coverage Ratio: EBITDA to Consolidated Interest Incurred
Leverage Ratio: Indebtedness to Tangible Net Worth
December 31, 2017
Actual
Requirement
2.2
1.22
> 2.0 : 1.0
< 2.25 : 1.0
As of December 31, 2017, we were able to satisfy both the leverage condition and the interest coverage condition. The
foregoing conditions are further defined and described in the indenture for the Notes.
46
Senior Unsecured Revolving Credit Facility
The Company's unsecured revolving credit facility ("Credit Facility") is with a bank group. On September 27, 2017, the
Company entered into a Modification Agreement (the "Modification") to its Credit Facility. The Modification, among other
things, (i) extends the maturity date of the revolving credit facility to September 1, 2020, (ii) decreases (A) the total
commitments under the facility to $200 million from $260 million and (B) the accordion feature to $300 million from $350
million, (iii) revises certain financial covenants, including the tangible net worth, minimum liquidity, and interest coverage
tests, in addition to providing relief on compliance with the interest coverage test so long as the Company maintains cash equal
to not less than the trailing twelve month consolidated interest incurred, and (iv) adds certain wholly owned subsidiaries as
guarantors.
A portion of the net proceeds from the sale of our senior notes due 2022 was used to repay the outstanding balance of the
Credit Facility. As of December 31, 2017, there was no outstanding balance on the Credit Facility. Interest is payable monthly
and is charged at a rate of 1-month LIBOR plus a margin ranging from 2.25% to 3.00% depending on the Company’s leverage
ratio as calculated at the end of each fiscal quarter. As of December 31, 2017, the interest rate under the facility was 4.56%.
Pursuant to the Credit Facility, the Company is required to maintain certain financial covenants as defined in the Credit Facility,
including, but not limited to, those listed in the following table. The table below reflects any updates to covenant requirements
that resulted from the modification agreement.
Financial Covenants
Unencumbered Liquid Assets (Minimum Liquidity Covenant)
EBITDA to Interest Incurred (2)
Tangible Net Worth
Leverage Ratio
Adjusted Leverage Ratio (3)
December 31, 2017
Actual
Covenant
Requirement
(Dollars in thousands)
$
$
123,546
2.23
263,990
$
$
44%
NA
10,000 (1)
> 1.75 : 1.0
187,349
< 65%
< 50%
(1)
(2)
(3)
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.
The modification of the Credit Facility executed September 27, 2017, provides relief on compliance with the interest coverage test. If the test is not
met, it will not be considered an event of default so long as the Company maintains cash equal to not less than the trailing 12 month consolidated
interest incurred.
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.
As of December 31, 2017 and 2016, we were in compliance with all financial covenants.
47
Debt-to-Capital Ratios
We believe that debt-to-capital ratios provide useful information to the users of our financial statements regarding our
financial position and leverage. Net debt-to-capital ratio is a non-GAAP financial measure. See the table below reconciling
this non-GAAP measure to debt-to-capital ratio, the nearest GAAP equivalent.
Total debt, net
Equity, exclusive of noncontrolling interest
Total capital
Ratio of debt-to-capital (1)
Total debt, net
Less: cash, cash equivalents and restricted cash
Net debt
Equity, exclusive of noncontrolling interest
Total capital
Ratio of net debt-to-capital (2)
December 31,
2017
2016
(Dollars in thousands)
$
$
$
$
318,656
263,990
582,646
54.7%
318,656
123,970
194,686
263,990
458,676
$
$
$
$
118,000
244,523
362,523
32.5%
118,000
31,081
86,919
244,523
331,442
42.4%
26.2%
(1)
(2)
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.
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.
Cash Flows
For the year ended December 31, 2017 as compared to the year ended December 31, 2016, the comparison of cash flows
is as follows:
• 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.
For the year ended December 31, 2016 as compared to the year ended December 31, 2015, the comparison of cash flows
is as follows:
• 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
48
in 2016 as compared to the prior year, which partially offset increased land acquisition and construction costs
capitalized to inventory as compared to 2015.
• 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.
49
Off-Balance Sheet Arrangements and Contractual Obligations
Option Contracts
In the ordinary course of business, we enter into land option contracts in order to procure lots for the construction of our
homes. We are subject to customary obligations associated with entering into contracts for the purchase of land and improved
lots. These purchase contracts typically require a cash deposit and the purchase of properties under these contracts is generally
contingent upon satisfaction of certain requirements by the sellers, including obtaining applicable property and development
entitlements. We also utilize option contracts with land sellers as a method of acquiring land in staged takedowns, to help us
manage the financial and market risk associated with land holdings, to reduce the use of funds from our corporate financing
sources, and to enhance our return on capital. Option contracts generally require a nonrefundable deposit for the right to acquire
lots over a specified period of time at pre-determined prices. We generally have the right, at our discretion, to terminate our
obligations under both purchase contracts and option contracts by forfeiting our cash deposit with no further financial
responsibility to the land seller. In some instances, we may also expend funds for due diligence and development activities
with respect to our option contracts prior to purchase which we would have to write off should we not purchase the land. As of
December 31, 2017, we had $34.2 million of nonrefundable and $0.8 million of refundable cash deposits pertaining to land
option contracts and purchase contracts with an estimated aggregate remaining purchase price of $330.9 million, net of deposits
("Aggregate Remaining Purchase Price"). These cash deposits are included as a component of our real estate inventories in our
consolidated balance sheets. In addition, the Company has agreed to liquidated damages of $9.1 million should the Company
not fulfill its obligations under a contract to control $53.1 million which is included in the Aggregate Remaining Purchase Price
noted above.
Our utilization of land option contracts is dependent on, among other things, the availability of land sellers willing to
enter into option arrangements, the availability of capital to financial intermediaries to finance the development of optioned
lots, general housing market conditions, and local market dynamics. Options may be more difficult to procure from land sellers
in strong housing markets and are more prevalent in certain geographic regions.
Joint Ventures
We enter into land development and homebuilding joint ventures from time to time as means of:
•
•
•
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
These joint ventures have historically obtained secured acquisition, development and/or construction financing which
reduces the use of funds from our corporate financing sources.
The Company has provided credit enhancements in connection with joint venture borrowings in the form of loan-to-
value ("LTV") maintenance agreements in order to secure the joint venture's performance under the loans and maintenance of
certain LTV ratios. The Company has also entered into agreements with its partners in each of the unconsolidated joint ventures
whereby the Company and its partners are apportioned liability under the LTV maintenance agreements according to their
respective capital interest. In addition, the agreements provide the Company, to the extent its partner has an unpaid liability
under such credit enhancements, the right to receive distributions from the unconsolidated joint venture that would otherwise
be made to the partner. However, there is no guarantee that such distributions will be made or will be sufficient to cover the
Company's liability under such LTV maintenance agreements. The loans underlying the LTV maintenance agreements
comprise acquisition and development loans, construction revolvers and model home loans, and the agreements remain in force
until the loans are satisfied. Due to the nature of the loans, the outstanding balance at any given time is subject to a number of
factors including the status of site improvements, the mix of horizontal and vertical development underway, the timing of phase
build outs, and the period necessary to complete the escrow process for homebuyers. As of December 31, 2017 and 2016,
$38.6 million and $56.0 million, respectively, was outstanding under the loans and credit enhanced by the Company through
LTV maintenance agreements. Under the terms of the joint venture agreements, the Company's proportionate share of LTV
maintenance agreement liabilities was $6.7 million and $8.6 million, respectively, as of December 31, 2017 and December 31,
2016. In addition, the Company has provided completion agreements regarding specific performance for certain projects
whereby the Company is required to complete the given project with funds provided by the beneficiary of the agreement. If
there are not adequate funds available under the specific project loans, the Company would then be subject to financial liability
under such completion guaranties. Typically, under such terms of the joint venture agreements, the Company has the right to
apportion the respective share of any costs funded under such completion guaranties to its partners. However, there is no
guarantee that we will be able to recover against our partners for such amounts owed to us under the terms of such joint venture
50
agreements. In connection with joint venture borrowings, the Company also selectively provides (a) an environmental
indemnity provided to the lender that holds the lender harmless from and against losses arising from the discharge of hazardous
materials from the property and non-compliance with applicable environmental laws; and (b) indemnification of the lender
from "bad boy acts" of the unconsolidated entity such as fraud, misrepresentation, misapplication or non-payment of rents,
profits, insurance, and condemnation proceeds, waste and mechanic liens, and bankruptcy.
For more information about our off-balance sheet arrangements, please see Note 10 to our consolidated financial
statements.
As of December 31, 2017, we held membership interests in 10 unconsolidated joint ventures, six of which related to
homebuilding activities and four related to land development as noted below. We were a party to three loan-to-value
maintenance agreements related to unconsolidated joint ventures as of December 31, 2017. The following table reflects certain
financial and other information related to our unconsolidated joint ventures as of December 31, 2017:
Total Joint Venture
December 31, 2017
Joint Venture
(Project Name)
Year
Formed
Location
Ownership
%
Assets Debt
(1)
Equity
NWHM
Equity
(2)
Debt-
to-Total
Capital-
ization
Loan-to-
Value
Maintenance
Agreement
Future
Capital
Commitment
(3)
Lots
Owned
and
Controlled
(Dollars in 000's)
TNHC-HW San
Jose LLC (Orchard
Park)
TNHC-TCN Santa
Clarita LP (Villa
Metro)(4)
TNHC Newport
LLC (Meridian)(4)
Encore McKinley
Village LLC
(McKinley Village)
TNHC Russell
Ranch LLC (Russell
Ranch)(4) (5)
TNHC-HW Foster
City LLC (Foster
Square)(5)
Calabasas Village
LP (Avanti)(4)
TNHC-HW
Cannery LLC
(Cannery Park)(5)
Arantine Hills
Holdings LP
(Bedford Ranch) (4)
(5)
TNHC Mountain
Shadows LLC
(Mountain
Shadows)
2012
2012
2013
2013
San Jose,
CA
Santa
Clarita, CA
Newport
Beach, CA
Sacramento,
CA
2013
Folsom, CA
2013
2013
Foster City,
CA
Calabasas,
CA
2013
Davis, CA
2014
Corona, CA
2015
Paradise
Valley, AZ
556
167
—%
N/A
15%
2,656
10%
12%
1,373
3,091
—
—
—
784
1,643
196
300
—%
—%
10%
87,264
23,884
56,265
5,632
30%
—
—
—
—
N/A
N/A
Yes
35%
85,897
22,513
54,152
20,739
29%
N/A
20,817
35%
10%
2,861
—
1,368
635
—%
43,958
1,564
40,582
5,172
4%
35%
10,693
—
7,028
2,459
—%
N/A
Yes
N/A
—
—
—
—
—
—
255
870
—
27
18
5%
142,172
— 139,028
6,949
—%
N/A
2,120
1,435
25%
65,885
30,380
31,144
8,274
49%
Yes
—
59
Total Unconsolidated Joint Ventures
$445,850 $78,341 $332,550
50,523
19%
$
22,937
2,664
(1)
(2)
(3)
(4)
(5)
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.
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.
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.
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.
Land development joint venture.
51
As of December 31, 2017, the unconsolidated joint ventures were in compliance with their respective loan covenants,
where applicable, and we were not required to make any loan-to-value maintenance related payments during the year ended
December 31, 2017.
Contractual Obligations Table
The following table summarizes our future payment obligations under existing contractual obligations as of
December 31, 2017 including payment obligations due by period. Our purchase obligations primarily represent commitments
for land purchases under purchase and land option contracts with nonrefundable deposits and commitments for subcontractor
labor and material to be utilized in the normal course of business.
Contractual Obligations
Long-term debt principal payments (1)
Long-term interest payments (2)
Operating leases
Purchase obligations (3)
Total
Payments Due By Period
Total
Less than 1
Year
1-3 Years
4-5 Years
(Dollars in thousands)
More than 5
Years
$
$
325,000
$
— $
— $
325,000
$
100,141
3,831
365,831
23,563
1,202
320,905
47,125
2,344
44,926
29,453
285
—
794,803
$
345,670
$
94,395
$
354,738
$
—
—
—
—
—
(1)
(2)
(3)
For a more detailed description of our long-term debt, please see Note 8 of the notes to our consolidated financial statements.
Future interest payments for our senior notes due 2022.
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.
Inflation
Our homebuilding and fee building segments can be adversely impacted by inflation, primarily from higher land,
financing, labor, material and construction costs. In addition, inflation can lead to higher mortgage rates, which can
significantly affect the affordability of mortgage financing to homebuyers. While we attempt to pass on cost increases to
customers through increased prices, when weak housing market conditions exist, we may be unable to offset cost increases with
higher selling prices.
Seasonality
Historically, the homebuilding industry experiences seasonal fluctuations in quarterly operating results and capital
requirements. We typically experience the highest new home order activity in spring and summer, although this activity is also
highly dependent on the number of active selling communities, timing of new community openings and other market factors.
Since it typically takes five to nine months to construct a new home, we typically deliver more homes in the second half of the
year as spring and summer home orders convert to home deliveries. Because of this seasonality, home starts, construction costs
and related cash outflows have historically been highest in the second and third quarters, and a higher level of cash receipts
from home deliveries occurs during the second half of the year. We expect this seasonal pattern to continue over the long-term,
although it may be affected by volatility in the homebuilding industry.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting policies generally accepted in the United States
of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at
the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.
Management bases its estimates and judgments on historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets
and liabilities that are not readily apparent from other sources. Management evaluates such estimates and judgments on an on-
going basis and makes adjustments as deemed necessary. Actual results could differ from these estimates if conditions are
significantly different in the future.
52
Real Estate Inventories
We capitalize pre-acquisition, land, development and other allocated costs, including interest, property taxes and
indirect construction costs to real estate inventories. Land, development and other common costs are typically allocated to real
estate inventories using a methodology that approximates the relative-sales-value method. Home construction costs per
production phase are recorded using the specific identification method. In accordance with Accounting Standards Codification
("ASC") 360, Property, Plan and Equipment ("ASC 360") inventory is stated at cost, unless the carrying amount is determined
not to be recoverable, in which case inventory is written down to its fair value.
We review each real estate asset at each project (including unconsolidated joint venture real estate projects) on a periodic
basis or whenever indicators of impairment exist. Real estate assets include projects actively selling and projects under
development or held for future development. Indicators of impairment include, but are not limited to, significant decreases in
local housing market values and selling prices of comparable homes, significant decreases in gross margins or sales absorption
rates, costs significantly in excess of budget, and actual or projected cash flow losses.
If there are indicators of impairment, we perform a detailed budget and cash flow review of the applicable real estate
inventories to determine whether the estimated remaining undiscounted future cash flows of the project are more or less than
the asset’s carrying value. If the estimated undiscounted cash flows are more than the asset’s carrying value, no impairment
adjustment is required. However, if the estimated undiscounted cash flows are less than the asset’s carrying value, the asset is
reviewed for impairment and if deemed impaired, is written down to fair value.
When estimating undiscounted future cash flows of a project, we make various assumptions, including: (i) expected sales
prices and sales incentives to be offered, including the number of homes available, pricing and incentives being offered by us or
other builders in other projects, and future sales price adjustments based on market and economic trends; (ii) expected sales
pace and cancellation rates based on local housing market conditions, competition and historical trends; (iii) costs expended to
date and expected to be incurred including, but not limited to, land and land development costs, home construction costs,
interest costs, indirect construction and overhead costs, and selling and marketing costs; (iv) alternative product offerings that
may be offered that could have an impact on sales pace, sales price and/or building costs; and (v) alternative uses for the
property.
Many assumptions are interdependent and a change in one may require a corresponding change to other assumptions. For
example, increasing or decreasing sales absorption rates has a direct impact on the estimated per unit sales price of a home and
the level of time sensitive costs (such as indirect construction, overhead and carrying costs). Depending on the underlying
objective of the project, assumptions could have a significant impact on the projected cash flow analysis. For example, if our
objective is to preserve operating margins, our cash flow analysis will be different than if the objective is to increase the
velocity of sales. These objectives may vary significantly from project to project and over time. If real estate assets are
considered impaired, the impairment adjustments are calculated by determining the amount the asset’s carrying value exceeds
its fair value. Fair value is determined based on either a land residual value analysis or a discounted cash flow analysis. Under
the land residual value analysis, we estimate what a willing buyer would pay and what a willing seller would sell a parcel of
land for (other than in a forced liquidation) in order to generate a market rate operating margin and return. Under the discounted
cash flow method, the fair value is determined by calculating the present value of future cash flows using a risk adjusted
discount rate. Critical assumptions that are included as part of these analyses include estimating future housing revenues, sales
absorption rates, land development, construction and related carrying costs (including future capitalized interest), and all direct
selling and marketing costs. This evaluation and the assumptions used by management to determine future estimated cash flows
and fair value require a substantial degree of judgment, especially with respect to real estate projects that have a substantial
amount of development to be completed, have not started selling or are in the early stages of sales, or are longer in duration.
Actual revenues, costs and time to complete and sell a community could vary from these estimates which could impact the
calculation of fair value of the asset and the corresponding amount of impairment that is recorded in our results of operations.
Home Sales Revenue and Cost of Home Sales
Homebuilding revenue and cost of sales are recognized after construction is completed, a sufficient down payment has
been received, title has transferred to the homebuyer, collection of the purchase price is reasonably assured and we have no
continuing involvement. Cost of sales is recorded based upon total estimated costs to be allocated to each home within a
community. Any changes to the estimated costs are allocated to the remaining undelivered lots and homes within their
respective community. The estimation and allocation of these costs requires a substantial degree of judgment by management.
The estimation process involved in determining relative sales or fair values is inherently uncertain because it involves
estimating future sales values of homes before sale and delivery. Additionally, in determining the allocation of costs to a
53
particular land parcel or individual home, we rely on project budgets that are based on a variety of assumptions, including
assumptions about construction schedules and future costs to be incurred. It is common that actual results differ from budgeted
amounts for various reasons, including construction delays, increases in costs that have not been committed or unforeseen
issues encountered during construction that fall outside the scope of existing contracts, or costs that come in less than originally
anticipated. While the actual results for a particular construction project are accurately reported over time, a variance between
the budget and actual costs could result in the understatement or overstatement of costs and have a related impact on gross
margins between reporting periods. To reduce the potential for such variances, we have procedures that have been applied on a
consistent basis, including assessing and revising project budgets on a periodic basis, obtaining commitments from
subcontractors and vendors for future costs to be incurred, and utilizing the most recent information available to estimate costs.
We believe that these policies and procedures provide for reasonably dependable estimates for purposes of calculating amounts
to be relieved from inventories and expensed to cost of sales in connection with the delivery of homes.
Fee Building
The Company enters into fee building agreements to provide services whereby it builds homes on behalf of third-party
property owners. The third-party property owner funds all project costs incurred by the Company to build and sell the homes.
The Company primarily enters into cost plus fee contracts where it charges independent third-party property owners for all
direct and indirect costs, plus a negotiated management fee. For these types of contracts, the Company recognizes revenue
based on the actual total costs it has expended plus the applicable management fee. The management fee is typically a per unit
fixed fee or based on a percentage of the cost or home sales revenue of the project depending on the terms of the agreement
with the third-party property owner. In accordance with ASC 605, Revenue Recognition ("ASC 605"), revenues from fee
building services are recognized using a cost-to-cost approach in applying the percentage-of-completion method. Under this
approach, revenue is earned in proportion to total costs incurred, divided by total costs expected to be incurred. The total
estimated cost plus the management fee represents the total contract value. The Company recognizes revenue based on the
actual labor and other direct costs incurred, plus the portion of the management fee it has earned to date. In the course of
providing its services, the Company routinely subcontracts for services and incurs other direct costs on behalf of the property
owners. These costs are passed through to the property owners and, in accordance with GAAP, are included in the Company’s
revenue and cost of sales.
The Company also enters into fee building and management contracts with third parties and its unconsolidated joint
ventures where it provides construction supervision services, as well as sales and marketing services, and does not bear
financial risks for any services provided. In accordance with ASC 605, revenues from these services are recognized over a
proportional performance method or completed performance method. Under ASC 605, revenue is earned as services are
provided in proportion to total services expected to be provided to the customer or on a straight line basis if the pattern of
performance cannot be determined. Costs are recognized as incurred. Revenue recognition for any portion of the fees earned
from these services that are contingent upon a financial threshold or specific event is deferred until the threshold is achieved or
the event occurs.
Variable Interest Entities
The Company accounts for variable interest entities in accordance with ASC 810, Consolidation ("ASC 810"). Under
ASC 810, a variable interest entity ("VIE") is created when: (a) the equity investment at risk in the entity is not sufficient to
permit the entity to finance its activities without additional subordinated financial support provided by other parties, including
the equity holders; (b) the entity’s equity holders as a group either (i) lack the direct or indirect ability to make decisions about
the entity, (ii) are not obligated to absorb expected losses of the entity or (iii) do not have the right to receive expected residual
returns of the entity; or (c) the entity’s equity holders have voting rights that are not proportionate to their economic interests,
and the activities of the entity involve or are conducted on behalf of the equity holder with disproportionately few voting rights.
Once we consider the sufficiency of equity and voting rights of each legal entity, we then evaluate the characteristics of
the equity holders' interests, as a group, to see if they qualify as controlling financial interests. Our real estate joint ventures
consist of limited partnerships and limited liability companies. For entities structured as limited partnerships or limited liability
companies, our evaluation of whether the equity holders (equity partners other than us in each our joint ventures) lack the
characteristics of a controlling financial interest includes the evaluation of whether the limited partners or non-managing
members (the noncontrolling equity holders) lack both substantive participating rights and substantive kick-out rights, defined
as follows:
54
•
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.
If we conclude that any of the three characteristics of a VIE are met, including if equity holders lack the characteristics of
a controlling financial interest because they lack both substantive participating rights and substantive kick-out rights, we
conclude that the entity is a VIE and evaluate it for consolidation under the variable interest model.
If an entity is deemed to be a VIE pursuant to ASC 810, the enterprise that has both (i) the power to direct the activities of
a VIE that most significantly impact the entity’s economic performance and (ii) the obligation to absorb the expected losses of
the entity or right to receive benefits from the entity that could be potentially significant to the VIE is considered the primary
beneficiary and must consolidate the VIE. In accordance with ASC 810, we perform ongoing reassessments of whether an
enterprise is the primary beneficiary of a VIE.
Investments in and Advances to Unconsolidated Joint Ventures
We use the equity method to account for investments in homebuilding and land development joint ventures that qualify as
VIEs where we are not the primary beneficiary and other entities that we do not control but have the ability to exercise
significant influence over the operating and financial policies of the investee. The Company also uses the equity method when
we function as the managing member or general partner and our venture partner has substantive participating rights or where
we can be replaced by our venture partner as managing member without cause.
Under the equity method, we recognize our proportionate share of earnings and losses generated by the joint venture
upon the delivery of lots or homes to third parties. If applicable, our proportionate share of intra-entity profits and losses are
eliminated until the related asset has been sold by the unconsolidated joint venture to third parties. Our ownership interests in
our unconsolidated joint ventures vary, but are generally less than or equal to 35%. The accounting policies of our joint
ventures are consistent with those of the Company.
We review real estate inventory held by our unconsolidated joint ventures for impairment, consistent with our real estate
inventories. We also review our investments in and advances to unconsolidated joint ventures for evidence of other-than-
temporary declines in value. To the extent we deem any portion of our investment in and advances to unconsolidated joint
ventures as not recoverable, we impair our investment accordingly.
Warranty Accrual
We offer warranties on our homes that generally cover various defects in workmanship or materials, or structural
construction defects for one year. In addition, we generally provide a more limited warranty, which generally ranges from a
minimum of two years up to the period covered by the applicable statute of repose, that covers certain defined construction
defects. Estimated future direct warranty costs are accrued and charged to cost of sales in the period when the related
homebuilding revenues are recognized. Amounts are accrued based upon the Company’s historical rates. In addition, the
Company has received warranty payments from third party property owners for certain of its fee building projects that have
since closed out where the Company has the contractual risk of construction. These payments are recorded as warranty
accruals. We assess the adequacy of our warranty accrual on a quarterly basis and adjust the amounts recorded if necessary.
Although we consider the warranty accruals reflected in our consolidated balance sheet to be adequate, actual future costs could
differ significantly from our currently estimated amounts.
Income Taxes
Income taxes are accounted for in accordance with ASC 740, Income Taxes ("ASC 740"). The consolidated provision for,
or benefit from, income taxes is calculated using the asset and liability method under which deferred tax assets and liabilities
are recorded based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.
Deferred tax assets are evaluated on a quarterly basis to determine if adjustments to the valuation allowance are required.
In accordance with ASC 740, we assess whether a valuation allowance should be established based on the consideration of all
available evidence using a "more likely than not" standard with respect to whether deferred tax assets will be realized. The
ultimate realization of deferred tax assets depends primarily on the generation of future taxable income during the periods in
which the differences become deductible. The value of our deferred tax assets will depend on applicable income tax rates.
55
Judgment is required in determining the future tax consequences of events that have been recognized in our consolidated
financial statements and/or tax returns. Differences between anticipated and actual outcomes of these future tax consequences
could have a material impact on our consolidated financial statements. Changes in existing tax laws and tax rates also affect
actual tax results and the valuation of deferred tax assets over time.
ASC 740 defines the methodology for recognizing the benefits of uncertain tax return positions as well as guidance
regarding the measurement of the resulting tax benefits. These provisions require an enterprise to recognize the financial
statement effects of a tax position when it is more likely than not (defined as a likelihood of more than 50%), based on the
technical merits, that the position will be sustained upon examination. In addition, these provisions provide guidance on
derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The evaluation of
whether a tax position meets the more-likely-than-not recognition threshold requires a substantial degree of judgment by
management based on the individual facts and circumstances. Changes in the recognition or measurement of uncertain tax
positions could result in material increases or decreases in our income tax expense in the period in which we make the change.
Stock-Based Compensation
We account for share-based awards in accordance with ASC 718, Compensation – Stock Compensation ("ASC 718") and
ASC 505-50, Equity – Equity Based Payments to Non-Employees ("ASC 505-50").
ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in a company's
financial statements. ASC 718 requires all entities to apply a fair-value-based measurement method in accounting for share-
based payment transactions with employees except for equity instruments held by employee share ownership plans.
ASC 505-50 requires that if an employee becomes a non-employee and continues to vest in a share-based award pursuant
to the award's original terms, the award be treated as an award to a non-employee prospectively, provided the individual is
required to continue providing services to the employer (such as consulting services). These awards are to be accounted for
prospectively, such that the fair value of the award will be re-measured at each reporting date until the earlier of (a) the
performance commitment date or (b) the date the services required under the agreement have been completed. ASC 505-50
requires that compensation cost ultimately recognized in the Company's financial statements be the sum of (a) the
compensation cost recognized during the period of time the individual was an employee (based on the grant-date fair value)
plus (b) the fair value of the award determined on the measurement date determined in accordance with ASC 505-50 for the
pro-rata portion of the vesting period in which the individual was a non-employee.
The determination of the fair value of share-based awards at the grant date, or subsequent remeasurement dates under
ASC 505-50, requires judgment in developing assumptions and involves a number of variables. These variables include, but
are not limited to: expected stock-price volatility over the term of the awards and expected stock option exercise behavior.
Additionally, judgment is required in the case of performance share awards in estimating the level of performance that will be
achieved and the number of shares that will be earned. If actual results differ significantly from these estimates, stock-based
compensation expense and our consolidated results of operations could be significantly impacted.
Recently Issued Accounting Standards
See Note 1 to the accompanying notes to consolidated financial statements included in this annual report on Form 10-K.
JOBS Act
We qualify as an "emerging growth company" pursuant to the provisions of the JOBS Act. For as long as we are an "emerging
growth company," we may take advantage of certain exemptions from various reporting requirements that are applicable to other
public companies that are not "emerging growth companies," including, but not limited to, not being required to comply with the
auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, exemptions from the requirements of holding advisory "say-on-pay"
votes on executive compensation and shareholder advisory votes on golden parachute compensation.
In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An
"emerging growth company" can therefore delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. However, we have chosen to "opt out" of such extended transition period and, as a result, we will
comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-
56
emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period
for complying with new or revised accounting standards is irrevocable.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks related to fluctuations in interest rates on our outstanding variable rate debt. We did
not utilize swaps, forward or option contracts on interest rates or commodities, or other types of derivative financial
instruments as of or during the year ended December 31, 2017. We have not entered into and currently do not hold derivatives
for trading or speculative purposes.
The table below details the principal amount and the average interest rates for the outstanding debt for each category
based upon the expected maturity or disposition dates. The fair value of our senior unsecured notes is derived from quoted
market prices. The fair value of our variable rate debt consists of the balance of our senior unsecured revolving credit facility
(the "Credit Facility"). Based on the short-term duration of LIBOR rates, the fair value of debt under the Credit Facility
approximates the carrying value.
Senior Unsecured Notes
Fixed Rate
Weighted Average Interest Rate
Senior Unsecured Credit Facility
Variable rate debt
Weighted Average Interest Rate
$
$
Expected Maturity Date
2018
2019 - 2022
Thereafter
Total
(Dollars in thousands)
Estimated Fair
Value
— $
325,000
$
— $
325,000
$
336,375
—%
7.25%
—%
7.25%
— $
—%
— $
4.6%
— $
—%
— $
4.6%
NA
—
NA
We do not believe that the future market rate risks related to the above securities will have a material adverse impact
on our financial position, results of operations or liquidity.
Item 8.
Financial Statements and Supplementary Data
The information required by this item is set forth beginning on page 60.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in
our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the SEC's rules
and forms is communicated to the our management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure based on the definition of "disclosure controls and
procedures" in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Our disclosure controls and procedures are designed to
provide a reasonable level of assurance of reaching our desired disclosure control objectives. In designing controls and
procedures specified in the SEC's rules and forms, and evaluating the disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no
57
evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur
because of simple error and mistake. Additionally, controls can be circumvented by the individual acts of some persons, by
collusion of two or more people or by management override of controls.
At the end of the period being reported upon, we carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of
December 31, 2017.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as
defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our management, with the participation of our Chief Executive
Officer and Chief Financial Officer, conducted an assessment of the effectiveness of our internal control over financial
reporting as of December 31, 2017 based on the framework established in the Internal Control-Integrated Framework issued by
the Committee of Sponsoring Organizations (COSO) of the Treadway Commission (2013 Framework). Based on this
framework, our management concluded that our internal control over financial reporting was effective as of December 31,
2017.
This annual report on Form 10-K does not include an attestation report of our independent registered public
accounting firm, because as an "emerging growth company" under the JOBS Act our independent registered public accounting
firm is not required to issue such an attestation report.
Changes in Internal Controls
There was no change in the Company’s internal control over financial reporting that occurred during our most recent
fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
Item 9B.
Other Information
On February 13, 2018, the Company executed an amendment to that certain consulting agreement dated February 16,
2017 with Mr. Wayne Stelmar, a member of the Company’s Board of Directors and former executive officer. The amendment,
among other things, extends the term of Mr. Stelmar’s consulting arrangement to August 17, 2019 and reduces his monthly
consulting fee from $16,800 to $6,000.
Item 10.
Directors, Executive Officers and Corporate Governance
PART III
Information required by Item 10 of Part III is included in our Proxy Statement relating to our 2018 Annual Meeting of
Shareholders and is incorporated herein by reference.
Item 11.
Executive Compensation
Information required by Item 11 of Part III is included in our Proxy Statement relating to our 2018 Annual Meeting of
Shareholders and is incorporated herein by reference.
58
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by Item 12 of Part III is included in our Proxy Statement relating to our 2018 Annual Meeting of
Shareholders and is incorporated herein by reference.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Information required by Item 13 of Part III is included in our Proxy Statement relating to our 2018 Annual Meeting of
Shareholders and is incorporated herein by reference.
Item 14.
Principal Accounting Fees and Services
Information required by Item 14 of Part III is included in our Proxy Statement relating to our 2018 Annual Meeting of
Shareholders and is incorporated herein by reference.
59
Item 15.
Exhibits and Financial Statement Schedules
PART IV
(a) The following documents are filed as part of this annual report on Form 10-K:
(1) Financial Statements:
The New Home Company Inc.
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2017 and 2016
Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Equity for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015
Notes to Consolidated Financial Statements
TNHC Meridian Investors LLC (our unconsolidated investee)
Report of Independent Auditors
Balance Sheets as of December 31, 2017 (unaudited) and 2016
Statements of Operations for the Years Ended December 31, 2017 (unaudited), 2016 and 2015
Statements of Members' Capital for the Years Ended December 31, 2017 (unaudited), 2016 and 2015
Statements of Cash Flows for the Years Ended December 31, 2017 (unaudited), 2016 and 2015
Notes to Financial Statements
TNHC Newport LLC (our unconsolidated lower tier investee)
Report of Independent Auditors
Balance Sheets as of December 31, 2017 and 2016
Statements of Operations for the Years Ended December 31, 2017, 2016 and 2015
Statements of Members' Capital for the Years Ended December 31, 2017, 2016 and 2015
Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015
Notes to Financial Statements
PAGE
62
63
64
65
66
67
PAGE
101
102
103
104
105
106
PAGE
111
112
113
114
115
116
60
(2) Financial Statement Schedules
All other schedules have been omitted since the required information is presented in the financial statements and
the related notes or is not applicable.
(3) Exhibits
The exhibits filed or furnished as part of this annual report on Form 10-K are listed in the Index to Exhibits
immediately preceding the signature page, which Index is incorporated in this Item by reference.
61
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
The New Home Company Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The New Home Company Inc. (the "Company") as of
December 31, 2017 and 2016, the related consolidated statements of operations, equity and cash flows for each of the three
years in the period ended December 31, 2017, and the related notes (collectively referred to as the "financial statements"). In
our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company
at December 31, 2017 and 2016, and the consolidated results of its operations and its cash flows for each of the three years in
the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting
but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Company's auditor since 2010.
Irvine, California
February 14, 2018
62
THE NEW HOME COMPANY INC.
CONSOLIDATED BALANCE SHEETS
Assets
Cash and cash equivalents
Restricted cash
Contracts and accounts receivable
Due from affiliates
Real estate inventories
Investment in and advances to unconsolidated joint ventures
Other assets
Total assets
Liabilities and equity
Accounts payable
Accrued expenses and other liabilities
Unsecured revolving credit facility
Senior notes, net
Total liabilities
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
Additional paid-in capital
Retained earnings
Total stockholders' equity
Noncontrolling interest in subsidiary
Total equity
Total liabilities and equity
See accompanying notes to the consolidated financial statements.
December 31,
2017
2016
(Dollars in thousands, except
par value amounts)
$
$
$
$
$
$
$
123,546
424
23,224
1,060
416,143
55,824
24,291
644,512
23,722
38,054
—
318,656
380,432
30,496
585
27,833
1,138
286,928
50,857
21,299
419,136
33,094
23,418
118,000
—
174,512
—
—
209
199,474
64,307
263,990
90
264,080
644,512
$
207
197,161
47,155
244,523
101
244,624
419,136
63
THE NEW HOME COMPANY INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenues:
Home sales
Fee building, including management fees from unconsolidated joint
ventures of $4,945, $8,202 and $12,426, respectively
Cost of Sales:
Home sales
Home sales impairments
Land sales impairment
Fee building
Gross Margin:
Home sales
Land sales
Fee building
Selling and marketing expenses
General and administrative expenses
Equity in net income of unconsolidated joint ventures
Other income (expense), net
Pretax income
Provision for income taxes
Net income
Net loss attributable to noncontrolling interest
Net income attributable to The New Home Company Inc.
Earnings per share attributable to The New Home Company Inc.:
Basic
Diluted
Weighted average shares outstanding:
Basic
Diluted
See accompanying notes to the consolidated financial statements.
Year Ended December 31,
2016
2015
2017
(Dollars in thousands, except per share amounts)
$
560,842
$
507,949
$
280,209
190,324
751,166
473,213
2,200
—
184,827
660,240
85,429
—
5,497
90,926
(32,702)
(26,330)
866
(229)
32,531
(15,390)
17,141
11
17,152
0.82
0.82
$
$
$
186,507
694,456
433,559
2,350
1,150
178,103
615,162
72,040
(1,150)
8,404
79,294
(26,744)
(25,882)
7,691
(409)
33,950
(13,024)
20,926
96
21,022
1.02
1.01
$
$
$
149,890
430,099
235,232
—
—
139,677
374,909
44,977
—
10,213
55,190
(13,741)
(20,278)
13,767
(1,027)
33,911
(12,533)
21,378
310
21,688
1.29
1.28
20,849,736
20,995,498
20,685,386
20,791,445
16,767,513
16,941,088
$
$
$
64
THE NEW HOME COMPANY INC.
CONSOLIDATED STATEMENTS OF EQUITY
Stockholders’ Equity
Number of
Shares of
Common
Stock
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Total
Stockholders’
Equity
Noncontrolling
Interest in
Subsidiary
Total
Equity
(Dollars in thousands)
Balance at December 31, 2014
16,448,750
$
164
$ 143,475
$
4,445
$
148,084
$
2,342
$ 150,426
21,688
21,688
(310)
1,301
(2,411)
—
21,378
1,301
(2,411)
3,884
—
—
—
—
922
(96)
(725)
—
—
—
—
101
(11)
—
(248)
97
17
47,253
221,697
20,926
(725)
3,471
(648)
(97)
—
244,624
17,141
2,803
—
—
90
(590)
102
$ 264,080
Net income (loss)
Noncontrolling interest contribution
Noncontrolling interest distribution
Stock-based compensation expense
Shares net settled with the
Company to satisfy minimum
employee personal income tax
liabilities resulting from share based
compensation plans
Excess tax benefits from stock-
based compensation
Shares issued through stock plans
Issuance of common stock, net of
issuance costs
Balance at December 31, 2015
Net income (loss)
Noncontrolling interest distribution
Stock-based compensation expense
Shares net settled with the
Company to satisfy minimum
employee personal income tax
liabilities resulting from share based
compensation plans
Excess tax provision from stock-
based compensation
—
—
—
—
(17,590)
—
86,970
4,025,000
20,543,130
—
—
—
(62,597)
—
Shares issued through stock plans
231,633
Balance at December 31, 2016
20,712,166
Net income (loss)
Stock-based compensation expense
Shares net settled with the
Company to satisfy minimum
employee personal income tax
liabilities resulting from share based
compensation plans
Shares issued through stock plans
—
—
(56,092)
220,763
—
—
—
—
—
—
1
40
205
—
—
—
—
—
2
207
—
—
—
2
—
—
—
3,884
(248)
97
16
47,213
194,437
—
—
3,471
(648)
(97)
(2)
—
—
—
—
—
—
—
26,133
21,022
—
—
—
—
—
197,161
—
2,803
47,155
17,152
—
—
—
3,884
(248)
97
17
47,253
220,775
21,022
—
3,471
(648)
(97)
—
244,523
17,152
2,803
(590)
100
—
—
(590)
102
Balance at December 31, 2017
20,876,837
$
209
$ 199,474
$ 64,307
$
263,990
$
See accompanying notes to the consolidated financial statements.
65
THE NEW HOME COMPANY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Operating activities:
Net income
Adjustments to reconcile net income to net cash used in operating activities:
Deferred taxes
Noncash deferred tax asset charge
Amortization of equity based compensation
Excess income tax provision/(benefit) from stock-based
compensation
Inventory impairments
Abandoned project costs
Gain from notes payable principal reduction
Distributions of earnings from unconsolidated joint ventures
Equity in net income of unconsolidated joint ventures
Deferred profit from unconsolidated joint ventures
Depreciation and amortization
Net changes in operating assets and liabilities:
Restricted cash
Contracts and accounts receivable
Due from affiliates
Real estate inventories
Other assets
Accounts payable
Accrued expenses and other liabilities
Due to affiliates
Net cash used in operating activities
Investing activities:
Purchases of property and equipment
Cash assumed from joint venture at consolidation
Contributions and advances to unconsolidated joint ventures
Distributions of capital and repayment of advances to unconsolidated
joint ventures
Interest collected on advances to unconsolidated joint ventures
Net cash provided by (used in) investing activities
Financing activities:
Net proceeds from issuance of common stock
Cash distributions to noncontrolling interest in subsidiary
Borrowings from credit facility
Repayments of credit facility
Proceeds from senior notes
Borrowings from other notes payable
Repayments of other notes payable
Payment of debt issuance costs
Minimum tax withholding paid on behalf of employees for stock awards
Excess income tax (provision)/benefit from stock-based compensation
Proceeds from exercise of stock options
Net cash provided by financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents – beginning of year
Cash and cash equivalents – end of year
See accompanying notes to the consolidated financial statements.
$
66
2017
Year Ended December 31,
2016
(Dollars in thousands)
2015
$
17,141
$
20,926
$
21,378
(1,073)
3,190
2,803
—
2,200
383
—
1,588
(866)
821
449
161
4,670
18
(114,930)
(5,255)
(9,546)
7,544
—
(90,702)
(195)
995
(27,479)
15,577
552
(10,550)
—
—
88,000
(206,000)
324,465
—
(4,110)
(7,565)
(590)
—
102
194,302
93,050
30,496
123,546
(918)
—
3,471
97
3,500
580
(250)
3,742
(7,691)
646
511
396
(3,737)
(344)
(71,388)
(756)
6,171
2,921
(293)
(42,416)
(439)
2,009
(15,088)
15,307
—
1,789
—
(725)
223,050
(179,974)
—
343
(15,636)
(1,064)
(648)
(97)
—
25,249
(15,378)
45,874
30,496
$
$
(1,675)
—
3,884
(97)
—
635
—
18,477
(13,767)
(1,603)
473
(97)
(10,796)
1,683
(65,942)
(3,651)
9,790
8,712
293
(32,303)
(418)
—
(15,028)
32,026
—
16,580
47,253
(2,411)
99,450
(125,000)
—
3,552
(5,171)
—
(248)
97
17
17,539
1,816
44,058
45,874
1.
Organization and Summary of Significant Accounting Policies
Organization
The New Home Company Inc. (the "Company"), a Delaware corporation, and its subsidiaries are primarily engaged in all
aspects of residential real estate development, including acquiring land and designing, constructing and selling homes in
California and Arizona.
Initial Public and Follow-On Offerings
The Company completed its initial public offering ("IPO") on January 30, 2014. In preparation for the IPO, the Company
reorganized from a Delaware limited liability company ("LLC") into a Delaware corporation, issuing 8,636,250 shares of
common stock to the former members of the LLC in the Company's formation transactions, and changed its name to The New
Home Company Inc. As a result of the IPO, the Company issued and sold 8,984,375 shares of common stock (including
1,171,875 shares sold pursuant to the underwriters' exercise of their option to purchase additional shares from the Company) at
the public offering price of $11.00 per share. In accordance with the terms of the IPO, with net proceeds received from the
underwriters' exercise of their option to purchase additional shares, the Company repurchased 1,171,875 shares of its common
stock issued to a member of the LLC in connection with the Company's formation transactions. The Company received
proceeds of $75.8 million, net of the underwriting discount, offering expenses and the repurchase of shares. Upon the close of
the IPO, the Company had 16,448,750 common shares outstanding.
On December 9, 2015, the Company completed a follow-on equity offering, issuing and selling 4,025,000 shares of
common stock (including 525,000 shares sold pursuant to the underwriter's exercise of their option to purchase additional
shares from the Company) at a public offering price of $12.50 per share. The Company received proceeds of $47.3 million, net
of the underwriting discount and offering expenses. After the closing of the follow-on offering, the Company had 20,541,546
common shares outstanding.
Basis of Presentation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All
significant intercompany accounts have been eliminated upon consolidation.
The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting
principles ("GAAP") as contained within the Financial Accounting Standards Board ("FASB") Accounting Standards
Codification ("ASC").
Unless the context otherwise requires, the terms "we", "us", "our" and "the Company" refer to the Company and its
wholly owned subsidiaries, on a consolidated basis.
Use of Estimates
The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to
make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and
notes. Accordingly, actual results could differ materially from these estimates.
Reclassifications
Certain items in prior year consolidated financial statements have been reclassified to conform with current year
presentation.
Segment Reporting
Accounting Standards Codification ("ASC") 280, Segment Reporting ("ASC 280") established standards for the manner
in which public enterprises report information about operating segments. In accordance with ASC 280, we have determined that
our homebuilding division and our fee building division are our operating segments, which are also our reportable segments.
Cash and Cash Equivalents
We define cash and cash equivalents as cash on hand, demand deposits with financial institutions, and short term liquid
investments with a maturity date of less than three months from the date of purchase.
67
Restricted Cash
Restricted cash of $0.4 million and $0.6 million as of December 31, 2017 and 2016, respectively, is held in accounts for
payments of subcontractor costs incurred in connection with various fee building projects.
Real Estate Inventories and Cost of Sales
We capitalize pre-acquisition, land, development and other allocated costs, including interest, property taxes and indirect
construction costs. Pre-acquisition costs, including nonrefundable land deposits, are expensed to other income (expense), net if
we determine continuation of the prospective project is not probable.
Land, development and other common costs are typically allocated to real estate inventories using a methodology that
approximates the relative-sales-value method. Home construction costs per production phase are recorded using the specific
identification method. Cost of sales for homes closed includes the estimated total construction costs of each home at
completion and an allocation of all applicable land acquisition, land development and related common costs (both incurred and
estimated to be incurred) based upon the relative-sales-value of the home within each project. Changes in estimated
development and common costs are allocated prospectively to remaining homes in the project.
In accordance with Accounting Standards Codification ("ASC") 360, Property, Plant and Equipment ("ASC 360"),
inventory is stated at cost, unless the carrying amount is determined not to be recoverable, in which case inventory is written
down to its fair value. We review each real estate asset on a periodic basis or whenever indicators of impairment exist. Real
estate assets include projects actively selling and projects under development or held for future development. Indicators of
impairment include, but are not limited to, significant decreases in local housing market values and selling prices of
comparable homes, significant decreases in gross margins or sales absorption rates, costs significantly in excess of budget, and
actual or projected cash flow losses.
If there are indicators of impairment, we perform a detailed budget and cash flow review of the applicable real estate
inventories to determine whether the estimated remaining undiscounted future cash flows of the project are more or less than
the asset’s carrying value. If the undiscounted estimated future cash flows are more than the asset’s carrying value, no
impairment adjustment is required. However, if the undiscounted estimated future cash flows are less than the asset’s carrying
value, the asset is reviewed for impairment and if deemed impaired, is written down to fair value.
When estimating undiscounted estimated future cash flows of a project, we make various assumptions, including:
(i) expected sales prices and sales incentives to be offered, including the number of homes available, pricing and incentives
being offered by us or other builders in other projects, and future sales price adjustments based on market and economic trends;
(ii) expected sales pace and cancellation rates based on local housing market conditions, competition and historical trends;
(iii) costs expended to date and expected to be incurred including, but not limited to, land and land development costs, home
construction costs, interest costs, indirect construction and overhead costs, and selling and marketing costs; (iv) alternative
product offerings that may be offered that could have an impact on sales pace, sales price and/or building costs; and
(v) alternative uses for the property.
Many assumptions are interdependent and a change in one may require a corresponding change to other assumptions. For
example, increasing or decreasing sales absorption rates has a direct impact on the estimated per unit sales price of a home and
the level of time sensitive costs (such as indirect construction, overhead and carrying costs). Depending on the underlying
objective of the project, assumptions could have a significant impact on the projected cash flow analysis. For example, if our
objective is to preserve operating margins, our cash flow analysis will be different than if the objective is to increase the
velocity of sales. These objectives may vary significantly from project to project and over time.
If real estate assets are considered impaired, the impairment adjustments are calculated by determining the amount the
asset's carrying value exceeds its fair value. We calculate the fair value of real estate projects using a land residual value
analysis or a discounted cash flow analysis. Under the land residual value analysis, we estimate what a willing buyer would pay
and what a willing seller would sell a parcel of land for (other than in a forced liquidation) in order to generate a market rate
operating margin and return. Under the discounted cash flow method, the fair value is determined by calculating the present
value of future cash flows using a risk adjusted discount rate. Critical assumptions that are included as part of these analyses
include estimating future housing revenues, sales absorption rates, land development, construction and related carrying costs
(including future capitalized interest), and all direct selling and marketing costs. This evaluation and the assumptions used by
management to determine future estimated cash flows and fair value require a substantial degree of judgment, especially with
respect to real estate projects that have a substantial amount of development to be completed, have not started selling or are in
the early stages of sales, or are longer in duration. Actual revenues, costs and time to complete and sell a community could vary
from these estimates which could impact the calculation of fair value of the asset and the corresponding amount of impairment
68
that is recorded in our results of operations. For the years ended December 31, 2017, 2016 and 2015, we recorded impairment
charges of $2.2 million, $3.5 million and $0.0 million, respectively. For additional detail regarding these impairment charges,
please see Note 4.
Capitalization of Interest
We follow the practice of capitalizing interest to real estate inventories during the period of development and to
investments in unconsolidated joint ventures, when applicable, in accordance with ASC 835, Interest ("ASC 835"). Interest
capitalized as a cost component of real estate inventories is included in cost of home sales as related homes or lots are sold. To
the extent interest is capitalized to investment in unconsolidated joint ventures, it is included as a reduction of income from
unconsolidated joint ventures when the related homes or lots are sold to third parties. To the extent our debt exceeds our
qualified assets as defined in ASC 835, we expense a portion of the interest incurred by us. Qualified assets represent projects
that are actively selling or under development as well as investments in unconsolidated joint ventures accounted for under the
equity method until such equity investees begin their principal operations.
Revenue Recognition
Home Sales and Profit Recognition
In accordance with ASC 360, revenue from home sales and other real estate sales are recorded and a profit is recognized
when the sales process is complete under the full accrual method. The sales process is considered complete for home sales and
other real estate sales when all conditions of escrow are met, including delivery of the home or other real estate asset, title
passes, appropriate consideration is received and collection of associated receivables, if any, is reasonably assured. Sales
incentives are a reduction of revenues when the respective home is closed. The profit we record is based on the calculation of
cost of sales, which is dependent on our allocation of costs, as described in more detail above in the section entitled "Real
Estate Inventories and Cost of Sales." When it is determined that the earnings process is not complete, the sale and related
profit are deferred for recognition in future periods.
Fee Building
The Company enters into fee building agreements to provide services whereby it builds homes on behalf of third-party
property owners. The third-party property owner funds all project costs incurred by the Company to build and sell the homes.
The Company primarily enters into cost plus fee contracts where it charges third-party property owners for all direct and
indirect costs plus a management fee. For these types of contracts, the Company recognizes revenue based on the actual total
costs it has expended plus the applicable management fee. The management fee is typically a per-unit fixed fee or based on a
percentage of the cost or home sales revenue of the project depending on the terms of the agreement with the third-party
property owner. In accordance with ASC 605, Revenue Recognition ("ASC 605"), revenues from fee building services are
recognized using a cost-to-cost approach in applying the percentage-of-completion method. Under this approach, revenue is
earned in proportion to total costs incurred, divided by total costs expected to be incurred. The total estimated cost plus the
management fee represents the total contract value. The Company recognizes revenue based on the actual labor and other direct
costs incurred, plus the portion of the management fee it has earned to date. In the course of providing its services, the
Company routinely subcontracts for services and incurs other direct costs on behalf of the property owners. These costs are
passed through to the property owners and, in accordance with GAAP, are included in the Company’s revenue and cost of sales.
The Company also enters into fee building and management contracts with third parties and its unconsolidated joint
ventures where it provides construction supervision services, as well as sales and marketing services, and does not bear
financial risks for any services provided. In accordance with ASC 605, revenues from these services are recognized over a
proportional performance method or completed performance method. Under ASC 605, revenue is earned as services are
provided in proportion to total services expected to be provided to the customer or on a straight line basis if the pattern of
performance cannot be determined. Costs are recognized as incurred. Revenue recognition for any portion of the fees earned
from these services that are contingent upon a financial threshold or specific event is deferred until the threshold is achieved or
the event occurs.
The Company’s fee building revenues have historically been concentrated with a small number of customers. For the
years ended December 31, 2017, 2016 and 2015, one customer comprised 97%, 96% and 92% of fee building revenue,
respectively. The balance of the fee building revenues represented fee revenue from a separate customer and management fees
earned from unconsolidated joint ventures. As of December 31, 2017 and 2016, one customer comprised 49% and 87% of
contracts and accounts receivable, respectively, with the balance of accounts receivable primarily representing escrow
receivables from home sales.
69
Variable Interest Entities
The Company accounts for variable interest entities in accordance with ASC 810, Consolidation ("ASC 810"). Under
ASC 810, a variable interest entity ("VIE") is created when: (a) the equity investment at risk in the entity is not sufficient to
permit the entity to finance its activities without additional subordinated financial support provided by other parties, including
the equity holders; (b) the entity’s equity holders as a group either (i) lack the direct or indirect ability to make decisions about
the entity, (ii) are not obligated to absorb expected losses of the entity or (iii) do not have the right to receive expected residual
returns of the entity; or (c) the entity’s equity holders have voting rights that are not proportionate to their economic interests,
and the activities of the entity involve or are conducted on behalf of the equity holder with disproportionately few voting rights.
Once we consider the sufficiency of equity and voting rights of each legal entity, we then evaluate the characteristics of
the equity holders' interests, as a group, to see if they qualify as controlling financial interests. Our real estate joint ventures
consist of limited partnerships and limited liability companies. For entities structured as limited partnerships or limited liability
companies, our evaluation of whether the equity holders (equity partners other than us in each our joint ventures) lack the
characteristics of a controlling financial interest includes the evaluation of whether the limited partners or non-managing
members (the noncontrolling equity holders) lack both substantive participating rights and substantive kick-out rights, defined
as follows:
•
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.
If we conclude that any of the three characteristics of a VIE are met, including if equity holders lack the characteristics of
a controlling financial interest because they lack both substantive participating rights and substantive kick-out rights, we
conclude that the entity is a VIE and evaluate it for consolidation under the variable interest model.
If an entity is deemed to be a VIE pursuant to ASC 810, the enterprise that has both (i) the power to direct the activities of
a VIE that most significantly impact the entity’s economic performance and (ii) the obligation to absorb the expected losses of
the entity or right to receive benefits from the entity that could be potentially significant to the VIE is considered the primary
beneficiary and must consolidate the VIE.
Under ASC 810, a nonrefundable deposit paid to an entity may be deemed to be a variable interest that will absorb some
or all of the entity’s expected losses if they occur. Our land purchase and lot option deposits generally represent our maximum
exposure to the land seller if we elect not to purchase the optioned property. In some instances, we may also expend funds for
due diligence, development and construction activities with respect to optioned land prior to takedown. Such costs are
classified as real estate inventories, which we would have to write off should we not exercise the option. Therefore, whenever
we enter into a land option or purchase contract with an entity and make a nonrefundable deposit, a VIE may have been
created.
As of December 31, 2017 and 2016, the Company was not required to consolidate any VIEs. In accordance with ASC
810, we perform ongoing reassessments of whether we are the primary beneficiary of a VIE.
Noncontrolling Interest
During 2013, the Company entered into a joint venture agreement with a third-party property owner. In accordance with
ASC 810, the Company analyzed this arrangement and determined that it was not a VIE; however, the Company determined it
was required to consolidate the joint venture as the Company has a controlling financial interest with the powers to direct the
major decisions of the entity. As of December 31, 2017 and 2016, the third-party investor had an equity balance of $0.1
million.
70
Investments in and Advances to Unconsolidated Joint Ventures
We use the equity method to account for investments in homebuilding and land development joint ventures that qualify as
VIEs where we are not the primary beneficiary and other entities that we do not control but have the ability to exercise
significant influence over the operating and financial policies of the investee. The Company also uses the equity method when
we function as the managing member or general partner and our venture partner has substantive participating rights or where
we can be replaced by our venture partner as managing member without cause.
As of December 31, 2017, the Company concluded that none of its joint ventures were VIEs and accounted for these
entities under the equity method of accounting.
Under the equity method, we recognize our proportionate share of earnings and losses generated by the joint venture
upon the delivery of lots or homes to third parties. Our proportionate share of intra-entity profits and losses are eliminated until
the related asset has been sold by the unconsolidated joint venture to third parties. We classify cash distributions received from
equity method investees using the cumulative earnings approach consistent with Accounting Standards Update ("ASU") No.
2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15").
Under the cumulative earnings approach, distributions received are considered returns on investment and shall be classified as
cash inflows from operating activities unless the cumulative distributions received exceed cumulative equity in earnings. When
such an excess occurs, the current-period distribution up to this excess is considered a return of investment and shall be
classified as cash inflows from investing activities. Our ownership interests in our unconsolidated joint ventures vary, but are
generally less than or equal to 35%. The accounting policies of our joint ventures are consistent with those of the Company.
We review real estate inventory held by our unconsolidated joint ventures for impairment, consistent with our real estate
inventories. We also review our investments in and advances to unconsolidated joint ventures for evidence of other-than-
temporary declines in value. To the extent we deem any portion of our investment in and advances to unconsolidated joint
ventures as not recoverable, we impair our investment accordingly. For the years ended December 31, 2017, 2016 and 2015, no
impairments related to investment in and advances to unconsolidated joint ventures were recorded.
Selling and Marketing Expense
Selling and marketing costs incurred to sell real estate projects are capitalized to other assets in the accompanying
consolidated balance sheets if they are reasonably expected to be recovered from the sale of the project or from incidental
operations, and are incurred for tangible assets that are used directly through the selling period to aid in the sale of the project
or services that have been performed to obtain regulatory approval of sales. These capitalizable selling and marketing costs
include, but are not limited to, model home design, model home decor and landscaping, and sales office/design studio setup.
Warranty Accrual
We offer warranties on our homes that generally cover various defects in workmanship or materials, or structural
construction defects for one year. In addition, we generally provide a more limited warranty, which generally ranges from a
minimum of two years up to the period covered by the applicable statute of repose, that covers certain defined construction
defects. Estimated future direct warranty costs are accrued and charged to cost of sales in the period when the related
homebuilding revenues are recognized. Amounts are accrued based upon the Company’s historical rates. In addition, the
Company has received warranty payments from third-party property owners for certain of its fee building projects that have
since closed-out where the Company has the contractual risk of construction. These payments are recorded as warranty
accruals. We assess the adequacy of our warranty accrual on a quarterly basis and adjust the amounts recorded if necessary. Our
warranty accrual is included in accrued expenses and other liabilities in the accompanying consolidated balance sheets and
adjustments to our warranty accrual are recorded through cost of sales.
Contracts and Accounts Receivable
Contracts and accounts receivable primarily represent the fees earned, but not collected, and reimbursable project costs
incurred in connection with fee building agreements. The Company periodically evaluates the collectability of its contracts
receivable, and, if it is determined that a receivable might not be fully collectible, an allowance is recorded for the amount
deemed uncollectible. This allowance for doubtful accounts is estimated based on management’s evaluation of the contracts
involved and the financial condition of its customers. Factors considered in such evaluations include, but are not limited to: (i)
customer type; (ii) historical contract performance; (iii) historical collection and delinquency trends; (iv) customer credit
worthiness; and (v) general economic conditions. In addition to contracts receivable, escrow receivables are included in
contracts and accounts receivable in the accompanying consolidated balance sheets. As of December 31, 2017 and 2016, no
allowance was recorded related to contracts and accounts receivable.
71
Property and Equipment
Property and equipment are recorded at cost and included in other assets in the accompanying consolidated balance
sheets and depreciated using the straight-line method over their estimated useful lives ranging from three to five years.
Leasehold improvements are stated at cost and are amortized using the straight-line method over the shorter of either their
estimated useful lives or the term of the lease. For the years ended December 31, 2017, 2016 and 2015, the Company incurred
depreciation and amortization expense of $0.4 million, $0.5 million and $0.5 million, respectively.
Income Taxes
Income taxes are accounted for in accordance with ASC 740, Income Taxes ("ASC 740"). The consolidated provision
for, or benefit from, income taxes is calculated using the asset and liability method, under which deferred tax assets and
liabilities are recorded based on the difference between the financial statement and tax basis of assets and liabilities using
enacted tax rates in effect for the year in which the differences are expected to reverse.
Deferred tax assets are evaluated on a quarterly basis to determine if adjustments to the valuation allowance are required.
In accordance with ASC 740, we assess whether a valuation allowance should be established based on the consideration of all
available evidence using a "more likely than not" standard with respect to whether deferred tax assets will be realized. The
ultimate realization of deferred tax assets depends primarily on the generation of future taxable income during the periods in
which the differences become deductible. The value of our deferred tax assets will depend on applicable income tax rates.
Judgment is required in determining the future tax consequences of events that have been recognized in our consolidated
financial statements and/or tax returns. Differences between anticipated and actual outcomes of these future tax consequences
could have a material impact on our consolidated financial statements.
ASC 740 defines the methodology for recognizing the benefits of uncertain tax return positions as well as guidance
regarding the measurement of the resulting tax benefits. These provisions require an enterprise to recognize the financial
statement effects of a tax position when it is more likely than not (defined as a likelihood of more than 50%), based on the
technical merits, that the position will be sustained upon examination. In addition, these provisions provide guidance on
derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The evaluation of
whether a tax position meets the more-likely-than-not recognition threshold requires a substantial degree of judgment by
management based on the individual facts and circumstances.
On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the "Tax Act").
The Tax Act amends the Internal Revenue Code to reduce tax rates and modify policies, credits, and deductions for individuals
and businesses. For businesses, the Tax Act reduces the corporate federal tax rate from a maximum of 35% to a flat 21% rate.
The rate reduction took effect on January 1, 2018 but was enacted in 2017. Accordingly, with ASC 740, the Company revalued
its net deferred tax asset at December 31, 2017 for the change in statutory rate and recorded a provisional $3.2 million charge to
reduce the asset's value, which was included in the tax provision for 2017.
Stock-Based Compensation
We account for share-based awards in accordance with ASC 718, Compensation – Stock Compensation ("ASC 718") and
ASC 505-50, Equity – Equity Based Payments to Non-Employees ("ASC 505-50").
ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in a company's
financial statements. ASC 718 requires all entities to apply a fair-value-based measurement method in accounting for share-
based payment transactions with employees except for equity instruments held by employee share ownership plans.
On June 26, 2015, the Company entered into an agreement that transitioned Joseph Davis' role within the Company from
Chief Investment Officer to a non-employee consultant to the Company. On February 16, 2017, the Company entered into an
agreement that transitioned Wayne Stelmar's role within the Company from Chief Investment Officer to a non-employee
consultant and non-employee director. Per the agreements, Mr. Davis' and Mr. Stelmar's outstanding equity awards will
continue to vest in accordance with their original terms. Under ASC 505-50, if an employee becomes a non-employee and
continues to vest in an award pursuant to the award's original terms, that award will be treated as an award to a non-employee
prospectively, provided the individual is required to continue providing services to the employer (such as consulting services).
Based on the terms and conditions of both Mr. Davis' and Mr. Stelmar's consulting agreements noted above, we account for
their share-based awards in accordance with ASC 505-50. ASC 505-50 requires that these awards be accounted for
prospectively, such that the fair value of the awards will be re-measured at each reporting date until the earlier of (a) the
performance commitment date or (b) the date the services required under the transition agreement with Mr. Davis or Mr.
72
Stelmar have been completed. ASC 505-50 requires that compensation cost ultimately recognized in the Company's financial
statements be the sum of (a) the compensation cost recognized during the period of time the individual was an employee (based
on the grant-date fair value) plus (b) the fair value of the award determined on the measurement date determined in accordance
with ASC 505-50 for the pro-rata portion of the vesting period in which the individual was a non-employee. Mr. Davis'
outstanding awards fully vested during January 2017 and were fully expensed.
Beginning January 1, 2017, the Company adopted ASU No. 2016-09, Compensation - Stock Compensation (Topic 718):
Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 simplifies several aspects of the
accounting for share-based payment transactions, including the income tax consequences, classification of awards as either
equity or liabilities, and classification on the statement of cash flows. The adoption of ASU 2016-09 had no effect on
beginning retained earnings or any other components of equity or net assets. The Company has elected to apply the
amendments in ASC 2016-09 related to the presentation of excess income tax provisions on the statement of cash flows using a
prospective transition method resulting in no adjustment to the classification of the prior year excess income tax provision from
stock-based compensation in the accompanying consolidated statement of cash flows.
Employee Benefit Plan
We have a defined contribution plan pursuant to Section 401(k) of the Internal Revenue Code where each employee
may elect to make before-tax or ROTH contributions up to the current tax limits. The Company matches 50% of the
employee's contribution on the first 8% of compensation up to a maximum match of $10,800, on a discretionary basis. Our
contributions to the plan for the years ended December 31, 2017, 2016 and 2015 were $0.8 million, $0.9 million, and $0.5
million, respectively.
Recently Issued Accounting Standards
The Company qualifies as an "emerging growth company" pursuant to the provisions of the Jumpstart Our Business
Startups Act of 2012 (the "JOBS Act"). Section 102 of the JOBS Act provides that an "emerging growth company" can take
advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for
complying with new or revised accounting standards. As previously disclosed, the Company has chosen, irrevocably, to "opt
out" of such extended transition period, and as a result, will comply with new or revised accounting standards on the relevant
dates on which adoption of such standards is required for non-emerging growth companies.
In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts
with Customers ("ASU 2014-09"), which supersedes existing accounting literature relating to how and when a company
recognizes revenue. Under ASU 2014-09, a company will recognize revenue when it transfers promised goods or services to
customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods
and services. Additionally, ASU 2014-09 supersedes existing industry specific accounting literature relating to how a company
expenses certain selling and marketing costs. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts
with Customers (Topic 606): Deferral of the Effective Date, which delayed the effective date of ASU 2014-09 by one year. As a
public company, ASU 2014-09 is effective for our interim and annual reporting periods beginning after December 15, 2017.
We will adopt the requirements of the new standard in the 2018 first quarter and will use the modified retrospective transition
method.
Certain revenue streams of the Company are subject to ASU 2014-09, including home sales revenue, fee building revenue
and forfeiture of homebuyer deposits. The adoption of ASU 2014-09 will not have a material impact on the amount, timing or
recognition of these revenue streams. Additionally, there will be no changes in the classification of our revenue streams as
shown on our consolidated statements of operations.
ASU 2014-09 will also affect our accounting policies related to certain capitalized selling and marketing costs we incur to
obtain sales contracts from our customers. Prior to the adoption of ASU 2014-09, the Company capitalized to other assets
selling and marketing costs incurred to sell real estate projects if they were reasonably expected to be recovered from the sale
of the project or incidental operations, and costs incurred for tangible assets that are used directly through the selling period to
aid in the sale of the projects. These capitalizable selling and marketing costs included, but were not limited to, model home
design, model home decor and landscaping, and sales office/design studio setup. These costs were amortized on a per unit
basis to selling and marketing expense as the related homes were delivered. Upon the adoption of ASU 2014-09, the Company
will continue to capitalize recoverable selling and marketing costs incurred for tangible assets related to our sales offices and
design studios. These costs will be depreciated over the useful lives of our sales offices and design studios at each community.
All other selling and marketing costs incurred that were formerly capitalizable will be immediately expensed as incurred to
selling and marketing expense. Upon adoption of ASU 2014-09 and in relation to these changes, we will recognize a decrease
73
to retained earnings on January 1, 2018 as part of the modified retrospective transition method, representing the cumulative
effect of initially applying the new standard, tax-effected.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 will require
organizations that lease assets (referred to as "lessees") to recognize on the balance sheet the assets and liabilities for the rights
and obligations created by those leases. Under ASU 2016-02, a lessee will be required to recognize assets and liabilities for
leases with lease terms of more than 12 months. Lessor accounting remains substantially similar to current GAAP. In addition,
disclosures of leasing activities are to be expanded to include qualitative along with specific quantitative information. ASU
2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. ASU 2016-02 mandates a
modified retrospective transition method. The Company's lease contracts primarily consist of rental agreements for office
space and certain office equipment where we are the lessee. The Company has begun the process of evaluating these lease
contracts and believes all would be considered operating leases. Upon adoption, we expect to add a right-of-use asset and a
lease liability to our consolidated balance sheet. The Company will recognize lease expense on a straight-line basis, consistent
with our current policy for office rent.
In March 2016, the FASB issued ASU No. 2016-07, Investments- Equity Method and Joint Ventures: Simplifying the
Transition to the Equity Method of Accounting ("ASU 2016-07"), which eliminates the requirement to apply the equity method
of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. Our
adoption of ASU 2016-07 on January 1, 2017 did not have an effect on our consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15. ASU 2016-15 provides guidance on how certain cash receipts and cash
payments are to be presented and classified in the statement of cash flows. ASU 2016-15 is effective for interim and annual
reporting periods beginning after December 15, 2017. We will adopt ASU 2016-15 on January 1, 2018, and expect no effect on
our consolidated financial statements and disclosures as we currently classify cash distributions received from equity method
investees using the cumulative earnings approach consistent with ASU 2016-15.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU
2016-18"). ASU 2016-16 requires that a statement of cash flows explain the change during the period in the total of cash, cash
equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally
described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling
the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for
interim and annual reporting periods beginning after December 15, 2017. Upon adoption of ASU 2016-18 in the first quarter of
2018, our ending restricted cash balance of $0.4 million will be included in our beginning cash balance for purposes of
preparing our full-year and interim consolidated statements of cash flows.
In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a
Business ("ASU 2017-01"). ASU 2017-01 clarifies the definition of a business with the objective of addressing whether
transactions involving in-substance nonfinancial assets, held directly or in a subsidiary, should be accounted for as acquisitions
or disposals of nonfinancial assets or of businesses. ASU 2017-01 is effective for interim and annual reporting periods
beginning after December 15, 2017, and early adoption is permitted. We adopted ASU 2017-01 on January 1, 2017 and applied
its framework to transactions occurring in 2017.
In February 2017, the FASB issued ASU No. 2017-05, Clarifying the Scope of Asset Derecognition Guidance and
Accounting for Partial Sales of Nonfinancial Assets ("ASU 2017-05"). ASU 2017-05 clarifies the guidance for derecognition of
nonfinancial assets and in-substance nonfinancial assets when the asset does not meet the definition of a business and is not a
not-for-profit activity. ASU 2017-05 is effective for interim and annual reporting periods beginning after December 15, 2017.
We expect to adopt the new standard under the modified retrospective approach. Under the modified retrospective approach,
we will recognize the cumulative effect of initially applying the new standard as an adjustment to the opening balance of
retained earnings. We will adopt ASU 2017-05 in the first quarter of 2018 and expect no effect on our consolidated financial
statements and disclosures.
In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718), Scope of
Modification Accounting ("ASU 2017-09"). The guidance provides clarity and reduces diversity in practice and cost and
complexity when accounting for a change to the terms or conditions of a share-based payment award. ASU 2017-09 is effective
for interim and annual reporting periods beginning after December 15, 2017. We will adopt ASU 2017-09 in the 2018 first
quarter and its adoption is not expected to have a material impact on our consolidated financial statements.
74
2.
Computation of Earnings Per Share
The following table sets forth the components used in the computation of basic and diluted earnings per share for the
years ended December 31, 2017, 2016 and 2015:
Year Ended December 31,
2016
2015
2017
Numerator:
Net income attributable to The New Home Company Inc.
$
17,152
$
21,022
$
21,688
(Dollars in thousands, except per share
amounts)
Denominator:
Basic weighted-average shares outstanding
Effect of dilutive shares:
Stock options and unvested restricted stock units
Diluted weighted-average shares outstanding
20,849,736
20,685,386
16,767,513
145,762
20,995,498
106,059
20,791,445
173,575
16,941,088
Basic earnings per share attributable to The New Home Company Inc.
Diluted earnings per share attributable to The New Home Company Inc.
$
$
0.82
0.82
$
$
1.02
1.01
$
$
1.29
1.28
Antidilutive stock options and unvested restricted stock units not included in
diluted earnings per share
7,074
849,977
7,414
3.
Contracts and Accounts Receivable
Contracts and accounts receivable consist of the following:
Contracts receivable:
Costs incurred on fee building projects
Estimated earnings
Less: amounts collected during the period
Contracts receivable
Contracts receivable:
Billed
Unbilled
Accounts receivable:
Escrow receivables
Other receivables
Contracts and accounts receivable
December 31,
2017
2016
(Dollars in thousands)
184,827
5,497
190,324
(178,704)
11,620
$
$
178,103
8,404
186,507
(162,203)
24,304
— $
11,620
11,620
11,554
50
23,224
$
—
24,304
24,304
3,385
144
27,833
$
$
$
$
Billed contracts receivable represent amounts billed to customers that have yet to be collected. Unbilled contracts
receivable represents the contract revenue recognized but not yet invoiced. All unbilled receivables as of December 31, 2017
and 2016 are expected to be billed and collected within 30 days. Accounts payable at December 31, 2017 and 2016 includes
$11.3 million and $22.8 million, respectively, related to costs incurred under the Company’s fee building contracts.
75
4.
Real Estate Inventories and Capitalized Interest
Real estate inventories are summarized as follows:
Deposits and pre-acquisition costs
Land held and land under development
Homes completed or under construction
Model homes
December 31,
2017
2016
(Dollars in thousands)
$
$
35,846
47,757
302,884
29,656
416,143
$
$
38,723
98,596
93,628
55,981
286,928
All of our deposits and pre-acquisition costs are nonrefundable, except for refundable deposits of $0.8 million and $4.1
million as of December 31, 2017 and 2016, respectively.
Land held and land under development includes land costs and costs incurred during site development such as
development, indirects, and permits. Homes completed or under construction and model homes (except for capitalized selling
and marketing costs, which are classified in other assets) include all costs associated with home construction, including land,
development, indirects, permits, materials and labor.
In accordance with ASC 360, Property, Plant and Equipment ("ASC 360"), inventory is stated at cost, unless the carrying
amount is determined not to be recoverable, in which case inventory is written down to its fair value. We review each real
estate asset at the community-level, on a quarterly basis or whenever indicators of impairment exist. For the years ended
December 31, 2017 and 2016, the Company recognized real estate-related impairments of $2.2 million and $3.5 million,
respectively, in cost of sales resulting in a decrease of the same amount to pretax income for our homebuilding segment. Fair
value for the homebuilding projects impaired during 2017 and 2016 were calculated using either a land residual value analysis
or under a discounted cash flow model. The project cash flows were discounted at an 8% rate for 2017 and rates ranging from
10-14% for 2016. Fair value for the land sales project impaired during 2016 was determined using the land purchase price
included in the executed sales agreement, less the Company's cost to sell. The following table summarizes inventory
impairments recorded during the years ended December 31, 2017, 2016 and 2015:
Inventory impairments:
Home sales
Land sales
Total inventory impairments
Remaining carrying value of inventory impaired at year end
Number of projects impaired during the year
Total number of projects subject to periodic impairment review during the
year (1)
Year Ended December 31,
2017
2016
2015
(Dollars in Thousands)
$
$
$
2,200
—
2,200
5,921
1
26
$
$
$
2,350
1,150
3,500
30,225
$
$
$
3
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.
The home sales impairments of $2.2 million recorded during 2017 related to homes completed or under construction
for one active homebuilding community located in Southern California. This community was experiencing a slow monthly
sales absorption rate, and the Company determined that additional incentives were required to sell the remaining homes and
lots at estimated aggregate sales prices that would be lower than its previous carrying value.
The home sales impairments of $2.4 million recorded during 2016 related to land under development and homes
completed or under construction for two active homebuilding communities. These communities were experiencing slow
76
monthly sales absorption rates, and the Company determined that additional incentives were required to sell the remaining
homes and lots at estimated aggregate sales prices that would be lower than its previous carrying values. One community is
located in Southern California and the other is located in Northern California. The land sales impairments of $1.2 million
related to land under development in Northern California that the Company intended to sell after certain improvements were
complete. Subsequently, the land sale was not ultimately consummated and the Company made the determination during 2017
to develop and build homes on this land.
Interest is capitalized to inventory during development and other qualifying activities. Interest capitalized as a cost of
inventory is included in cost of sales as related homes are closed. Interest capitalized to investment in unconsolidated joint
ventures is amortized to equity in net income of unconsolidated joint ventures as related joint venture homes or lots close. For
the years ended December 31, 2017, 2016 and 2015 interest incurred, capitalized and expensed was as follows:
Interest incurred
Interest capitalized to inventory
Interest capitalized to investment in unconsolidated joint ventures
Interest expensed
Capitalized interest in beginning inventory
Interest capitalized as a cost of inventory
Capitalized interest acquired from unconsolidated joint venture at
consolidation
Contribution to unconsolidated joint ventures
Previously capitalized interest included in cost of sales
Interest previously capitalized as a cost of inventory, included in
other expense
Capitalized interest in ending inventory
Capitalized interest in beginning investment in unconsolidated joint ventures
Interest capitalized to investment in unconsolidated joint ventures
Capitalized interest transferred from investment in unconsolidated joint
venture to inventory upon consolidation
Previously capitalized interest included in equity in net income of
consolidated joint ventures
Capitalized interest in ending investments in unconsolidated joint ventures
Total capitalized interest in ending inventory and investments in
unconsolidated joint ventures
$
$
$
$
$
$
$
2017
Year Ended December 31,
2016
(Dollars in thousands)
$
$
2015
21,978
(20,394)
(1,584)
— $
7,484
(7,484)
—
— $
4,722
(4,722)
—
—
6,342
20,394
$
$
4,190
7,484
2,328
4,722
738
—
(11,021)
—
(1)
(5,331)
—
16,453
$
—
6,342
$
— $
1,584
(76)
(36)
1,472
17,925
$
$
— $
—
—
—
— $
—
(264)
(2,511)
(85)
4,190
—
—
—
—
—
6,342
$
4,190
Capitalized interest as a percentage of inventory
Interest included in cost of sales as a percentage of home sales revenue
4.0%
2.0%
2.2%
1.0%
2.1%
0.9%
Capitalized interest as a percentage of investment in and advances to
unconsolidated joint ventures
2.6%
—%
—%
Contribution to unconsolidated joint ventures relates to interest capitalized as a cost of inventory, which was then
contributed by the Company to unconsolidated joint ventures formed in each of 2016 and 2015.
77
5.
Investments in and Advances to Unconsolidated Joint Ventures
As of December 31, 2017 and 2016, the Company had ownership interests in 10 and 13, respectively, unconsolidated
joint ventures with ownership percentages that generally ranged from 5% to 35%. The condensed combined balance sheets for
our unconsolidated joint ventures accounted for under the equity method were as follows:
Cash and cash equivalents
Restricted cash
Real estate inventories
Other assets
Total assets
Accounts payable and accrued liabilities
Notes payable
Total liabilities
The New Home Company's equity
Other partners' equity
Total equity
Total liabilities and equity
Debt-to-capitalization ratio
Debt-to-equity ratio
December 31,
2016
2017
(Dollars in thousands)
$
$
$
$
30,017
15,041
396,850
3,942
445,850
34,959
78,341
113,300
50,523
282,027
332,550
445,850
$
$
$
$
33,683
8,374
386,487
1,664
430,208
28,706
97,664
126,370
46,857
256,981
303,838
430,208
19.1%
23.6%
24.3%
32.1%
As of December 31, 2017 and 2016, the Company had advances outstanding of approximately $3.8 million and $4.0
million, respectively, to these unconsolidated joint ventures, which were included in the notes payable balances of the
unconsolidated joint ventures in the table above. The advances relate to an unsecured promissory note entered into on October
31, 2016 and amended on February 3, 2017 with Encore McKinley Village LLC ("Encore McKinley"), an unconsolidated joint
venture of the Company. The note bears interest at 10% per annum and matures on October 31, 2018.
The condensed combined statements of operations for our unconsolidated joint ventures accounted for under the equity
method were as follows:
Revenues
Cost of sales and expenses
Net (loss) income of unconsolidated joint ventures
Equity in net income of unconsolidated joint ventures reflected in the
accompanying consolidated statements of operations
$
$
$
2017
Year Ended December 31,
2016
(Dollars in thousands)
$
$
147,447
147,976
(529) $
233,219
207,028
26,191
2015
409,881
344,687
65,194
13,767
$
$
866
$
7,691
For the years ended December 31, 2017, 2016 and 2015, the Company earned $4.9 million, $8.2 million, and $12.4
million, respectively, in management fees from its unconsolidated joint ventures. For additional detail regarding management
fees, please see Note 11 to the consolidated financial statements.
Subsequent to December 31, 2017, the Company entered into a land option agreement with one of its unconsolidated joint
ventures. Please refer to Note 11 - "Related Party Transactions" for a discussion of this transaction.
On October 23, 2017, the Company acquired the remaining outside equity interest of our TNHC Tidelands LLC
(Tidelands) unconsolidated joint venture. TNHC Tidelands LLC is the owner of an actively selling project in Northern
California (the "Tidelands Project"). The Company paid $13.6 million to our joint venture partner for its interest and paid off
the $4.1 million remaining balance on the joint venture's construction loan. Following the purchase, the Company was required
to consolidate this entity as it is now a wholly owned subsidiary of the Company, and the Tidelands Project became a wholly
78
owned active selling community of the Company. The purchase consideration and the cost basis of our previous investment in
unconsolidated joint ventures related to this joint venture, are included in real estate inventories as of December 31, 2017.
In August 2017, we acquired the remaining outside equity interest of our DMB/TNHC LLC (Sterling at Silverleaf)
unconsolidated joint venture. The Company paid $2.6 million to our joint venture partner and upon the change of control was
required to consolidate this venture as it is now a wholly owned subsidiary of the Company. The purchase consideration and
the cost basis of our previous investment in unconsolidated joint ventures related to this joint venture, are included in real estate
inventories as of December 31, 2017.
During the 2017 second quarter, our Larkspur Land 8 Investors LLC unconsolidated joint venture (Larkspur) allocated
$0.1 million of income to the Company from a reduction in cost to complete reserves, which was included in equity in net
income of unconsolidated joint ventures in the accompanying consolidated statements of operations, and our outside equity
partner exited the joint venture. Upon the change in control, we were required to consolidate this venture as a wholly owned
subsidiary and the Company assumed the cash, other assets, and accrued liabilities, including warranty and the remaining costs
to complete reserves, of the joint venture. As part of this transaction, the Company also recognized a gain of $0.3 million,
which was included in equity in net income of unconsolidated joint ventures in the accompanying consolidated statements of
operations, due to the purchase of our JV partner's interest for less than its carrying value.
During June 2016, our LR8 Investors LLC unconsolidated joint venture (LR8) made its final distributions, allocated $0.5
million of income to the Company from a reduction in warranty reserves, which was included in equity in net income of
unconsolidated joint ventures in the accompanying consolidated statements of operations, and our outside equity partner exited
the joint venture. Upon the change in control, we were required to consolidate this venture as a wholly owned subsidiary and
the Company assumed the cash, accounts receivable, accounts payable, and accrued liabilities, including the remaining
warranty reserve, of the joint venture. As part of this transaction, the Company also recognized a gain of $1.1 million, which
was included in equity in net income of unconsolidated joint ventures in the accompanying consolidated statements of
operations, due to the purchase of our JV partner's interest for less than its carrying value.
On January 15, 2016, the Company entered into an assignment and assumption of membership interest agreement (the
"Buyout Agreement") for its partner's interest in the TNHC San Juan LLC unconsolidated joint venture. Per the terms of the
Buyout Agreement, the Company contributed $20.6 million to the joint venture, and the joint venture made a liquidating cash
distribution to our partner for the same amount in exchange for its membership interest. Prior to the buyout, the Company
accounted for its investment in TNHC San Juan LLC as an equity method investment. After the buyout, TNHC San Juan LLC
is now a wholly owned subsidiary of the Company.
6.
Other Assets
Other assets consist of the following:
Capitalized selling and marketing costs(1)
Deferred tax asset, net
Property and equipment, net of accumulated depreciation and amortization
Warranty insurance receivable(2)
Prepaid expenses
December 31,
2017
2016
(Dollars in thousands)
$
$
11,232
6,317
603
1,202
4,937
24,291
$
$
10,101
8,434
857
—
1,907
21,299
(1)
(2)
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.
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.
79
7.
Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consist of the following:
Warranty accrual(1)
Accrued compensation and benefits
Accrued interest
Completion reserve
Income taxes payable
Deferred profit from unconsolidated joint ventures
Other accrued expenses
December 31,
2017
2016
(Dollars in thousands)
$
$
6,859
9,164
6,217
5,792
6,368
136
3,518
38,054
$
$
4,931
6,786
648
1,355
7,147
957
1,594
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.
Changes in our warranty accrual are detailed in the table set forth below:
2017
Year Ended December 31,
2016
(Dollars in thousands)
2015
Beginning warranty accrual for homebuilding projects
Warranty provision for homebuilding projects
Warranty assumed from joint ventures at consolidation
Warranty payments for homebuilding projects
Adjustment to warranty accrual(1)
Ending warranty accrual for homebuilding projects
Beginning warranty accrual for fee building projects
Warranty provision for fee building projects
Warranty efforts for fee building projects
Adjustment to warranty accrual for fee building projects
Ending warranty accrual for fee building projects
Total ending warranty accrual
$
$
4,608
1,825
781
(989)
409
6,634
323
—
(3)
(95)
225
6,859
$
$
3,846
1,921
469
(563)
(1,065)
4,608
335
—
(12)
—
323
4,931
$
$
1,277
2,802
—
(233)
—
3,846
301
57
(23)
—
335
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.
We maintain general liability insurance designed to protect us against a portion of our risk of loss from construction-
related warranty and construction defect claims. Our warranty accrual and related estimated insurance recoveries are based on
historical claim and expense data, and expected recoveries from insurance carriers are recorded based on actual insurance
claims and amounts determined using our warranty accrual estimates, our insurance policy coverage limits for the applicable
policy years and historical recovery rates. Because of the inherent uncertainty and variability in these assumptions, our actual
insurance recoveries could differ significantly from amounts currently estimated.
80
During 2017 and 2016, we recorded adjustments of $0.9 million and $1.1 million, respectively, to our warranty accrual
due to a lower experience rate of expected warranty expenditures. In 2017, $0.8 million is included in "Adjustment to warranty
accrual" and $63,000 is included in "Adjustment to warranty accrual for fee building projects" above. In 2016, $1.1 million is
included in "Adjustment to warranty accrual" above. These adjustments resulted in a corresponding reduction of cost of homes
sales and reduction of cost of fee building sales, respectively, in the consolidated statements of operation.
8.
Senior Notes and Unsecured Revolving Credit Facility
Notes payable consisted of the following:
7.25% Senior Notes due 2022, net
Unsecured revolving credit facility
Total Notes Payable
December 31,
2016
2017
(Dollars in thousands)
$
$
318,656
—
318,656
$
$
—
118,000
118,000
The carrying amount of our senior notes listed above is net of the unamortized discount of $2.2 million, unamortized
premium of $1.8 million, and $5.9 million of unamortized debt issuance costs that are amortized to interest costs on a straight-
line basis over the respective terms of the notes, which approximates the effective interest method.
On March 17, 2017, the Company completed the sale of $250 million in aggregate principal amount of 7.25% Senior
Notes due 2022 (the "Existing Notes"), in a private placement. The Existing Notes were issued at an offering price of 98.961%
of their face amount, which represents a yield to maturity of 7.50%. On May 4, 2017, the Company completed a tack-on
private placement offering through the sale of an additional $75 million in aggregate principal amount of the 7.25% Senior
Notes due 2022 ("Additional Notes"). The Additional Notes were issued at an offering price of 102.75% of their face amount
plus accrued interest since March 17, 2017, which represented a yield to maturity of 6.438%. Net proceeds from the Existing
Notes were used to repay all borrowings outstanding under the Company’s senior unsecured revolving credit facility with the
remainder to be used for general corporate purposes. Net proceeds from the Additional Notes are used for working capital,
land acquisition and general corporate purposes. Interest on the Existing Notes and the Additional Notes (together the "Original
Notes") will be paid semiannually in arrears on April 1 and October 1, which commenced October 1, 2017 and will mature on
April 1, 2022. In accordance with its obligations under two registration rights agreements executed in connection with the
private placements of the Original Notes, on September 8, 2017, the Company completed an exchange offer of the Original
Notes for an equal principal amount of 7.25% Senior Notes due 2022 (the "Notes") which terms are identical in all material
respects to the Original Notes except that the Notes are registered under the Securities Act of 1933, as amended (the "Securities
Act") and are freely tradeable in accordance with applicable law.
The Notes are general senior unsecured obligations that rank equally in right of payment to all existing and future senior
indebtedness, including borrowings under the Company's senior unsecured revolving credit facility. The Notes contain certain
restrictive covenants, including a limitation on additional indebtedness and a limitation on restricted payments. Restricted
payments include, among other things, dividends, investments in unconsolidated entities, and stock repurchases. Under the
limitation on additional indebtedness, we are permitted to incur specified categories of indebtedness but are prohibited, aside
from those exceptions, from incurring further indebtedness if we do not satisfy either a leverage condition or an interest
coverage condition. Exceptions to the limitation include, among other things, borrowings of up to $260 million under existing
or future bank credit facilities, non-recourse indebtedness, and indebtedness incurred for the purpose of refinancing or repaying
certain existing indebtedness. Under the limitation on restricted payments, we are also prohibited from making restricted
payments, aside from certain exceptions, if we do not satisfy either condition. In addition, the amount of restricted payments
that we can make is subject to an overall basket limitation, which builds based on, among other things, 50% of consolidated net
income from January 1, 2017 and 100% of the net cash proceeds from qualified equity offerings. Exceptions to the foregoing
limitations on our ability to make restricted payments include, among other things, investments in joint ventures and other
investments up to 15% of our consolidated tangible net assets and a general basket of $15 million. The Notes are guaranteed,
on an unsecured basis, jointly and severally, by all of the Company's 100% owned subsidiaries. See Note 17 for information
about the guarantees and supplemental financial statement information about our guarantor subsidiaries group and non-
guarantor subsidiaries group.
The Company's unsecured revolving credit facility ("Credit Facility") is with a bank group. On September 27, 2017, the
Company entered into a Modification Agreement (the "Modification") to its Credit Facility. The Modification, among other
things, (i) extends the maturity date of the revolving credit facility to September 1, 2020, (ii) decreases (A) the total
commitments under the facility to $200 million from $260 million (B) the accordion feature to $300 million from $350 million,
81
(iii) revises certain financial covenants, including the tangible net worth, minimum liquidity, and interest coverage tests, in
addition to providing relief on compliance with the interest coverage test so long as the Company maintains cash equal to not
less than the trailing twelve month consolidated interest incurred, and (iv) adds certain wholly owned subsidiaries as
guarantors. As of December 31, 2017, we had no outstanding borrowings under the credit facility. Interest is payable monthly
and is charged at a rate of 1-month LIBOR plus a margin ranging from 2.25% to 3.00% depending on the Company’s leverage
ratio as calculated at the end of each fiscal quarter. As of December 31, 2017, the interest rate under the facility was 4.56%.
Pursuant to the Credit Facility, the Company is required to maintain certain financial covenants as defined in the Credit Facility,
including (i) a minimum tangible net worth; (ii) maximum leverage ratios; (iii) a minimum liquidity covenant; and (iv) a
minimum fixed charge coverage ratio based on EBITDA (as detailed in the Credit Facility) to interest incurred. As of
December 31, 2017, the Company was in compliance with all financial covenants.
In December 2016, the Company retired a term loan with a land seller. The loan was secured by real estate, and bore
interest at 7.0% per annum. Immediately prior to payoff, the land seller reduced the principal balance of $4.0 million by $0.3
million in exchange for the immediate payoff of the note. The Company paid off the new principal balance of $3.75 million
and recognized the $0.3 million principal reduction as a gain in other expense, net, in the accompanying consolidated
statements of operations.
Notes payable have stated maturities as follows for the years ending December 31 (dollars in thousands):
2018
2019
2020
2021
2022
$
$
—
—
—
—
325,000
325,000
9.
Fair Value Disclosures
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received for selling an
asset or paid to transfer a liability in an orderly transaction between market participants at measurement date and requires assets
and liabilities carried at fair value to be classified and disclosed in the following three categories:
• Level 1 – Quoted prices for identical instruments in active markets
• Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar
instruments in markets that are inactive; and model-derived valuations in which all significant inputs and
significant value drivers are observable in active markets at measurement date
• Level 3 – Valuations derived from techniques where one or more significant inputs or significant value drivers
are unobservable in active markets at measurement date
Fair Value of Financial Instruments
The following table presents an estimated fair value of the Company's senior notes and unsecured revolving credit
facility. The estimated value of the senior notes is based on Level 2 inputs, which primarily reflect estimated prices for our
Notes obtained from outside pricing sources. The Company determined that the fair value estimate of its unsecured revolving
credit facility is classified as Level 3 within the fair value hierarchy, and the fair value of the outstanding revolving credit
facility balance at December 31, 2016 approximated the carrying value due to the short-term nature of LIBOR contracts.
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)
Unsecured revolving credit facility
$
$
318,656
$
336,375
— $
—
$
$
— $
—
118,000
$
118,000
(1) The carrying value for the Senior Notes, as presented, is net of the unamortized discount of $2.2 million, unamortized premium of $1.8 million, and $5.9
million of debt issuance costs. The unamortized discount, unamortized premium and debt issuance costs are not factored into the estimated fair value.
82
The Company determined that the fair value estimate of its unsecured revolving credit facility is classified as Level 3
within the fair value hierarchy. The Company had no outstanding balance on the revolving credit facility at December 31,
2017, and the estimated fair value of the outstanding revolving credit facility balance at December 31, 2016 approximated the
carrying value due to the short-term nature of LIBOR contracts.
The Company considers the carrying value of cash and cash equivalents, restricted cash, contracts and accounts
receivable, accounts payable, and accrued expenses and other liabilities to approximate the fair value of these financial
instruments based on the short duration between origination of the instruments and their expected realization. The fair value of
amounts due from affiliates is not determinable due to the related party nature of such amounts.
Non-Recurring Fair Value Adjustments
Nonfinancial assets and liabilities include items such as inventory and long-lived assets that are measured at cost when
acquired and adjusted for impairment to fair value, if deemed necessary. For the year ended December 31, 2017, the Company
recognized real estate-related impairment adjustments of $2.2 million related to one homebuilding community. For the year
ended December 31, 2016, the Company recognized real-estate related impairments of $3.5 million. Of this amount, $2.4
million related to two active homebuilding communities and $1.2 million related to land the Company had under development
and intended to sell. The impairment adjustments for 2017 and 2016 were made using Level 3 inputs and assumptions, and the
carrying value of the real estate inventories subject to the 2017 impairment adjustments was $5.9 million at December 31, 2017
and the carrying value of the real estate inventories subject to the 2016 impairment adjustments was $30.2 million at
December 31, 2016.
During the year ended December 31, 2015, the Company did not record any fair value adjustments to those nonfinancial
assets and liabilities remeasured at fair value on a nonrecurring basis.
10.
Commitments and Contingencies
From time-to-time, the Company is involved in various legal matters arising in the ordinary course of business. These
claims and legal proceedings are of a nature that we believe are normal and incidental to a homebuilder. We make provisions
for loss contingencies when they are probable and the amount of the loss can be reasonably estimated. Such provisions are
assessed at least quarterly and adjusted to reflect the impact of any settlement negotiations, judicial and administrative rulings,
advice of legal counsel, and other information and events pertaining to a particular case. In view of the inherent unpredictability
of litigation, we generally cannot predict their ultimate resolution, related timing or eventual loss. At this time, we do not
believe that our loss contingencies individually or in the aggregate, are material to our consolidated financial statements.
As an owner and developer of real estate, the Company is subject to various environmental laws of federal, state and
local governments. The Company is not aware of any environmental liability that could have a material adverse effect on its
financial condition or results of operations. However, changes in applicable environmental laws and regulations, the uses and
conditions of real estate in the vicinity of the Company’s real estate and other environmental conditions of which the Company
is unaware with respect to the real estate could result in future environmental liabilities.
The Company has provided credit enhancements in connection with joint venture borrowings in the form of LTV
maintenance agreements in order to secure the joint venture's performance under the loans and maintenance of certain LTV
ratios. The Company has also entered into agreements with its partners in each of the unconsolidated joint ventures whereby the
Company and its partners are apportioned liability under the LTV maintenance agreements according to their respective capital
interest. In addition, the agreements provide the Company, to the extent its partner has an unpaid liability under such credit
enhancements, the right to receive distributions from the unconsolidated joint venture that would otherwise be made to the
partner. However, there is no guarantee that such distributions will be made or will be sufficient to cover the Company's
liability under such LTV maintenance agreements. The loans underlying the LTV maintenance agreements comprise acquisition
and development loans, construction revolvers and model home loans, and the agreements remain in force until the loans are
satisfied. Due to the nature of the loans, the outstanding balance at any given time is subject to a number of factors including
the status of site improvements, the mix of horizontal and vertical development underway, the timing of phase build outs, and
the period necessary to complete the escrow process for homebuyers. As of December 31, 2017 and 2016, $38.6 million and
$56.0 million, respectively, was outstanding under loans that are credit enhanced by the Company through LTV maintenance
agreements. Under the terms of the joint venture agreements, the Company's proportionate share of LTV maintenance
agreement liabilities was $6.7 million and $8.6 million, respectively, as of December 31, 2017 and 2016. In addition, the
Company has provided completion agreements regarding specific performance for certain projects whereby the Company is
required to complete the given project with funds provided by the beneficiary of the agreement. If there are not adequate funds
available under the specific project loans, the Company would then be subject to financial liability under such completion
agreements. Typically, under such terms of the joint venture agreements, the Company has the right to apportion the respective
share of any costs funded under such completion agreements to its partners. However, there is no guarantee that we will be
able to recover against our partners for such amounts owed to us under the terms of such joint venture agreements. In
83
connection with joint venture borrowings, the Company also selectively provides (a) an environmental indemnity provided to
the lender that holds the lender harmless from and against losses arising from the discharge of hazardous materials from the
property and non-compliance with applicable environmental laws; and (b) indemnification of the lender from "bad boy acts" of
the unconsolidated entity such as fraud, misrepresentation, misapplication or non-payment of rents, profits, insurance, and
condemnation proceeds, waste and mechanic liens, and bankruptcy.
We obtain surety bonds in the normal course of business to ensure completion of certain infrastructure improvements of
our projects. As of December 31, 2017 and 2016, the Company had outstanding surety bonds totaling $52.1 million and $44.0
million, respectively. The estimated remaining costs to complete of such improvements as of December 31, 2017 and 2016
were $24.4 million and $15.7 million, respectively. The beneficiaries of the bonds are various municipalities and other
organizations. In the event that any such surety bond issued by a third party is called because the required improvements are
not completed, the Company could be obligated to reimburse the issuer of the bond.
On May 6, 2015, the Company entered into a letter of credit facility agreement that allows the Company and certain
affiliated unconsolidated joint ventures to issue up to $5.0 million in letters of credit. The agreement includes an option to
increase this amount to $7.5 million, subject to certain conditions. As of December 31, 2017, our affiliated unconsolidated joint
ventures had $1.8 million in outstanding letters of credit issued under this facility and the Company had no obligations
associated with such outstanding JV letters of credit.
During the 2017 third quarter, the Company amended a joint venture agreement pursuant to which it, among other
things, agreed to acquire approximately 400 lots in Phase 1 of the joint venture project and posted a $5.1 million nonrefundable
deposit for the acquisition of such lots. The agreement allows for the Company to enter the property in advance of the closing
date to perform certain improvements, which it expects to begin in the 2018 second quarter. If the Company does not acquire
the lots, it is obligated to reimburse the joint venture for these improvement costs. At this time, the Company estimates that the
total cost for these improvements will be $17.0 million.
We lease our corporate headquarters in Aliso Viejo, California. The lease on this facility consists of approximately
18,700 square feet and expires in November 2020. In addition, we lease divisional offices in Southern California, Northern
California and Arizona totaling approximately 18,000 square feet (of which approximately 5,800 square feet is sublet) expiring
at various times through 2021. As of December 31, 2017, the future minimum lease payments under non-cancelable operating
leases, primarily associated with our office facilities, are as follows (dollars in thousands):
2018
2019
2020
2021
2022
Thereafter
$
$
1,202
1,224
1,120
285
—
—
3,831
For the years ended December 31, 2017, 2016 and 2015, rent expense was $1.1 million, $1.1 million, and $0.9 million,
respectively, and is included in general and administrative expenses.
11.
Related Party Transactions
During the years ended December 31, 2017, 2016 and 2015, the Company incurred construction-related costs on behalf
of its unconsolidated joint ventures totaling $7.3 million, $9.4 million and $11.3 million, respectively. As of December 31,
2017 and 2016, $0.1 million and $0.2 million, respectively, are included in due from affiliates in the accompanying
consolidated balance sheets related to such costs.
The Company has entered into agreements with its unconsolidated joint ventures to provide management services related
to the underlying projects (collectively referred to as the "Management Agreements"). Pursuant to the Management
Agreements, the Company receives a management fee based on each project’s revenues. During the years ended December 31,
2017, 2016 and 2015, the Company earned $4.9 million, $8.2 million and $12.4 million, respectively, in management fees,
which have been recorded as fee building revenue in the accompanying consolidated statements of operations. As of
December 31, 2017 and 2016, $0.3 million and $0.6 million, respectively, of management fees are included in due from
affiliates in the accompanying consolidated balance sheets.
One member of the Company's board of directors beneficially owns more than 10% of the Company's outstanding
common stock through an affiliated entity and is also affiliated with an entity that has investments in two of the Company's
unconsolidated joint ventures. A separate member of the Company's board of directors is also affiliated with an entity that has
84
investments in three of the Company's unconsolidated joint ventures. As of December 31, 2017, the Company's investment in
these five unconsolidated joint ventures totaled $34.5 million. During the 2017 second quarter, one of these joint venture
agreements was amended to increase the Company's funding obligation by $4.0 million over the existing contribution cap.
During the 2017 third quarter, the Company amended another one of these joint venture agreements pursuant to which it,
among other things, agreed to acquire approximately 400 lots in Phase 1 of the project. At December 31, 2017, the Company
had a $5.1 million nonrefundable deposit outstanding related to this purchase.
TL Fab LP, an affiliate of one of the Company's non-employee directors, was engaged by the Company and some of its
unconsolidated joint ventures as a trade contractor to provide metal fabrication services. For the years ended December 31,
2017, 2016 and 2015, the Company incurred $0.6 million, $0.3 million and $0.1 million, respectively, for these services. The
Company's unconsolidated joint ventures incurred $0.9 million, $0.6 million and $0.8 million, respectively, for these services.
Of these costs, $10,700 and $33,000 was due to TL Fab LP from the Company at December 31, 2017 and 2016, respectively,
and $0 and $14,000 was due to TL Fab LP from the Company's unconsolidated joint ventures at December 31, 2017 and 2016,
respectively.
In its ordinary course of business, the Company enters into agreements to purchase lots from unconsolidated land
development joint ventures of which it is a member. For the year ended December 31, 2016, the Company purchased $6.5
million of land from unconsolidated land development joint ventures. In accordance with ASC 360-20, Property, Plant and
Equipment - Real Estate Sales ("ASC 360-20"), the Company defers its portion of the underlying gain from the joint venture's
sale of these lots. When the Company purchases lots directly from the joint venture, the deferred gain is recorded as a
reduction to the Company's land basis on the purchased lots. In certain instances, a third party may purchase lots from our
unconsolidated joint ventures with the intent to finish the lots. Then, the Company has an option to acquire these finished lots
from the third party. In these instances, the Company defers its portion of the underlying gain and records the deferred gain as
deferred profit from unconsolidated joint ventures included in accrued expenses and other liabilities in the accompanying
consolidated balance sheets. Once the lot is purchased by the Company, the pro-rata share of the previously deferred profit is
recorded as a reduction to the Company's land basis in the purchased lots. In both instances, the gain is ultimately recognized
when the Company delivers lots to third-party home buyers at the time of the home closing. At December 31, 2017 and 2016,
$0.1 million and $0.6 million, respectively, of deferred gain from lot sale transactions is included in accrued expenses and other
liabilities in the accompanying consolidated balance sheets as deferred profit from unconsolidated joint ventures. In addition, at
December 31, 2017 and 2016, $0.5 million and $0.7 million, respectively, of deferred gain from lot sale transactions remained
unrecognized and included as a reduction to land basis in the accompanying consolidated balance sheets.
The Company’s land purchase agreement with one of its unconsolidated joint ventures, TNHC-HW Cannery LLC
("TNHC-HW Cannery"), requires profit participation payments due upon the closing of each home. Payment amounts are
calculated based upon a percentage of estimated net profits and are due every 90 days after the first home closing. During the
year ended December 31, 2017, the Company was refunded $0.2 million from TNHC-HW Cannery for profit participation
overpayments from prior periods due to a modification of the underlying calculation related to profit participation, and as of
December 31, 2017, no profit participation was due to TNHC-HW Cannery. Also per the purchase agreement, the Company is
due $0.1 million in fee credits from TNHC-HW Cannery LLC at December 31, 2017 which is included in due from affiliates in
the accompanying consolidated balance sheets. As of December 31, 2016, $0.2 million of profit participation overpayments and
$0.1 million in fee credits was due to the Company from TNHC-HW Cannery LLC, which is included in due from affiliates in
the accompanying consolidated balance sheets.
On June 18, 2015, the Company entered into an agreement that effectively transitioned Joseph Davis' role within the
Company from that of Chief Investment Officer to that of a non-employee consultant to the Company effective June 26, 2015
("Transition Date"). As of the Transition Date, Mr. Davis ceased being an employee of the Company and became an
independent contractor performing consulting services. For his services, he is compensated $5,000 per month. His current
agreement terminates on July 26, 2018 with the option to extend the agreement one year, if mutually consented to by the
parties. Either party may terminate the agreement at any time for any or no reason. At December 31, 2017, no fees were due to
Mr. Davis for his consulting services. Additionally, the Company entered into a construction agreement effective September 7,
2017, with The Joseph and Terri Davis Family Trust Dated August 25, 1999 ("Davis Family Trust") of which Joseph Davis is a
trustee. The agreement is a fee building contract pursuant to which the Company will act in the capacity of a general contractor
to build a single family detached home on land owned by the Davis Family Trust. For its services, the Company will receive a
contractor's fee and the Davis Family Trust will reimburse the Company's field overhead costs. As of December 31, 2017, the
Company is due $0.5 million from the Davis Family Trust for construction draws, which is included in due from affiliates in
the accompanying consolidated balance sheets.
On February 17, 2017 (the "Transition Date"), the Company entered into a consulting agreement that transitioned Mr.
Stelmar's role from that of Chief Investment Officer to a non-employee consultant to the Company. While an employee of the
Company, Mr. Stelmar served as an employee director of the Company's Board of Directors. The agreement also provides that
effective upon Mr. Stelmar's termination of employment, he shall become a non-employee director and shall receive the
compensation and be subject to the requirements of a non-employee director pursuant to the Company's policies. For his
85
consulting services, Mr. Stelmar will be compensated $16,800 per month for a term of one year from the Transition Date with
the option to extend the agreement one year on each anniversary of the Transition Date if mutually consented to by the parties.
Either party may terminate the agreement at any time for any or no reason. Additionally, Mr. Stelmar's outstanding restricted
stock unit equity award will continue to vest in accordance with its original terms based on his continued provision of
consulting services rather than continued employment. At December 31, 2017, no fees were due to Mr. Stelmar for his
consulting services. Mr. Stelmar's consulting agreement was amended on February 13, 2018, to extend the term until August
17, 2019, and reduce monthly compensation to $6,000.
On June 29, 2015, the Company formed a new unconsolidated joint venture (TNHC Tidelands LLC) and received capital
credit in excess of our contributed land basis. As a result, the Company recognized $1.6 million in equity in net income of
unconsolidated joint ventures and deferred $0.4 million in profit from unconsolidated joint ventures related to this transaction
for the year ended December 31, 2015. During the years ended December 31, 2017 and 2016, $0.2 million and $0.1 million,
respectively, of the previously deferred revenue was recognized as equity in net income of unconsolidated joint ventures.
During the third quarter of 2017, the Company acquired the remaining outside equity interest of this joint venture (described in
more detail below). As part of this transaction, the remaining $0.1 million of deferred profit was written off. As a result, at
December 31, 2017 no deferred profit remained and at December 31, 2016, $0.3 million remained unrecognized and included
in accrued expenses and other liabilities in the accompanying consolidated balance sheets.
On October 23, 2017, the Company acquired the remaining outside equity interest of our TNHC Tidelands LLC
(Tidelands) unconsolidated joint venture. TNHC Tidelands LLC is the owner of an actively selling project in Northern
California (the "Tidelands Project"). The Company paid $13.6 million to our joint venture partner for its interest and paid off
the $4.1 million remaining balance on the joint venture's construction loan. Following the purchase, the Company was required
to consolidate this entity as it is now wholly owned subsidiary of the Company, and the Tidelands Project became a wholly
owned active selling community of the Company. The purchase consideration and the cost basis of our previous investment in
unconsolidated joint ventures related to this joint venture are included in real estate inventories as of December 31, 2017.
On January 15, 2016, the Company entered into an assignment and assumption of membership interest agreement (the
"Buyout Agreement") for its partner's interest in the TNHC San Juan LLC unconsolidated joint venture. Per the terms of the
Buyout Agreement, the Company contributed $20.6 million to the joint venture, and the joint venture made a liquidating cash
distribution to our partner for the same amount in exchange for its membership interest. Prior to the buyout, the Company
accounted for its investment in TNHC San Juan LLC as an equity method investment. After the buyout, TNHC San Juan LLC
is now a wholly owned subsidiary of the Company.
During June 2016, our LR8 Investors LLC unconsolidated joint venture (LR8) made its final distributions, allocated $0.5
million of income to the Company from a reduction in warranty reserves, which was included in equity in net income of
unconsolidated joint ventures in the accompanying consolidated statements of operations, and our outside equity partner exited
the joint venture. Upon the change in control, we were required to consolidate this venture as a wholly owned subsidiary, and
the Company assumed the cash, accounts receivable, accounts payable, and accrued liabilities, including the remaining
warranty reserve, of the joint venture. As part of this transaction, the Company also recognized a gain of $1.1 million, which
was included in equity in net income of unconsolidated joint ventures in the accompanying consolidated statement of
operations, due to the purchase of our JV partner's interest for less than its carrying value.
As of December 31, 2017 and 2016, the Company had advances outstanding of approximately $3.8 million and $4.0
million, respectively, to an unconsolidated joint venture, Encore McKinley Village. The note bears interest at 10% per annum
and matures on October 31, 2018. For the year ended December 31, 2017, the Company earned $0.5 million in interest income
on the unsecured promissory note which is included in equity in net income of unconsolidated joint ventures in the
accompanying consolidated statements of operations. As of December 31, 2017 and 2016, $34,000 and $44,000 of interest
income was due to the Company and included in due from affiliates in the accompanying consolidated balance sheets.
During the 2017 second quarter, our Larkspur Land 8 Investors LLC unconsolidated joint venture (Larkspur) allocated
$0.1 million of income to the Company from a reduction in cost to complete reserves, which was included in equity in net
income of unconsolidated joint ventures in the accompanying consolidated statements of operations, and our outside equity
partner exited the joint venture. Upon the change in control, we were required to consolidate this venture as a wholly owned
subsidiary and the Company assumed the cash, other assets, and accrued liabilities, including warranty and the remaining costs
to complete reserves, of the joint venture. As part of this transaction, the Company also recognized a gain of $0.3 million,
which was included in equity in net income of unconsolidated joint ventures in the accompanying consolidated statements of
operations, due to the purchase of our JV partner's interest for less than its carrying value.
During 2017, the Company entered into two agreements to purchase land from an affiliate of an entity that owns more
than 10% of the Company's outstanding common stock and is affiliated with one member of the Company's board of directors.
The first agreement allows the Company the option to purchase approximately 92 lots in Northern California in a phased
takedown for a total purchase price of $16.1 million. As of December 31, 2017, the Company has taken down 30 lots and has a
$0.6 million nonrefundable deposit outstanding on the remaining lots. The second agreement allows the Company the option to
86
purchase approximately 418 lots in Northern California for a total purchase price of $53.4 million. As of December 31, 2017,
the Company has made a $0.3 million refundable deposit for this project and has not taken down any lots.
In August 2017, we acquired the remaining outside equity interest of our DMB/TNHC LLC (Sterling at Silverleaf)
unconsolidated joint venture. The Company paid $2.6 million to our joint venture partner and upon the change of control was
required to consolidate this venture as it is now a wholly-owned subsidiary of the Company. The purchase consideration and
the cost basis of our previous investment in unconsolidated joint ventures related to this joint venture are included in real estate
inventories as of December 31, 2017.
Subsequent to December 31, 2017, the Company entered into an agreement with one of its unconsolidated joint ventures
for the option to purchase 41 lots in Corona, CA, in phased takedowns. The company has made a $0.1 million nonrefundable
deposit as consideration for this option, and a portion of the deposit will be applied to the purchase price across the phases. The
gross purchase price of the land is $10.0 million with profit participation due to seller as outlined in the contract. The Company
plans to takedown the first phase of lots in May 2018.
12.
Stock-Based Compensation
The Company's 2014 Long-Term Incentive Plan (the "2014 Incentive Plan"), was adopted by our board of directors in
January 2014. The 2014 Incentive Plan provides for the grant of equity-based awards, including options to purchase shares of
common stock, stock appreciation rights, restricted and unrestricted stock awards, restricted stock units and performance
awards. The 2014 Incentive Plan will automatically expire on the tenth anniversary of its effective date.
The number of shares of our common stock that are authorized to be issued under the 2014 Incentive Plan is 1,644,875
shares. To the extent that shares of the Company's common stock subject to an outstanding option, stock appreciation right,
stock award or performance award granted under the 2014 Incentive Plan or any predecessor plan are not issued or delivered by
reason of the expiration, termination, cancellation or forfeiture of such award or the settlement of such award in cash, then such
shares of common stock generally shall again be available under the 2014 Incentive Plan.
At our 2016 Annual Meeting of Shareholders on May 24, 2016, our shareholders approved the Company's 2016
Incentive Award Plan (the "2016 Incentive Plan"). The 2016 Incentive Plan provides for the grant of stock options, stock
appreciation rights, restricted stock, restricted stock units and other stock- or cash-based awards. Non-employee directors of the
Company and employees and consultants of the Company, or any of its subsidiaries, are eligible to receive awards under the
2016 Incentive Plan. The 2016 Incentive Plan authorizes the issuance of 800,000 shares of common stock, subject to certain
limitations. The 2016 Incentive Plan will expire on February 23, 2026.
The Company has issued stock option and restricted stock unit awards under the 2014 Incentive Plan and restricted stock
unit awards under the 2016 Incentive Plan. As of December 31, 2017, 46,405 shares remain available for grant under the 2014
Incentive Plan and 470,524 shares remain available for grant under the 2016 Incentive Plan. The exercise price of stock-based
awards may not be less than the market value of the Company's common stock on the date of grant. The fair value for stock
options is established at the date of grant using the Black-Scholes model for time-based vesting awards. The Company's stock
option and restricted stock unit awards typically vest over a one to three year period and the stock options expire ten years from
the date of grant.
87
A summary of the Company’s common stock option activity as of and for the years ended December 31, 2017, 2016 and
2015 is presented below:
2017
Year Ended December 31,
2016
2015
Weighted-
Average
Exercise
Price per
Share
Number
of Shares
Weighted-
Average
Exercise
Price per
Share
Number
of Shares
Weighted-
Average
Exercise
Price per
Share
Number
of Shares
Outstanding Stock Option Activity
Outstanding, beginning of period
Granted
Exercised
Forfeited
Outstanding, end of period
Exercisable, end of period
835,786
$
— $
(9,288) $
— $
$
$
826,498
826,498
11.00
—
11.00
—
11.00
11.00
840,298
$
— $
— $
(4,512) $
$
$
835,786
42,042
11.00
—
—
11.00
11.00
11.00
846,874
$
— $
(1,584) $
(4,992) $
$
$
840,298
23,133
11.00
—
11.00
11.00
11.00
11.00
A summary of the Company’s restricted stock unit activity as of and for the years ended December 31, 2017, 2016 and
2015 is presented below:
2017
Year Ended December 31,
2016
2015
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
Number
of Shares
$
474,989
$
343,933
(211,475) $
(45,365) $
$
562,082
10.66
10.84
10.76
10.79
10.72
$
308,386
$
414,045
(231,633) $
(15,809) $
$
474,989
14.20
10.05
14.22
11.62
10.66
$
112,233
$
294,355
(85,386) $
(12,816) $
$
308,386
11.36
14.46
11.48
13.44
14.20
Restricted Stock Unit Activity
Outstanding, beginning of period
Granted
Vested
Forfeited
Outstanding, end of period
The expense related to the Company's stock-based compensation programs, included in general and administrative
expense in the accompanying consolidated statements of operations, was as follows:
2017
Year Ended December 31,
2016
(Dollars in thousands)
2015
Expense related to:
Stock options
Restricted stock units
$
$
11
2,792
2,803
$
$
1,054
2,417
3,471
$
$
1,184
2,700
3,884
88
The Company granted stock options on January 30, 2014 that fully vested on January 30, 2017. Assumptions used to
calculate the weighted-average grant date fair value of the common stock options included an expected term of 4.3 years,
expected volatility of 49.0%, a risk-free interest rate of 1.2% and no expected dividends. Based on these inputs, the weighted-
average grant date fair value per share equaled $4.43.
The following table presents details of the assumptions used to calculate the re-measurement date fair value of common
stock options granted to Mr. Davis by the Company in accordance with ASC 505-50 as discussed in Note 1. Mr Davis' stock
options fully vested on January 30, 2017 and were fully expensed. The below reflects fair value assumptions at January 30,
2017.
Expected term (in years)
Expected volatility
Risk-free interest rate
Expected dividends
Re-measurement date fair value per share
Period
Ended
January 30,
2017
Year Ended December 31,
2016
2015
1.0
34.9%
0.8%
—
1.32
$
1.1
36.7%
0.9%
—
2.14
$
2.1
28.2%
1.1%
—
3.21
$
We used the "simplified method" to establish the expected term of the common stock options granted by the Company.
Our restricted stock unit awards are valued based on the closing price of our common stock on the date of grant. At
December 31, 2017, the amount of unearned stock-based compensation currently estimated to be expensed through 2020 is
$3.7 million. The weighted-average period over which the unearned stock-based compensation is expected to be recognized is
1.7 years. If there are any modifications or cancellations of the underlying unvested awards, the Company may be required to
accelerate, increase or cancel any remaining unearned stock-based compensation expense.
13.
Income Taxes
The provision for income taxes includes the following:
2017
Year Ended December 31,
2016
(Dollars in thousands)
2015
Current provision for income taxes:
Federal
State
Deferred provision (benefit) for income taxes:
Federal
State
Provision for income taxes
$
$
10,243
3,030
13,273
2,341
(224)
2,117
15,390
$
$
10,321
3,375
13,696
(506)
(166)
(672)
13,024
$
$
10,822
3,386
14,208
(1,522)
(153)
(1,675)
12,533
89
The effective tax rate differs from the federal statutory rate of 35% due to the following items:
Income before taxes of taxable entities
Provision for income taxes at federal statutory rate
(Increases) decreases in tax resulting from:
Provisional rate adjustment - tax reform
State income taxes, net of federal benefit
Manufacturing deduction
Other
Provision for income taxes
Effective tax rate
$
$
$
2017
Year Ended December 31,
2016
(Dollars in thousands)
$
$
33,950
(11,883)
$
$
32,531
(11,386)
2015
33,911
(11,869)
(3,190)
(1,860)
958
88
(15,390)
47.3%
$
—
(1,977)
1,142
(306)
(13,024)
38.4%
$
—
(1,979)
1,274
41
(12,533)
37.0%
With the enactment of the Tax Cuts and Jobs Act (the "Tax Act"), the corporate federal income tax rate dropped from
35% to a flat 21% rate effective January 1, 2018. The SEC staff issued Staff Accounting Bulletin 118 ("SAB 118"), which
provides guidance on accounting for the tax effects of the Tax Act and provides a measurement period that should not extend
beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance
with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under
ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but
it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company
cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the
basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.
As of December 31, 2017, we have completed the majority of our accounting for the tax effects of the Tax Act. As a
result of the rate change, the Company was required to revalue its net deferred tax asset at December 31, 2017 and recorded a
provisional adjustment to reduce its value by $3.2 million, which is included in the tax provision for 2017. The provisional
amount recorded is subject to revisions as we complete our analysis of the Tax Act, collect and prepare necessary data, and
interpret any additional guidance issued by the U.S. Treasury Department, Internal Revenue Service ("IRS"), FASB, and other
standard-setting and regulatory bodies. Our accounting for the tax effects of the Tax Act will be completed during the one-year
measurement period.
The Company accounts for income taxes in accordance with ASC 740, which requires an asset and liability approach
for measuring deferred taxes based on temporary differences between the financial statements and tax bases of assets and
liabilities existing at each balance sheet date using enacted tax rates for the years in which taxes are expected to be paid or
recovered.
The components of our deferred income tax asset, net are as follows:
State taxes
Reserves and accruals
Intangible assets
Share based compensation
Inventory
Investments in joint ventures
Depreciation and amortization
Deferred tax asset, net
December 31,
2017
2016
(Dollars in thousands)
$
$
633
1,893
207
1,585
627
1,411
(39)
6,317
$
$
1,229
2,407
359
2,118
1,150
1,290
(119)
8,434
Each quarter we assess our deferred tax asset to determine whether all or any portion of the asset is more likely than
not unrealizable under ASC 740. We are required to establish a valuation allowance for any portion of the asset we conclude is
more likely than not unrealizable. As of December 31, 2017, no valuation allowance was recorded. Our assessment considers,
among other things, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, the
90
duration of statutory carryforward periods, our utilization experience with operating loss and tax credit carryforwards and the
planning alternatives, to the extent these items are applicable.
The Company classifies any interest and penalties related to income taxes assessed as part of income tax expense. The
Company has concluded that there were no significant uncertain tax positions requiring recognition in its financial statements,
nor has the Company been assessed interest or penalties by any major tax jurisdictions related to any open tax periods. We are
subject to U.S. federal income tax examination for calendar tax years ending 2014 through 2017 and various state income tax
examinations for 2014 through 2017 calendar tax years.
14.
Segment Information
The Company’s operations are organized into two reportable segments: homebuilding and fee building. In determining
the most appropriate reportable segments, we considered similar economic and other characteristics, including product types,
average selling prices, gross margins, production processes, suppliers, subcontractors, regulatory environments, land
acquisition results, and underlying demand and supply in accordance with ASC Topic 280, Segment Reporting.
Our homebuilding operations acquire and develop land and construct and sell single-family attached and detached
homes. Our fee building operations build homes and manage construction related activities on behalf of third-party property
owners and our joint ventures. In addition, our Corporate operations develop and implement strategic initiatives and support
our operating segments by centralizing key administrative functions such as accounting, finance and treasury, information
technology, insurance and risk management, litigation, marketing and human resources. A portion of the expenses incurred by
Corporate are allocated to the fee building segment primarily based on its respective percentage of revenues. The assets of our
fee building segment primarily consist of cash, restricted cash and accounts receivable. The majority of our Corporate
personnel and resources are primarily dedicated to activities relating to our homebuilding segment, and, therefore, the balance
of any unallocated Corporate expenses and assets are included in our homebuilding segment.
The reportable segments follow the same accounting policies as our consolidated financial statements described in Note
1. Operational results of each reportable segment are not necessarily indicative of the results that would have been achieved
had the reportable segment been an independent, stand-alone entity during the periods presented. Financial information
relating to reportable segments was as follows:
2017
Year Ended December 31,
2016
(Dollars in thousands)
2015
Revenues:
Homebuilding
Fee building, including management fees
Total
Pretax income:
Homebuilding
Fee building, including management fees
Total
Assets:
Homebuilding
Fee building
Total
$
$
$
$
560,842
190,324
751,166
27,034
5,497
32,531
$
$
$
$
$
$
507,949
186,507
694,456
25,546
8,404
33,950
$
$
$
$
280,209
149,890
430,099
23,698
10,213
33,911
December 31,
2016
2017
(Dollars in thousands)
631,087
13,425
644,512
$
$
393,095
26,041
419,136
91
15.
Results of Quarterly Operations (Unaudited)
The following table presents our unaudited quarterly financial data. In our opinion, this information has been prepared
on a basis consistent with that of our audited consolidated financial statements and all necessary material adjustments,
consisting of normal recurring accruals and adjustments, have been included to present fairly the unaudited quarterly financial
data. Our quarterly results of operations for these periods are not necessarily indicative of future results of operations.
2017
Home sales revenue
Cost of home sales
Home sales impairments
Homebuilding gross margin
Fee building revenue
Cost of fee building
Fee building gross margin
Pretax income
Net income attributable to The New Home
Company Inc.
Basic earnings per share attributable to The New
Home Company Inc.(1)
Diluted earnings per share attributable to The
New Home Company Inc.(1)
2016
Home sales revenue
Cost of home sales
Home sales impairments
Homebuilding gross margin
Land sale impairment
Land sales gross margin
Fee building revenue
Cost of fee building
Fee building gross margin
Pretax (loss) income
Net (loss) income attributable to The New Home
Company Inc.
Basic (loss) earnings per share attributable to The
New Home Company Inc. (1)
Diluted (loss) earnings per share attributable to
The New Home Company Inc. (1)
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Second
Quarter
Third
Quarter
(Dollars in thousands, except per share amounts)
Fourth
Quarter
First
Quarter
69,406
60,065
—
9,341
55,617
53,926
1,691
1,360
846
0.04
0.04
$
$
$
$
$
$
$
$
$
96,929
82,488
1,300
13,141
47,181
45,899
1,282
2,505
1,517
0.07
0.07
42,303
36,670
—
5,633
$
— $
— $
$
42,937
40,914
2,023
$
(1,111) $
78,836
69,390
—
9,446
30,028
28,317
1,711
3,939
$
— $
— $
$
(814) $
2,509
(0.04) $
(0.04) $
0.12
0.12
$
$
$
$
$
$
$
$
$
$
$
$
$
$
114,622
95,992
—
18,630
43,309
41,808
1,501
6,974
4,318
0.21
0.21
125,142
105,799
—
19,343
52,761
50,832
1,929
9,042
5,547
0.27
0.27
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
— $
— $
$
279,885
234,668
900
44,317
44,217
43,194
1,023
21,692
10,471
0.50
0.50
$
$
$
$
$
$
$
$
$
261,668
221,700
2,350
$
37,618
1,150
$
(1,150) $
$
60,781
58,040
2,741
22,080
$
$
13,780
0.67
0.66
$
$
$
Total
560,842
473,213
2,200
85,429
190,324
184,827
5,497
32,531
17,152
0.82
0.82
507,949
433,559
2,350
72,040
1,150
(1,150)
186,507
178,103
8,404
33,950
21,022
1.02
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.
92
16. Supplemental Disclosure of Cash Flow Information
The following table presents certain supplemental cash flow information:
2017
Year Ended December 31,
2016
(Dollars in thousands)
2015
Supplemental disclosures of cash flow information
Interest paid, net of amounts capitalized
Income taxes paid
Supplemental disclosures of noncash transactions
Purchase of real estate with notes payable to affiliate
Contribution of real estate to unconsolidated joint ventures
Contribution of real estate from noncontrolling interest in subsidiary
Assets assumed from unconsolidated joint ventures
Liabilities and equity assumed from unconsolidated joint ventures
$
$
$
$
$
$
$
— $
$
14,050
— $
$
13,670
— $
— $
— $
$
$
26,613
27,608
— $
798
$
— $
$
$
46,811
47,197
—
11,261
747
18,828
1,301
—
—
17. Supplemental Guarantor Information
The Company's 7.25% Senior Notes due 2022 (the "Notes") are guaranteed, on an unsecured basis, jointly and
severally, by all of the Company's 100% owned subsidiaries (collectively, the "Guarantors"). The guarantees are full and
unconditional. The Indenture governing the Notes provides that the guarantees of a Guarantor will be automatically and
unconditionally released and discharged: (1) upon any sale, transfer, exchange or other disposition (by merger, consolidation or
otherwise) of all of the equity interests of such Guarantor after which the applicable Guarantor is no longer a "Restricted
Subsidiary" (as defined in the Indenture), which sale, transfer, exchange or other disposition is made in compliance with
applicable provisions of the Indenture; (2) upon the proper designation of such Guarantor as an "Unrestricted Subsidiary" (as
defined in the Indenture), in accordance with the Indenture; (3) upon request of the Company and certification in an officers’
certificate provided to the trustee that the applicable Guarantor has become an "Immaterial Subsidiary" (as defined in the
indenture), so long as such Guarantor would not otherwise be required to provide a guarantee pursuant to the Indenture;
provided that, if immediately after giving effect to such release the consolidated tangible assets of all Immaterial Subsidiaries
that are not Guarantors would exceed 5.0% of consolidated tangible assets, no such release shall occur, (4) if the Company
exercises its legal defeasance option or covenant defeasance option under the Indenture or if the obligations of the Company
and the Guarantors are discharged in compliance with applicable provisions of the Indenture, upon such exercise or discharge;
(5) unless a default has occurred and is continuing, upon the release or discharge of such Guarantor from its guarantee of any
indebtedness for borrowed money of the Company and the Guarantors so long as such Guarantor would not then otherwise be
required to provide a guarantee pursuant to the Indenture; or (6) upon the full satisfaction of the Company’s obligations under
the Indenture; provided that in each case if such Guarantor has incurred any indebtedness in reliance on its status as a
Guarantor in compliance with applicable provisions of the Indenture, such Guarantor’s obligations under such indebtedness, as
the case may be, so incurred are satisfied in full and discharged or are otherwise permitted to be incurred by a Restricted
Subsidiary (other than a Guarantor) in compliance with applicable provisions of the Indenture. The Company has determined
that separate, full financial statements of the Guarantors would not be material to investors and, accordingly, supplemental
financial information for the guarantors is presented.
As the guarantees were made in connection with the first and second quarter 2017 offering of notes, the Guarantors’
condensed financial information is presented as if the guarantees existed during the period presented. If any subsidiaries are
released from the guarantees in future periods, the changes are reflected prospectively.
93
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS
Assets
Cash and cash equivalents
Restricted cash
Contracts and accounts receivable
Intercompany receivables
Due from affiliates
Real estate inventories
Investment in and advances to
unconsolidated joint ventures
Investment in subsidiaries
Other assets
Total assets
Liabilities and equity
Accounts payable
Accrued expenses and other liabilities
Intercompany payables
Due to affiliates
Senior notes, net
Total liabilities
Stockholders' equity
Noncontrolling interest in subsidiary
Total equity
Total liabilities and equity
Assets
Cash and cash equivalents
Restricted cash
Contracts and accounts receivable
Intercompany receivables
Due from affiliates
Real estate inventories
Investment in and advances to
unconsolidated joint ventures
Investment in subsidiaries
Other assets
Total assets
Liabilities and equity
Accounts payable
Accrued expenses and other liabilities
Intercompany payables
Due to affiliates
Unsecured revolving credit facility
Total liabilities
Stockholders' equity
Noncontrolling interest in subsidiary
Total equity
Total liabilities and equity
December 31, 2017
NWHM Inc.
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
Consolidating
Adjustments
Consolidated
NWHM
(Dollars in thousands)
$
$
$
$
99,586
—
10
129,414
—
—
—
356,443
8,464
593,917
237
11,034
—
—
318,656
329,927
263,990
—
263,990
593,917
$
$
$
$
23,772
424
24,238
—
1,060
416,143
55,824
—
15,827
537,288
23,479
27,954
129,414
10
—
180,857
356,431
—
356,431
537,288
$
$
$
$
188
—
—
—
—
—
—
—
—
188
6
80
—
—
—
86
12
90
102
188
$
$
$
$
— $
—
(1,024)
(129,414)
—
—
—
(356,443)
—
(486,881) $
— $
(1,014)
(129,414)
(10)
—
(130,438)
(356,443)
—
(356,443)
(486,881) $
123,546
424
23,224
—
1,060
416,143
55,824
—
24,291
644,512
23,722
38,054
—
—
318,656
380,432
263,990
90
264,080
644,512
NWHM Inc.
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
Consolidating
Adjustments
Consolidated
NWHM
December 31, 2016
(Dollars in thousands)
$
$
$
$
16,385
—
30
73,972
—
—
—
268,411
9,381
368,179
167
5,489
—
—
118,000
123,656
244,523
—
244,523
368,179
$
$
$
$
13,842
585
29,774
—
1,138
286,928
50,857
—
11,918
395,042
32,900
19,763
73,972
29
—
126,664
268,378
—
268,378
395,042
$
$
$
$
$
94
269
—
—
—
—
—
—
—
—
269
27
108
—
—
—
135
33
101
134
269
$
$
$
$
— $
—
(1,971)
(73,972)
—
—
—
(268,411)
—
(344,354) $
— $
(1,942)
(73,972)
(29)
—
(75,943)
(268,411)
—
(268,411)
(344,354) $
30,496
585
27,833
—
1,138
286,928
50,857
—
21,299
419,136
33,094
23,418
—
—
118,000
174,512
244,523
101
244,624
419,136
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Year Ended December 31, 2017
NWHM Inc.
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
Consolidating
Adjustments
Consolidated
NWHM
(Dollars in thousands)
Revenues:
Home sales
Fee building
Cost of Sales:
Home sales
Home sales impairments
Fee building
Gross Margin:
Home sales
Fee building
Selling and marketing expenses
General and administrative expenses
Equity in net income of unconsolidated joint
ventures
Equity in net income of subsidiaries
Other income (expense), net
Pretax income (loss)
Provision for income taxes
Net income (loss)
Net loss attributable to noncontrolling
interest in subsidiary
Net income (loss) attributable to The New
Home Company Inc.
$
$
— $
—
—
—
—
—
—
$
560,842
190,324
751,166
473,181
2,200
184,827
660,208
—
—
—
—
(2,403)
—
21,773
107
19,477
(2,325)
17,152
—
85,461
5,497
90,958
(32,702)
(23,927)
866
—
(336)
34,859
(13,065)
21,794
—
— $
—
—
— $
—
—
32
—
—
32
(32)
—
(32)
—
—
—
—
—
(32)
—
(32)
11
—
—
—
—
—
—
—
—
—
—
(21,773)
—
(21,773)
—
(21,773)
—
560,842
190,324
751,166
473,213
2,200
184,827
660,240
85,429
5,497
90,926
(32,702)
(26,330)
866
—
(229)
32,531
(15,390)
17,141
11
17,152
$
21,794
$
(21) $
(21,773) $
17,152
95
Year Ended December 31, 2016
NWHM Inc.
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
Consolidating
Adjustments
Consolidated
NWHM
(Dollars in thousands)
$
— $
—
—
—
—
—
2,240
2,240
—
—
(2,240)
(2,240)
—
(14,719)
—
32,091
(119)
15,013
6,009
21,022
—
$
502,792
186,662
689,454
428,881
2,350
1,150
175,863
608,244
71,561
(1,150)
10,799
81,210
(26,058)
(11,163)
7,691
—
(303)
51,377
(19,033)
32,344
—
5,157
—
5,157
4,678
—
—
—
4,678
479
—
—
479
(686)
—
—
—
(142)
(349)
—
(349)
96
$
— $
(155)
(155)
—
—
—
—
—
—
—
(155)
(155)
—
—
—
(32,091)
155
(32,091)
—
(32,091)
—
507,949
186,507
694,456
433,559
2,350
1,150
178,103
615,162
72,040
(1,150)
8,404
79,294
(26,744)
(25,882)
7,691
—
(409)
33,950
(13,024)
20,926
96
Revenues:
Home sales
Fee building
Cost of Sales:
Home sales
Home sales impairments
Land sales impairment
Fee building
Gross Margin:
Home sales
Land sales
Fee building
Selling and marketing expenses
General and administrative expenses
Equity in net income of unconsolidated joint
ventures
Equity in net income of subsidiaries
Other income (expense), net
Pretax income (loss)
Benefit (provision) for income taxes
Net income (loss)
Net loss attributable to noncontrolling
interest in subsidiary
Net income (loss) attributable to The New
Home Company Inc.
$
21,022
$
32,344
$
(253) $
(32,091) $
21,022
96
Revenues:
Home sales
Fee building
Cost of Sales:
Home sales
Fee building
Gross Margin:
Home sales
Fee building
Selling and marketing expenses
General and administrative expenses
Equity in net income of unconsolidated joint
ventures
Equity in net income of subsidiaries
Other income (expense), net
Pretax income (loss)
Benefit (provision) for income taxes
Net income (loss)
Net loss attributable to noncontrolling
interest in subsidiary
Net income (loss) attributable to The New
Home Company Inc.
$
Year Ended December 31, 2015
NWHM Inc.
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
Consolidating
Adjustments
Consolidated
NWHM
(Dollars in thousands)
$
— $
—
—
—
1,735
1,735
—
(1,735)
(1,735)
—
(13,602)
—
31,423
(301)
15,785
5,903
21,688
—
269,225
150,220
419,445
225,379
137,942
363,321
43,846
12,278
56,124
(12,378)
(6,676)
13,767
—
(414)
50,423
(18,436)
31,987
—
$
$
10,984
—
10,984
— $
(330)
(330)
9,853
—
9,853
1,131
—
1,131
(1,363)
—
—
—
(642)
(874)
—
(874)
310
—
—
—
—
(330)
(330)
—
—
—
(31,423)
330
(31,423)
—
(31,423)
—
280,209
149,890
430,099
235,232
139,677
374,909
44,977
10,213
55,190
(13,741)
(20,278)
13,767
—
(1,027)
33,911
(12,533)
21,378
310
21,688
$
31,987
$
(564) $
(31,423) $
21,688
97
SUPPLEMENTAL CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Net cash used in operating activities
Investing activities:
Purchases of property and equipment
Cash assumed from joint venture at
consolidation
Contributions and advances to
unconsolidated joint ventures
Contributions to subsidiaries from corporate
Distributions of capital from subsidiaries
Distributions of capital and repayment of
advances to unconsolidated joint ventures
Interest collected on advances to
unconsolidated joint ventures
Net cash used in investing activities
Financing activities:
Borrowings from credit facility
Repayments of credit facility
Proceeds from senior notes
Repayments of other notes payable
Payment of debt issuance costs
Contributions to subsidiaries from corporate
Distributions to corporate from subsidiaries
Minimum tax withholding paid on behalf of
employees for stock awards
Proceeds from exercise of stock options
Net cash provided by financing activities
Net increase (decrease) in cash and cash
equivalents
Cash and cash equivalents – beginning of
period
Cash and cash equivalents – end of period
Year Ended December 31, 2017
NWHM Inc.
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
Consolidating
Adjustments
Consolidated
NWHM
$
(31,824) $
(41,739) $
(81) $
(17,058) $
(90,702)
(Dollars in thousands)
(71)
—
—
(275,794)
192,478
—
—
(124)
995
(27,479)
—
—
15,577
552
—
—
—
—
—
—
—
—
—
—
275,794
(192,478)
—
—
(195)
995
(27,479)
—
—
15,577
552
$
(83,387) $
(10,479) $
— $
83,316
$
(10,550)
88,000
(206,000)
324,465
—
(7,565)
—
—
(590)
102
198,412
83,201
16,385
99,586
$
$
—
—
—
(4,110)
—
275,794
(209,536)
—
—
62,148
9,930
13,842
23,772
$
$
$
$
—
—
—
—
—
—
—
—
—
— $
(81)
269
188
$
—
—
—
—
—
(275,794)
209,536
—
—
(66,258) $
88,000
(206,000)
324,465
(4,110)
(7,565)
—
—
(590)
102
194,302
—
93,050
—
— $
30,496
123,546
98
Net cash (used in) provided by operating
activities
Investing activities:
Purchases of property and equipment
Cash assumed from joint venture at
consolidation
Contributions and advances to
unconsolidated joint ventures
Contributions to subsidiaries from corporate
Distributions of capital from subsidiaries
Distributions of capital from unconsolidated
joint ventures
Net cash (used in) provided by investing
activities
Financing activities:
Borrowings from credit facility
Repayments of credit facility
Borrowings from other notes payable
Repayments of other notes payable
Payment of debt issuance costs
Cash distributions to noncontrolling interest
in subsidiary
Contributions to subsidiaries from corporate
Distributions to corporate from subsidiaries
Minimum tax withholding paid on behalf of
employees for stock awards
Excess income tax provision from stock-
based compensation
Net cash provided by (used in) financing
activities
Net decrease in cash and cash equivalents
Cash and cash equivalents – beginning of
period
Cash and cash equivalents – end of period
Year Ended December 31, 2016
NWHM Inc.
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
Consolidating
Adjustments
Consolidated
NWHM
(Dollars in thousands)
$
(7,041) $
(11,753) $
3,272
$
(26,894) $
(42,416)
(193)
—
—
(225,169)
189,392
(246)
2,009
(15,088)
—
725
—
15,307
—
—
—
—
—
—
—
—
—
225,169
(190,117)
—
(439)
2,009
(15,088)
—
—
15,307
$
(35,970) $
2,707
$
— $
35,052
$
1,789
223,050
(179,974)
—
—
(1,064)
—
—
—
(648)
(97)
—
—
—
(13,135)
—
—
225,169
(216,286)
—
—
—
—
343
(2,501)
—
(725)
—
(725)
—
—
—
—
—
—
—
—
(225,169)
217,011
—
—
$
$
41,267
$
(4,252) $
(3,608) $
(8,158) $
(1,744)
(13,298)
(336)
18,129
16,385
$
27,140
13,842
$
605
269
$
—
—
— $
223,050
(179,974)
343
(15,636)
(1,064)
(725)
—
—
(648)
(97)
25,249
(15,378)
45,874
30,496
99
Net cash (used in) provided by operating
activities
Investing activities:
Purchases of property and equipment
Contributions and advances to
unconsolidated joint ventures
Contributions to subsidiaries from corporate
Distributions of capital from subsidiaries
Distributions of capital and repayment of
advances to unconsolidated joint ventures
Net cash (used in) provided by investing
activities
Financing activities:
Net proceeds from issuance of common
stock
Borrowings from credit facility
Repayments of credit facility
Borrowings from other notes payable
Repayments of other notes payable
Cash distributions to noncontrolling interest
in subsidiary
Contributions to subsidiaries from corporate
Distributions to corporate from subsidiaries
Minimum tax withholding paid on behalf of
employees for stock awards
Excess income tax benefit from stock-based
compensation
Tax valuation adjustment from stock-based
compensation
Net cash provided by (used in) financing
activities
Net (decrease) increase in cash and cash
equivalents
Cash and cash equivalents – beginning of
period
Cash and cash equivalents – end of period
Year Ended December 31, 2015
NWHM Inc.
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
Consolidating
Adjustments
Consolidated
NWHM
(Dollars in thousands)
$
(1,902) $
(10,211) $
5,282
$
(25,472) $
(32,303)
(259)
(159)
—
(131,778)
104,695
(13,028)
—
647
—
32,026
—
—
—
—
—
—
(2,000)
131,778
(105,342)
—
(418)
(15,028)
—
—
32,026
$
(27,342) $
19,486
$
— $
24,436
$
16,580
47,253
99,450
(125,000)
—
—
—
—
—
(248)
97
17
—
—
—
—
—
—
131,778
(132,167)
—
—
—
—
—
—
3,552
(5,171)
(2,411)
—
(647)
—
—
—
—
—
—
—
—
—
(131,778)
132,814
—
—
—
47,253
99,450
(125,000)
3,552
(5,171)
(2,411)
—
—
(248)
97
17
$
$
21,569
$
(389) $
(4,677) $
1,036
$
17,539
(7,675)
8,886
25,804
18,129
$
18,254
27,140
$
605
—
605
$
—
—
— $
1,816
44,058
45,874
100
The Members
TNHC Meridian Investors LLC
Report of Independent Auditors
We have audited the accompanying financial statements of TNHC Meridian Investors LLC, which comprise the balance sheet
as of December 31, 2016, and the related statements of operations, members’ capital, and cash flows for two year period ended
December 31, 2016, and the related notes to the financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S.
generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant
to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or
error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in
accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers
internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of significant accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TNHC
Meridian Investors LLC at December 31, 2016, and the results of its operations and its cash flows for the two year period
ended December 31, 2016 in conformity with U.S. generally accepted accounting principles.
/s/ Ernst & Young LLP
Irvine, California
February 22, 2017
101
TNHC Meridian Investors LLC
(A Delaware Limited Liability Company)
Balance Sheets
Assets
Cash
Investment in unconsolidated joint venture
Total assets
Liabilities and members’ capital
Accounts payable
Commitments and contingencies (Note 3)
Members’ capital
Total liabilities and members’ capital
See accompanying notes.
December 31
2017
(Unaudited)
2016
41,549 $
800,880
842,429 $
9,255
826,072
835,327
— $
13,000
842,429
842,429 $
822,327
835,327
$
$
$
$
102
TNHC Meridian Investors LLC
(A Delaware Limited Liability Company)
Statements of Operations
Year Ended December 31
2016
2017
(Unaudited)
2015
Revenues:
Management fee revenues from affiliates (Note 2)
$
— $
79,166 $
4,071,046
Expenses:
Overhead fees to the Members (Note 2)
General and administrative expenses
—
4,706
4,706
79,166
31,922
111,088
4,071,046
58,777
4,129,823
Net operating loss
(4,706)
(31,922)
(58,777)
Equity in net income (loss) of unconsolidated joint venture
Net income (loss)
24,808
20,102 $
(459,073)
(490,995) $
16,319,542
16,260,765
$
See accompanying notes.
103
TNHC Meridian Investors LLC
(A Delaware Limited Liability Company)
Statements of Members' Capital
Years Ended December 31, 2017 (Unaudited), 2016 and 2015
The New Home
Company
Southern
California LLC
IHP
Meridian
LLC
Balance at December 31, 2014
$
7,610,495 $
Distributions
Net income
Balance at December 31, 2015
Distributions
Net loss
TNHC basis adjustment
Balance at December 31, 2016
Net income
Balance at December 31, 2017 (Unaudited)
$
See accompanying notes.
(13,326,079)
7,980,050
2,264,466
(1,480,121)
(251,863)
(242,637)
289,845
10,051
299,896 $
12,958,412 $
(18,974,661)
8,280,715
2,264,466
(1,492,852)
(239,132)
—
532,482
10,051
542,533 $
Total
20,568,907
(32,300,740)
16,260,765
4,528,932
(2,972,973)
(490,995)
(242,637)
822,327
20,102
842,429
104
TNHC Meridian Investors LLC
(A Delaware Limited Liability Company)
Statements of Cash Flows
Operating activities
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Year Ended December 31
2016
2017
(Unaudited)
2015
$
20,102 $
(490,995) $
16,260,765
Distributions of earnings from unconsolidated joint venture
Equity in net income (loss) of unconsolidated joint venture
50,000
(24,808)
2,972,973
459,073
14,500,860
(16,319,542)
(13,000)
(13,000)
— –
2,928,051
32,294
26,000
(75,198)
14,392,885
—
—
—
—
—
—
16,800,000
16,800,000
(2,972,973)
(2,972,973)
(32,300,740)
(32,300,740)
32,294
9,255
41,549 $
(44,922)
54,177
9,255 $
(1,107,855)
1,162,032
54,177
— $
— $
—
$
$
Net changes in operating assets and liabilities:
Accounts payable
Due to affiliates
Net cash provided by operating activities
Investing activities
Distributions of equity from unconsolidated joint venture
Net cash provided by investing activities
Financing activities
Members’ capital distributions
Net cash used in financing activities
Net increase (decrease) in cash
Cash at beginning of year
Cash at end of year
Supplemental disclosures of cash flow information
Interest paid, net of amounts capitalized
See accompanying notes.
105
TNHC Meridian Investors LLC
(A Delaware Limited Liability Company)
Notes to Financial Statements
December 31, 2017 (Unaudited), 2016 and 2015
1. Organization and Summary of Significant Accounting Policies
TNHC Meridian Investors LLC, a Delaware limited liability company (the "Company"), was formed with an effective date of
February 20, 2013. The Company was initially capitalized through cash and asset contributions by The New Home Company
Southern California LLC ("TNHC"). Effective August 20, 2013, TNHC Meridian Investors LLC amended and restated its limited
liability agreement and concurrently admitted IHP Meridian LLC ("IHP") as a member (TNHC and IHP, collectively, are referred
to herein as the "Members"). The Company holds an interest in one unconsolidated joint venture, TNHC Newport LLC (the
"Unconsolidated Joint Venture").
Subject to the operating agreement, distributions of net cash flow to the Members shall be in the following order of priority:
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%).
Subject to the operating agreement, income and losses are allocated to the Members generally in the same manner as distributions
of net cash flow.
Pursuant to the operating agreement, the Special Preferred Return on Unreturned Special Capital Contributions, as defined, for
both Members is 20% per annum, compounded monthly. The preferred return on Unreturned Capital Contributions for both
Members is 12% per annum, compounded monthly. During 2015, the Unreturned Capital Contributions and all associated preferred
return have been returned to the partners, as such, no additional preferred return distributions are expected as of December 31,
2017.
The following is a summary of the preferred returns for the Members as of December 31, 2017 (Unaudited):
Cumulative Special Preferred Return
Cumulative Special Preferred distributions
Cumulative Preferred Return
Cumulative Preferred distributions
Remaining undistributed preferred return
TNHC
IHP
Total
$
$
— $
—
— $
—
—
—
1,772,031
3,017,243
4,789,274
(1,772,031)
(3,017,243)
(4,789,274)
— $
— $
—
106
Basis of Presentation
The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles
("GAAP") as contained within the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC").
This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of its liabilities in the normal
course of business. Management believes the Company has sufficient cash and access to capital to fund its operations.
Use of Estimates
The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of commitments and
contingencies. Actual results could differ materially from those estimates.
Cash
The Company considers all highly-liquid investments that are readily convertible to cash, with original maturity dates of three
months or less, to be cash and cash equivalents. Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of cash deposited with financial institutions in excess of amounts insured by the
Federal Deposit Insurance Corporation. The Company has not experienced any losses related to uninsured cash balances.
Variable Interest Entities
The Company accounts for variable interest entities in accordance with ASC 810, Consolidation. Under ASC 810, a variable
interest entity ("VIE") is created when: (a) the equity investment at risk in the entity is not sufficient to permit the entity to finance
its activities without additional subordinated financial support provided by other parties, including the equity holders; (b) the
entity’s equity holders as a group either (i) lack the direct or indirect ability to make decisions about the entity, (ii) are not obligated
to absorb expected losses of the entity or (iii) do not have the right to receive expected residual returns of the entity; or (c) the
entity’s equity holders have voting rights that are not proportionate to their economic interests, and the activities of the entity
involve or are conducted on behalf of the equity holder with disproportionately few voting rights. If an entity is deemed to be a
VIE pursuant to ASC 810, the enterprise that has both (i) the power to direct the activities of a VIE that most significantly impact
the entity’s economic performance and (ii) the obligation to absorb the expected losses of the entity or right to receive benefits
from the entity that could be potentially significant to the VIE is considered the primary beneficiary and must consolidate the VIE.
As of December 31, 2017 (Unaudited), 2016, and 2015, the Company was not required to consolidate any VIEs. In accordance
with ASC 810, the Company performs ongoing reassessments of whether it is the primary beneficiary of a VIE. The Company
first analyzes the Unconsolidated Joint Venture to determine if it is a variable interest entity under the provisions of ASC 810 (as
discussed above) when determining whether the entity should be consolidated.
Investment in Unconsolidated Joint Venture
We use the equity method to account for investments in homebuilding and land development joint ventures that qualify as VIEs
where we are not the primary beneficiary and other entities that we do not control but have the ability to exercise significant
influence over the operating and financial policies of the investee. The Company also uses the equity method when we function
as the managing member or general partner and our venture partner has substantive participating rights or where we can be replaced
by our venture partner as managing member without cause.
As of December 31, 2017 (Unaudited), 2016 and 2015, the Company concluded that the Unconsolidated Joint Venture was not a
variable interest entity and it did not control the entity, therefore the Company accounted for this entity under the equity method
of accounting. Under the Unconsolidated Joint Venture operating agreement, capital contributions are determined based on the
operating budgets and needs of the Unconsolidated Joint Venture, which vary throughout the life of the Unconsolidated Joint
Venture based on the circumstances unique to the Unconsolidated Joint Venture.
As of December 31, 2017, the Company had an ownership and percentage interest in one unconsolidated joint venture of 50%.
Investment in the Unconsolidated Joint Venture is accounted for under the equity method of accounting. Under the equity method,
the Company recognizes its proportionate share of earnings and losses generated by the Unconsolidated Joint Venture upon the
delivery of lots or homes to third parties.
107
The Company reviews the real estate inventory held by the Unconsolidated Joint Venture for impairments whenever events or
changes in circumstances indicate that carrying amounts may not be recoverable. The Company also reviews its investment in
the Unconsolidated Joint Venture for evidence of other-than-temporary declines in value.
To the extent the Company deems any portion of its investment in the Unconsolidated Joint Venture as not recoverable, the Company
impairs its investment accordingly. As of December 31, 2017 and 2016, the Company determined that no portion of its investment
in the Unconsolidated Joint Venture was impaired.
The balance sheets for the Unconsolidated Joint Venture are as follows:
Cash
Total assets
Accounts payable
Accrued expenses and other liabilities
Due to affiliate
Total liabilities
The Company’s equity
Other member’s equity
Total equity
Total liabilities and equity
December 31
2017
(Unaudited)
2016
3,049,186 $
3,049,186 $
4,545,757
4,545,757
179,728 $
1,260,173
7,525
1,447,426
800,880
800,880
1,601,760
3,049,186 $
66,952
2,823,598
3,063
2,893,613
826,072
826,072
1,652,144
4,545,757
$
$
$
$
The condensed statements of operations for the Unconsolidated Joint Venture are as follows:
Revenues
Cost of sales and expenses
Income (loss) of unconsolidated joint venture
Income (loss) from unconsolidated joint venture reflected in
the accompanying statements of operations (Unaudited)
$
$
$
Income Taxes
Years Ended December 31
2016
2017
(Unaudited)
2015
— $
(49,616)
49,616 $
5,250,000 $
6,114,092
(864,092) $
175,610,776
140,742,205
34,868,571
24,808 $
(459,073) $
16,319,542
As a limited liability company, the Company is subject to certain minimal taxes and fees; however, income taxes on income
reported by the Company are the obligation of the Members.
The Company applies the provisions of ASC 740, Income Taxes. Based on its evaluation, under ASC 740, the Company has
concluded that there are no significant uncertain tax positions requiring recognition in its financial statements, nor has the Company
been assessed interest or penalties by any major tax jurisdictions. The Company’s evaluation was performed for the tax years
ended December 31, 2017, 2016 and 2015.
108
New Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts with
Customers ("ASU 2014-09"), which supersedes existing accounting literature relating to how and when a company recognizes
revenue. Under ASU 2014-09, a company will recognize revenue when it transfers promised goods or services to customers in an
amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services.
Additionally, ASU 2014-09 supersedes existing industry specific accounting literature relating to how a company expenses certain
selling and marketing costs. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic
606): Deferral of the Effective Date, which delayed the effective date of ASU 2014-09 by one year. ASU 2014-09 is effective for
our annual reporting periods beginning after December 15, 2018. We will adopt the requirements of the new standard in 2019
and will use the modified retrospective transition method. We do not believe the adoption of ASU 2014-09 will have a material
impact on the Company's financial statements and related disclosures.
In February 2015, the FASB issued Accounting Standards Update ASU No. 2015-02, Amendments to the Consolidation Analysis
("ASU 2015-02"), which changes the analysis that a reporting entity must perform to determine whether it should consolidate
certain types of legal entities. The amendments in ASU 2015-02 are effective for interim and annual periods beginning after
December 15, 2015. The adoption of ASU 2015-02 for the annual period ended December 31, 2016 resulted in no material effect
on the Company's financial statements and related disclosures.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 will require
organizations that lease assets (referred to as "lessees") to recognize on the balance sheet the assets and liabilities for the rights
and obligations created by those leases. Under ASU 2016-02, a lessee will be required to recognize assets and liabilities for leases
with lease terms of more than 12 months. Lessor accounting remains substantially similar to current GAAP. In addition, disclosures
of leasing activities are to be expanded to include qualitative along with specific quantitative information. ASU 2016-02 is effective
for annual reporting periods beginning after December 15, 2019. ASU 2016-02 mandates a modified retrospective transition
method. We will adopt ASU 2016-02 on January 1, 2020, and expect no effect on our financial statements.
In March 2016, the FASB issued ASU No. 2016-07, Investments- Equity Method and Joint Ventures: Simplifying the Transition
to the Equity Method of Accounting ("ASU 2016-07"), which eliminates the requirement to apply the equity method of accounting
retrospectively when a reporting entity obtains significant influence over a previously held investment. Our adoption of ASU
2016-07 on January 1, 2017 did not have an effect on our financial statements.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash
Payments (a consensus of the Emerging Issues Task Force ("ASU 2016-15"). ASU 2016-15 provides guidance on how certain
cash receipts and cash payments are to be presented and classified in the statement of cash flows. ASU 2016-15 is effective for
annual reporting periods beginning after December 15, 2018. We will adopt ASU 2016-15 on January 1, 2019, and expect no
effect on our financial statements.
In February 2017, the FASB issued ASU No. 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for
Partial Sales of Nonfinancial Assets ("ASU 2017-05"). ASU 2017-05 clarifies the guidance for derecognition of nonfinancial
assets and in-substance nonfinancial assets when the asset does not meet the definition of a business and is not a not-for-profit
activity. ASU 2017-05 is effective for annual reporting periods beginning after December 15, 2018. We will adopt the requirements
of the new standard in 2019 and will use the modified retrospective transition method. We do not believe the adoption of ASU
2017-05 will have a material impact on the Company's financial statements and related disclosures.
2. Due to Affiliates and Related Party Transactions
Pursuant to the operating agreement of the Unconsolidated Joint Venture, the Company receives a management fee from the
Unconsolidated Joint Venture in an amount equal to 3.0% of Unconsolidated Joint Venture revenues. During the years ended
December 31, 2017 (Unaudited), 2016, and 2015 the Company earned $0, $79,166 and $4,071,046, respectively, in management
fees which have been recorded by the Company as management fee revenues from affiliates in the accompanying statements of
operations.
Pursuant to the operating agreement, TNHC shall receive an overhead fee from the Company in an amount equal to 3.0%, less
$500,000, of the Unconsolidated Joint Venture revenues. This amount will be paid as follows:
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.
109
Pursuant to the operating agreement, IHP shall receive an overhead fee from the Company in an amount equal to $500,000, which
has been paid in full. During the years ended December 31, 2017, 2016 and 2015, TNHC earned $0, $0, and $1,335,700 respectively,
and IHP earned $0, $0, and $109,300, respectively, in monthly overhead fees, which have been recorded by the Company as
overhead fees to the Members in the accompanying statements of operations. As of December 31, 2017 and 2016, no amounts
were due to TNHC or IHP for such fees.
During the years ended December 31, 2017 (Unaudited), 2016, and 2015 TNHC earned and received $0, $79,166 and $2,449,744
respectively, and IHP earned $0, $0, and $176,302 , respectively, in overhead fees earned from homes sold, which have been
recorded by the Company as overhead fees to the Members in the accompanying statements of operations. As of December 31,
2017 and 2016, no amounts were due to TNHC and IHP for such fees.
3. Commitments and Contingencies
The Company’s commitments and contingencies include the usual obligations and litigation incurred by real estate developers in
the normal course of business. In the opinion of management, there are no material loss contingencies.
As an owner of a developer of real estate, the Company is subject to various environmental laws of federal, state and local
governments. The Company is not aware of any environmental liability that could have a material adverse effect on its financial
condition or results of operations. However, changes in applicable environmental laws and regulations, the uses and conditions
of real estate in the vicinity of the Company’s real estate and other environmental conditions of which the Company is unaware
with respect to the real estate could result in future environmental liabilities.
4. Subsequent Events
The Company has evaluated subsequent events through February 14, 2018, the date the financial statements were available for
issuance.
110
Report of Independent Auditors
The Members
TNHC Newport LLC
We have audited the accompanying financial statements TNHC Newport LLC, which comprise the balance sheets as of
December 31, 2017 and 2016, and the related statements of operations, members’ capital, and cash flows for the three year
period ended December 31, 2017, and the related notes to the financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S.
generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant
to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or
error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in
accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers
internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of significant accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TNHC
Newport LLC at December 31, 2017 and 2016, and the results of its operations and its cash flows for the three year period
ended December 31, 2017 in conformity with U.S. generally accepted accounting principles.
/s/ Ernst & Young LLP
Irvine, California
February 14, 2018
111
TNHC Newport LLC
(A Delaware Limited Liability Company)
Balance Sheets
Assets
Cash
Total assets
Liabilities and members’ capital
Accounts payable
Accrued expenses and other liabilities
Due to affiliate (Note 4)
Commitments and contingencies (Note 5)
Members’ capital
Total liabilities and members’ capital
See accompanying notes.
December 31
2017
2016
3,049,186 $
3,049,186 $
4,545,757
4,545,757
179,728 $
1,260,173
7,525
1,447,426
66,952
2,823,598
3,063
2,893,613
1,601,760
3,049,186 $
1,652,144
4,545,757
$
$
$
$
112
TNHC Newport LLC
(A Delaware Limited Liability Company)
Statements of Operations
Revenues:
Home sales
Design studio option sales
Cost of sales:
Cost of home sales
Cost of design studio option sales
Gross profit (loss)
Selling and marketing expenses
Selling and marketing expenses incurred from affiliates (Note 4)
Overhead fees to affiliates (Note 4)
Net income (loss)
See accompanying notes.
Year Ended December 31
2016
2015
2017
$
$
— $
—
—
4,803,954 $ 161,728,995
13,881,781
175,610,776
446,046
5,250,000
(49,971)
—
(49,971)
5,469,778
297,062
5,766,840
121,020,740
10,191,160
131,211,900
49,971
(516,840)
44,398,876
355
—
—
49,616 $
150,941
90,749
105,562
(864,092) $
2,859,369
1,242,532
5,428,404
34,868,571
113
TNHC Newport LLC
(A Delaware Limited Liability Company)
Statements of Members' Capital
Years Ended December 31, 2017, 2016 and 2015
Balance at December 31, 2014
Distributions
Net income
Balance at December 31, 2015
Distributions
Net loss
Balance at December 31, 2016
Distributions
Net income
Balance at December 31, 2017
See accompanying notes.
TNHC
Meridian
Investors LLC
NB
Residences,
LLC
$
$
19,239,436 $
(31,300,860)
16,319,542
4,258,118
(2,972,973)
(459,073)
826,072
(50,000)
24,808
800,880 $
40,408,229 $
(54,699,140)
18,549,029
4,258,118
(3,027,027)
(405,019)
826,072
(50,000)
24,808
800,880 $
Total
59,647,665
(86,000,000)
34,868,571
8,516,236
(6,000,000)
(864,092)
1,652,144
(100,000)
49,616
1,601,760
114
TNHC Newport LLC
(A Delaware Limited Liability Company)
Statements of Cash Flows
Operating activities
Net income (loss)
Adjustments to reconcile net income (loss) to net cash (used in)
provided by operating activities:
Net changes in operating assets and liabilities:
Real estate inventories
Other assets
Accounts payable
Accrued expenses and other liabilities
Due to affiliate
Net cash (used in) provided by operating activities
Financing activities
Restricted cash
Repayment of note payable to member
Proceeds from issuance of note payable
Repayment of note payable
Members’ capital distributions
Net cash used in financing activities
Net (decrease) increase in cash
Cash at beginning of year
Cash at end of year
Supplemental disclosures of cash flow information
Interest paid, net of amounts capitalized
See accompanying notes.
Year Ended December 31
2016
2015
2017
$
49,616 $
(864,092) $
34,868,571
—
—
112,776
(1,563,425)
4,462
(1,396,571)
—
—
—
—
(100,000)
(100,000)
3,650,099
44,139
(4,506,675)
(252,886)
(46,217)
(1,975,632)
74,758,196
1,235,895
(3,509,984)
1,861,912
(119,644)
109,094,946
500,000
—
—
—
(6,000,000)
(5,500,000)
—
(4,268,291)
35,961,943
(53,692,886)
(86,000,000)
(107,999,234)
(1,496,571)
4,545,757
3,049,186 $
(7,475,632)
12,021,389
4,545,757 $
1,095,712
10,925,677
12,021,389
— $
— $
—
$
$
115
TNHC Newport LLC
(A Delaware Limited Liability Company)
Notes to Financial Statements
December 31, 2017, 2016 and 2015
1. Organization and Summary of Significant Accounting Policies
TNHC Newport LLC, a Delaware limited liability company (the "Company"), was formed with an effective date of March 1,
2013. The Company was capitalized through cash and asset contributions by TNHC Meridian Investors LLC ("TNHC") and NB
Residences, LLC ("NB Residences") (collectively, "the Members"). On April 1, 2013, the Company purchased 4.25 acres of land
located in Newport Beach, California, for the development and sale of 79 homes in a community known as Meridian ("the Project").
Subject to the operating agreement, distributions of net cash flow to the Members shall be in the following order of priority:
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%).
Upon the formation of the Company, TNHC received a distribution of $4,618,808 from the Company in order to bring contribution
percentages of each Member in line with the operating agreement, which was 35% for TNHC and 65% for NB Residences. During
2014, the Members amended the operating agreement to allow NB Residences to make a contribution of $4,500,000 without the
requirement for TNHC to make a corresponding contribution. This contribution was designated as an increase to NB Residences
Undistributed Second Priority Capital.
Subject to the operating agreement, income and loss are allocated to the Members generally in the same manner as distributions
of net cash flow.
Pursuant to the operating agreement, the preferred return on First Priority Capital, as defined, for both Members is 20% per annum,
compounded monthly. The preferred return on Second Priority Capital, as defined, for both Members is 12% per annum,
compounded monthly. During 2015, the First Priority Capital, Second Priority Capital and all preferred returns associated were
returned to the partners, as such, no additional preferred return distributions are expected as of December 31, 2017 and 2016.
The following is a summary of the preferred returns for the Members as of December 31, 2017:
Cumulative First Priority preferred return
Cumulative First Priority preferred distributions
Cumulative Second Priority preferred return
Cumulative Second Priority preferred distributions
Remaining undistributed preferred return
Basis of Presentation
TNHC
NB Residences
Total
$
$
— $
—
— $
—
—
—
5,532,742
(5,532,742)
11,085,315
(11,085,315)
— $
— $
16,618,057
(16,618,057)
—
The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles
("GAAP") as contained within the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC").
This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of its liabilities in the normal
course of business. Management believes the Company has sufficient cash and access to capital to fund its operations.
116
Use of Estimates
The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of commitments and
contingencies. Actual results could differ materially from those estimates.
Cash
The Company considers all highly liquid investments that are readily convertible to cash, with original maturity dates of three
months or less, to be cash and cash equivalents. Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of cash deposited with financial institutions in excess of amounts insured by the
Federal Deposit Insurance Corporation. The Company has not experienced any losses related to uninsured cash balances.
Real Estate Inventories and Cost of Sales
Real estate inventories are carried at cost. Development costs, including land, land development, direct costs of construction,
indirect costs, interest, and property taxes incurred during the development period, are capitalized. Capitalization of development
costs ends when the assets are substantially complete and ready for sale.
Costs of home sales are allocated based on specific identification or relative sales value, depending on the nature of the costs.
Project-specific costs are amortized to cost of sales as homes are closed based upon a method that approximates relative sales
value. A provision for warranty costs is included in cost of homes sold at the time the sale of a home is recorded. Selling and
marketing costs are expensed in the period incurred.
Real estate inventories are stated at cost, unless the carrying amount is determined not to be recoverable, in which case the
inventories are written down to fair value in accordance with ASC 360, Property, Plant and Equipment ("ASC 360"). ASC 360
requires that real estate assets be tested for impairment whenever events or changes in circumstances indicate that their carrying
amounts may not be recoverable.
Impairment of assets is measured by comparing the carrying amount of an asset to the undiscounted future net cash flows expected
to be generated by the asset. These evaluations for impairment are significantly impacted by estimates of the amounts and timing
of revenues, costs and expenses, and other factors. If real estate assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying value of the assets exceeds the fair value of the assets. Fair value
is determined based on estimated future cash flows discounted for inherent risks associated with the real estate assets, or other
valuation techniques.
Revenue Recognition
In accordance with ASC 360, revenues from home sales and other real estate sales are recorded and a profit is recognized when
the respective units are closed. Home sales and other real estate sales are closed when all conditions of escrow are met, including
delivery of the home, title passage, appropriate consideration is received and collection of associated receivables, if any, is
reasonably assured, and other applicable criteria are met. Sales incentives are a reduction of revenues when the respective unit is
closed. When it is determined that the earnings process is not complete, the sale and related profit are deferred for recognition in
future periods.
Income Taxes
As a limited liability company, the Company is subject to certain minimal taxes and fees; however, income taxes on income
reported by the Company are the obligation of the Members.
The Company applies the provisions of ASC 740, Income Taxes ("ASC 740"). Based on its evaluation, under ASC 740, the
Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements, nor
has the Company been assessed interest or penalties by any major tax jurisdictions. The Company’s evaluation was performed
for the tax years ended December 31, 2017, 2016 and 2015.
117
New Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts with
Customers ("ASU 2014-09"), which supersedes existing accounting literature relating to how and when a company recognizes
revenue. Under ASU 2014-09, a company will recognize revenue when it transfers promised goods or services to customers in
an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services.
Additionally, ASU 2014-09 supersedes existing industry specific accounting literature relating to how a company expenses
certain selling and marketing costs. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with
Customers (Topic 606): Deferral of the Effective Date, which delayed the effective date of ASU 2014-09 by one year. ASU
2014-09 is effective for our annual reporting periods beginning after December 15, 2018. We will adopt the requirements of
the new standard in 2019 and will use the modified retrospective transition method. We do not believe the adoption of ASU
2014-09 will have a material impact on the Company's financial statements and related disclosures.
In February 2015, the FASB issued Accounting Standards Update ASU No. 2015-02, Amendments to the Consolidation Analysis
("ASU 2015-02"), which changes the analysis that a reporting entity must perform to determine whether it should consolidate
certain types of legal entities. The amendments in ASU 2015-02 are effective for interim and annual periods beginning after
December 15, 2015. Early adoption is permitted. The adoption of ASU 2015-02 for the annual period ended December 31, 2016
resulted in no material effect on the Company's financial statements and related disclosures.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 will require
organizations that lease assets (referred to as "lessees") to recognize on the balance sheet the assets and liabilities for the rights
and obligations created by those leases. Under ASU 2016-02, a lessee will be required to recognize assets and liabilities for
leases with lease terms of more than 12 months. Lessor accounting remains substantially similar to current GAAP. In addition,
disclosures of leasing activities are to be expanded to include qualitative along with specific quantitative information. ASU
2016-02 is effective for annual reporting periods beginning after December 15, 2019. ASU 2016-02 mandates a modified
retrospective transition method. The Company's lease contracts primarily consist of rental agreements for office equipment
where we are the lessee. The Company has begun the process of evaluating these lease contracts and believes all would be
considered operating leases. Upon adoption, we may be required to add a right-of-use asset and a lease liability to our balance
sheet. The Company will recognize lease expense on a straight-line basis.
In March 2016, the FASB issued ASU No. 2016-07, Investments- Equity Method and Joint Ventures: Simplifying the Transition
to the Equity Method of Accounting ("ASU 2016-07"), which eliminates the requirement to apply the equity method of accounting
retrospectively when a reporting entity obtains significant influence over a previously held investment. Our adoption of ASU
2016-07 on January 1, 2017 did not have an effect on our financial statements.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash
Payments (a consensus of the Emerging Issues Task Force ("ASU 2016-15"). ASU 2016-15 provides guidance on how certain
cash receipts and cash payments are to be presented and classified in the statement of cash flows. ASU 2016-15 is effective for
annual reporting periods beginning after December 15, 2018. We will adopt ASU 2016-15 on January 1, 2019, and expect no
effect on our financial statements.
In February 2017, the FASB issued ASU No. 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting
for Partial Sales of Nonfinancial Assets ("ASU 2017-05"). ASU 2017-05 clarifies the guidance for derecognition of
nonfinancial assets and in-substance nonfinancial assets when the asset does not meet the definition of a business and is not a
not-for-profit activity. ASU 2017-05 is effective for annual reporting periods beginning after December 15, 2018. We will adopt
the requirements of the new standard in 2019 and will use the modified retrospective transition method. We do not believe the
adoption of ASU 2017-05 will have a material impact on the Company's financial statements and related disclosures.
118
2. Real Estate Inventories
As of December 31, 2017 and 2016, the Company had $0 carrying amounts of its real estate inventories.
The Company incurred, capitalized and amortized interest costs as follows:
Year Ended December 31
2016
2015
2017
Interest included in beginning real estate inventories
Interest incurred and capitalized
Interest amortized to cost of sales
Interest included in ending real estate inventories
$
$
— $
—
—
— $
49,241 $
—
(49,241)
— $
576,695
1,037,939
(1,565,393)
49,241
3. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consisted of the following:
Completion reserve
Accrued expenses
Warranty reserve
December 31
2017
2016
$
$
146,351 $
25,000
1,088,822
1,260,173 $
685,992
17,500
2,120,106
2,823,598
The completion reserve includes project costs for homes that have closed but for which invoices from vendors have not yet
been received. The Company periodically assesses the adequacy of its completion reserve and adjusts the amounts as
necessary.
The Company offers warranties on its homes that generally cover various defects in workmanship, materials, or to cover structural
construction defects. Estimated future direct warranty costs are accrued and charged to cost of sales in the period when the related
homebuilding revenues are recognized. The Company assesses the adequacy of its warranty accrual on a quarterly basis and
adjusts the amounts recorded if necessary. The Company's warranty accrual is included in accrued expenses and other liabilities
in the accompanying balance sheets.
Changes in the Company’s warranty liability are as follows:
Year Ended December 31
2017
2016
2015
Beginning warranty liability
Warranty provision
Warranty payments
Ending warranty liability
$
$
2,120,106 $
—
(1,031,284)
1,088,822 $
2,263,446 $
52,500
(195,840)
2,120,106 $
601,002
1,756,030
(93,586)
2,263,446
119
4. Due to Affiliates and Related Party Transactions
Amounts due to affiliates consisted of the following:
December 31
2017
2016
Accrued compensation and benefits
$
7,525 $
3,063
During the years ended December 31, 2016 and 2015, TNHC incurred construction-related costs on the Company’s behalf totaling
$354,183 and $2,120,294, respectively. The Company capitalized $263,434 and $877,762 of these amounts to real estate inventories
for the years ended December 31, 2016 and 2015 and charged the remaining $90,749 and $1,242,532, respectively, to selling and
marketing expenses incurred from affiliates in the accompanying statements of operations. During the year ended December 31,
2017, TNHC incurred payroll-related costs on the company's behalf, which were expensed to selling and marketing expenses
incurred from affiliates in the accompanying statements of operations. As of December 31, 2017 and 2016, $7,525 and $3,063,
respectively, was due to TNHC related to accrued compensation and is reflected in the accompanying balance sheets as due to
affiliates.
Pursuant to the operating agreement, TNHC and NB Residences shall receive an overhead fee from the Company in an amount
equal to 3.0% and 1.0%, respectively, of the Project revenues. This amount will be paid as follows:
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.
2) 1.5% of the gross sales revenue from each home sold to TNHC and 0.5% of the gross sales revenue from each home sold
to NB Residences, payable upon the first day of the month following close of escrow.
During the years ended December 31, 2017, 2016 and 2015, TNHC earned $0, $0, and $1,445,000, respectively, and NB Residences
earned $0, $0, and $482,000, respectively, in monthly overhead fees, which have been recorded by the Company as overhead fees
to affiliates in the accompanying statements of operations. During the years ended December 31, 2017, 2016, and 2015, TNHC
earned $0, $79,166, and $2,626,046, respectively, and NB Residences earned $0, $26,396, and $875,358, respectively, in overhead
fees earned from homes sold, which have also been recorded by the Company as overhead fees to affiliates in the accompanying
statements of operations. As of December 31, 2017 and 2016, no amounts were outstanding for such fees.
5. Commitments and Contingencies
The Company’s commitments and contingencies include the usual obligations and litigation incurred by real estate developers in
the normal course of business. The Company establishes liabilities for legal claims and regulatory matters when such matters are
both probable of occurring and a potential loss is reasonably estimable. We accrue for such matters based on the facts and
circumstances specific to each matter and revise these estimates as the matters evolve. In such cases, there may exist an exposure
to loss in excess of any amounts currently accrued. In view of inherent difficulty of predicting the outcome of these legal and
regulatory matters, we generally cannot predict the ultimate resolution of the pending matters, the related timing, or the eventual
loss. We may have the ability to recover a portion of our costs under various insurance policies covering the project. Estimates of
such amounts are recorded when recovery is considered probable.
In November 2016, Meridian at Newport Beach Association (the "HOA") filed a written notice against the Company. The claim
alleged comprehensive construction defects, including acoustical issues, water damage, cracked pavers and fire stopping issues.
The Company has begun performing warranty repairs in response to the claim. Repairs and mediation are on-going. In January
2018, the HOA alleged further issues involving gaskets in residential water heaters installed by the Company. Due to the recent
nature of the additional allegation, at this time it is unclear what the method and cost of repair will be and the parties are investigating
further. At this time, the Company believes that there is a reasonable possibility that a loss may occur, but an estimate of such
possible loss or range of loss cannot be made. We have an insurance policy with limits that we believe covers any possible loss;
however, due to the complex nature of coverage and insurance companies' coverage position on construction defect issues, we do
not know and cannot estimate what portion of any loss would be covered by insurance.
120
The Company obtains performance bonds in the normal course of business to ensure completion of the infrastructure of the
Project. At December 31, 2017 and 2016, the Company had $0 in performance bonds outstanding with various cities,
governmental entities, and others.
As an owner and developer of real estate, the Company is subject to various environmental laws of federal, state and local
governments. The Company is not aware of any environmental liability that could have a material adverse effect on its financial
condition or results of operations. However, changes in applicable environmental laws and regulations, the uses and conditions
of real estate in the vicinity of the Company’s real estate and other environmental conditions of which the Company is unaware
with respect to the real estate could result in future environmental liabilities.
6. Subsequent Events
The Company has evaluated subsequent events through February 14, 2018, the date the financial statements were available for
issuance.
121
Exhibit
Number
Exhibit Description
3.1
Amended and Restated Certificate of Incorporation of The New Home Company Inc. (incorporated by
reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K for the year ended December 31,
2013)
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†
State of Delaware Certificate of Change of Registered Agent and/or Registered Office (incorporated by
reference to Exhibit 3.1 of the Company's Current Report on From 8-K filed on August 1, 2016)
Amended and Restated Bylaws of The New Home Company Inc. (incorporated by reference to Exhibit 3.2
of the Company’s Current Report on Form 8-K filed on August 1, 2016)
Specimen Common Stock Certificate of The New Home Company Inc. (incorporated by reference to
Exhibit 4.1 of the Company’s Registration Statement on Form S-1 (Amendment No. 10, filed on January
24, 2014))
Investor Rights Agreement among The New Home Company Inc., TNHC Partners LLC, IHP Capital
Partners VI, LLC, WATT/TNHC LLC, TCN/TNHC LP and collectively H. Lawrence Webb, Wayne J.
Stelmar, Joseph D. Davis and Thomas Redwitz (incorporated by reference to Exhibit 4.2 of the Company's
Annual Report on Form 10-K for the year ended December 31, 2013)
Indenture, dated as of March 17, 2017, among the Company, the Guarantors and U.S. Bank National
Association, as trustee, including form of 7.25% Senior Notes due 2022 (incorporated by reference to
Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 20, 2017)
Form of 7.250% Senior Notes due 2022 (incorporated by reference to Exhibit 4.2 to the Company’s Current
Report on Form 8-K filed on March 20, 2017)
First Supplemental Indenture dated as of April 28, 2017 between the Company and U.S. Bank National
Association (incorporated by reference to Exhibit 4.4 to the Company's Form 10-Q for the quarter ended
June 30, 2017)
Officers' Certificate, dated May 4, 2017, delivered pursuant to the Indenture, and setting forth the terms of
the Additional Notes 7.25% Senior Notes due 2022 (incorporated by reference to Exhibit 4.3 to the
Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5,
2017)
Second Supplemental Indenture dated as of July 28, 2017 between the Company, the guaranteeing
subsidiaries, as defined herein, and U.S. Bank National Association (incorporated by reference to Exhibit
4.3 to the Company's Form 10-Q for the quarter ended September 30, 2017)
Third Supplemental Indenture dated as of September 18, 2017 between the Company, DMB/TNHC LLC
and U.S. Bank National Association (incorporated by reference to Exhibit 4.4 to the Company's Form 10-Q
for the quarter ended September 30, 2017)
Fourth Supplemental Indenture, dated as of October 27, 2017 between the Company, TNHC Tidelands
LLC, TNHC Arizona Marketing LLC and U.S. Bank National Association
Registration Rights Agreement among The New Home Company Inc., TNHC Partners LLC, IHP Capital
Partners VI, LLC, WATT/TNHC LLC, and TCN/TNHC LP (incorporated by reference to Exhibit 10.2 of
the Company's Annual Report on Form 10-K for the year ended December 31, 2013)
The New Home Company Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3
of the Company's Annual Report on Form 10-K for the year ended December 31, 2013)
122
10.3†
10.4†
10.5†
The New Home Company Inc. Executive Incentive Compensation Plan (incorporated by reference to
Exhibit 10.4 of the Company's Annual Report on Form 10-K for the year ended December 31, 2013)
Employment Agreement between The New Home Company Inc. and H. Lawrence Webb (incorporated by
reference to Exhibit 10.5 of the Company's Annual Report on Form 10-K for the year ended December 31,
2013)
Employment Agreement between The New Home Company Inc. and Wayne Stelmar (incorporated by
reference to Exhibit 10.6 of the Company's Annual Report on Form 10-K for the year ended December 31,
2013)
10.5(a)†
Amendment to Employment Agreement, dated May 29, 2015, by and between The New Home Company
Inc. and Wayne Stelmar (incorporated by reference to Exhibit 10.5 of the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2015)
10.6†
10.7†
10.8†
10.9†
10.9(a)†
10.9(b)†
10.10†
10.11
10.12+
10.13†
Employment Agreement between The New Home Company Inc. and Thomas Redwitz (incorporated by
reference to Exhibit 10.8 of the Company's Annual Report on Form 10-K for the year ended December 31,
2013)
Employment Agreement, dated May 29, 2015, between The New Home Company Inc. and John Stephens
(incorporated by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2015)
Form of Indemnification Agreement between The New Home Company Inc. and each of its directors and
officers (incorporated by reference to Exhibit 10.9 of the Company's Annual Report on Form 10-K for the
year ended December 31, 2013)
The New Home Company Inc. 2014 Long-Term Incentive Plan form of Option Award and Stock Option
Agreement (incorporated by reference to Exhibit 10.10 of the Company's Annual Report on Form 10-K for
the year ended December 31, 2013)
The New Home Company Inc. 2014 Long-Term Incentive Plan form of Restricted Stock Unit Award
Agreement (incorporated by reference to Exhibit 10.11 of the Company's Annual Report on Form 10-K for
the year ended December 31, 2013)
The New Home Company Inc. 2014 Long-Term Incentive Plan form of Restricted Stock Unit Award
Agreement for Nonemployee Directors (incorporated by reference to Exhibit 10.11(a) of the Company's
Annual Report on Form 10-K for the year ended December 31, 2015)
The New Home Company Inc. Non-Employee Director Compensation Program (incorporated by reference
to Exhibit 10.12 of the Company's Annual Report on Form 10-K for the year ended December 31, 2015)
Amended and Restated Credit Agreement, dated May 10, 2016, among The New Home Company Inc., U.S.
Bank National Association d/b/a Housing Capital Company, as Administrative Agent, and the other lenders
party thereto (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed
May 11, 2016)
Agreement of Limited Partnership of Arantine Hills Holdings LP (incorporated by reference to Exhibit 10.1
of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014)
The New Home Company Inc. 2016 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed on May 24, 2016)
123
10.14†
10.15†
10.16†
10.17†
10.18†
10.19†
10.20†
10.21
10.22+
10.23+
10.24
The New Home Company Inc. 2016 Incentive Award Plan form of Restricted Stock Unit Award Agreement
(incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended June 30,
2016)
Amendment to Employment Agreement, dated February 16, 2017, by and between The New Home
Company Inc. and H. Lawrence Webb (incorporated by reference to Exhibit 10.2 to the Company's Form
10-Q for the quarter ended March 31, 2017)
Amendment to Employment Agreement, dated February 16, 2017, by and between The New Home
Company Inc. and John Stephens (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q
for the quarter ended March 31, 2017)
Amendment to Employment Agreement, dated February 16, 2017, by and between The New Home
Company Inc. and Thomas Redwitz (incorporated by reference to Exhibit 10.4 to the Company's Form 10-
Q for the quarter ended March 31, 2017)
Employment Agreement, dated February 16, 2017, by and between The New Home Company Inc. and
Leonard Miller (incorporated by reference to Exhibit 10.5 to the Company's Form 10-Q for the quarter
ended March 31, 2017)
Consulting Agreement, dated February 16, 2017, by and between The New Home Company Inc. and Wayne
Stelmar (incorporated by reference to Exhibit 10.6 to the Company's Form 10-Q for the quarter ended
March 31, 2017)
Second Amendment to Employment Agreement, dated March 23, 2017, by and between The New Home
Company Inc. and Thomas Redwitz (incorporated by reference to Exhibit 10.7 to the Company's Form 10-
Q for the quarter ended March 31, 2017)
Letter agreement re: Arantine Hills Holdings LP - funding Excess Shortfall among TNHC-Arantine GP
LLC, TNHC Land Company LLC and Arantine Hills Equity LP dated as of June 28, 2017 (incorporated by
reference to Exhibit 10.2 to the Company's Form 10-Q for the quarter ended June 30, 2017)
Limited Liability Company Agreement of TNHC Russell Ranch LLC, dated as of May 22, 2013, between
TNHC Land Company LLC and IHP Capital Partners VI, LLC (incorporated by reference to Exhibit 10.1 to
the Company's Form 10-Q for the quarter ended September 30, 2017)
First Amendment to Limited Liability Company Agreement of TNHC Russell Ranch LLC, dated as of
August 4, 2017, between TNHC Land Company LLC and IHP Capital Partners VI, LLC (incorporated by
reference to Exhibit 10.2 to the Company's Form 10-Q for the quarter ended September 30, 2017)
Modification Agreement, dated as of September 27, 2017, among The New Home Company Inc., U.S.
Bank National Association, d/b/a Housing Capital Company, and the lenders party thereto (incorporated by
reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 2, 2017)
10.25*†
Amendment to Consulting Agreement, dated February 13, 2017, by and between The New Home Company
Inc. and Wayne Stelmar
21.1*
List of subsidiaries of The New Home Company Inc.
23.1*
Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP
23.2*
Consent of Independent Auditors, Ernst & Young LLP
31.1*
Chief Executive Officer Section 302 Certification of Periodic Report dated February 14, 2018
124
31.2*
Chief Financial Officer Section 302 Certification of Periodic Report dated February 14, 2018
32.1**
Chief Executive Officer Section 906 Certification of Periodic Report dated February 14, 2018
32.2**
Chief Financial Officer Section 906 Certification of Periodic Report dated February 14, 2018
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.
125
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
The New Home Company Inc.
By:
/s/ H. Lawrence Webb
H. Lawrence Webb
Chief Executive Officer and Chairman
Date: February 14, 2018
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature
Title
Date
/s/ H. Lawrence Webb
H. Lawrence Webb
/s/ John M. Stephens
John M. Stephens
/s/ Sam Bakhshandehpour
Sam Bakhshandehpour
/s/ Michael Berchtold
Michael Berchtold
/s/ David Berman
David Berman
/s/ Paul Heeschen
Paul Heeschen
/s/ Gregory P. Lindstrom
Gregory P. Lindstrom
/s/ Cathey S. Lowe
Cathey S. Lowe
/s/ Douglas C. Neff
Douglas C. Neff
/s/ Wayne Stelmar
Wayne Stelmar
/s/ Nadine Watt
Nadine Watt
/s/ William A. Witte
William A. Witte
Chief Executive Officer and Chairman of the
February 14, 2018
Board (Principal Executive Officer)
Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
February 14, 2018
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
126
February 14, 2018
February 14, 2018
February 14, 2018
February 14, 2018
February 14, 2018
February 14, 2018
February 14, 2018
February 14, 2018
February 14, 2018
February 14, 2018
FOURTH SUPPLEMENTAL INDENTURE
Exhibit 4.9
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated
as of October 27, 2017, among TNHC Tidelands LLC, a Delaware limited liability company,
TNHC Arizona Marketing LLC, a Delaware limited liability company (together, the
“Guaranteeing Subsidiaries”), each a subsidiary of The New Home Company Inc., (or its
permitted successor), a Delaware corporation (the “Company”), the Company, the other
Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National
Association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an
indenture dated as of March 17, 2017 (as amended by the First Supplemental Indenture, the
Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”),
providing for the issuance of the Company’s 7.250% Senior Notes due 2022 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the
Company’s Obligations under the Notes and the Indenture on the terms and conditions set
forth herein (the “Security Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing
Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of
the Holders of the Notes as follows:
1.
CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
2.
AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby
agrees to provide an unconditional Guarantee on the terms and subject to the conditions set
forth in the Security Guarantee and in the Indenture including but not limited to Article 10
thereof.
4.
NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator or stockholder of the Company or any Guarantor, as such, will have any
liability for any obligations of the Company or the Guarantors under the Notes, this
Indenture, the Security Guarantees or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Holder of Notes by accepting a Note waives and
releases all such liability. The waiver and release are part of the consideration for issuance
of the Notes. The waiver may not be effective to waive liabilities under the federal
securities laws.
5.
NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE
OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
6.
COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.
7.
EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.
8.
THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or
for or in respect of the recitals contained herein, all of which recitals are made solely by the
Guaranteeing Subsidiary and the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above written.
TNHC TIDELANDS LLC,
a Delaware limited liability company
By: THE NEW HOME COMPANY NORTHERN
CALIFORNIA LLC
a Delaware limited liability company
as Member
By: THE NEW HOME COMPANY INC.
a Delaware corporation
as Sole Member and Manager
/s/ John M. Stephens
Name: John M. Stephens
Its:
Chief Financial Officer
TNHC ARIZONA MARKETING LLC
a Delaware limited liability company
By: THE NEW HOME COMPANY INC.
a Delaware corporation
as Sole Member and Manager
/s/ John M. Stephens
Name: John M. Stephens
Its:
Chief Financial Officer
[Signatures continue on the following page]
(Signature page to Fourth Supplemental Indenture – NWHM)
THE NEW HOME COMPANY INC.
By: /s/ John M. Stephens
Name: John M. Stephens
Its:
Chief Financial Officer
[Signatures continue on the following page]
(Signature page to Fourth Supplemental Indenture – NWHM)
GUARANTORS
TNHC REALTY AND CONSTRUCTION INC.
a Delaware corporation
THE NEW HOME COMPANY SOUTHERN
CALIFORNIA LLC
a Delaware limited liability company
THE NEW HOME COMPANY NORTHERN
CALIFORNIA LLC
a Delaware limited liability company
TNHC LAND COMPANY LLC
a Delaware limited liability company
TNHC ARIZONA LLC
a Delaware limited liability company
TNHC-SANTA CLARITA GP, LLC
a Delaware limited liability company
TNHC SAN JUAN LLC
a Delaware limited liability company
LR8 INVESTORS, LLC
a Delaware limited liability company
LR8 OWNER, LLC
a Delaware limited liability company
TNHC-CALABASAS GP LLC
a Delaware limited liability company
TNHC GROVE INVESTMENT LLC
a Delaware limited liability company
TNHC CANYON OAKS LLC
a Delaware limited liability company
TNHC-ARANTINE GP LLC
a Delaware limited liability company
By: /s/ John M. Stephens
Name: John M. Stephens
Its:
Chief Financial Officer
[Signatures continue on the following page]
(Signature page to Fourth Supplemental Indenture – NWHM)
GUARANTORS cont.
LARKSPUR LAND 8 OWNER, LLC
a Delaware limited liability company
LARKSPUR LAND 8 INVESTORS, LLC
a Delaware limited liability company
DMB/TNHC LLC
a Delaware limited liability company
By: /s/ John M. Stephens
Name: John M. Stephens
Its:
Chief Financial Officer
[Signatures continue on the following page]
(Signature page to Fourth Supplemental Indenture – NWHM)
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
By: /s/ Donald T. Hurrelbrink
Name: Donald T. Hurrelbrink
Title: Vice President
(Signature page to Fourth Supplemental Indenture – NWHM)
AMENDMENT TO CONSULTING AGREEMENT
Exhibit 10.25
THIS AMENDMENT TO CONSULTING AGREEMENT (this “Amendment”), is entered into as
of February 13, 2018, by and between The New Home Company Inc., a Delaware corporation (the
“Company”) and Wayne Stelmar (“Consultant”). Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to such terms in the Consulting Agreement (as defined below).
WHEREAS, the Company and Consultant have entered into that certain Consulting Agreement,
dated as of February 16, 2017 (the “Consulting Agreement”) which sets forth the terms and conditions of
the retention by the Company of Consultant as a consultant of the Company; and
WHEREAS, the Company and Consultant desire to amend the Consulting Agreement to provide
for a reduction in consulting hours and services provided by Consultant and an associated decrease in
compensation for such services, as well as certain other provisions as set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises set forth herein and for other good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company and
Consultant hereby agree as follows, effective as of the date hereof:
1. Section 2 of the Consulting Agreement is hereby amended and restated in its entirety and
replaced with the following:
Term. The original term of this Agreement was for a period commencing as of February
17, 2017 and ending on February 17, 2018 (the “Initial Termination Date”). The term of this
Agreement is hereby extended by the parties hereto as of the date hereof until August 17, 2019
(the “New Termination Date”), and shall include any extensions from the New Termination Date
pursuant to the following sentences of this Section 2 (the original term of this Agreement and any
extensions in accordance with this Section 2, collectively, the “Consulting Period”). If not
previously terminated, the Consulting Period may be extended for one additional year on the New
Termination Date and on each subsequent anniversary of the New Termination Date, in each case,
if mutually consented to by the parties. Notwithstanding the foregoing, either party hereto may
terminate the Consulting Period and Consultant’s services hereunder at any time, for any reason
or no reason.
2. Section 3(a) of the Consulting Agreement is hereby amended by amending and restating in its
entirety the Exhibit A attached to the Consulting Agreement and replacing it with the Exhibit A attached
hereto.
3. Section 3(b) of the Consulting Agreement is hereby amended to delete “60” and replace such
term with “20”.
4. The first sentence of Section 4(a) of the Consulting Agreement is hereby amended to delete
“$16,800” and replace such term with “$6,000”. The first sentence of Section 4(b) is hereby amended to
delete the following language: “the Initial Termination Date and (iii)” and replace it with “and”.
5. Effective as of the date hereof, this Amendment shall be and is hereby incorporated in and
forms a part of the Consulting Agreement.
6. Except as amended and set forth herein, the Consulting Agreement shall continue in full force
and effect.
[Signature Page to Amendment to Stelmar Consulting Agreement]
IN WITNESS WHEREOF, this Amendment has been executed and delivered by the parties
hereto.
THE NEW HOME COMPANY INC.,
a Delaware corporation
/s/ H. Lawrence Webb
By:
Name: H. Lawrence Webb
Title: Chief Executive Officer
“CONSULTANT”
/s/ Wayne Stelmar
Wayne Stelmar
[Signature Page to Amendment to Stelmar Consulting Agreement]
EXHIBIT A
CONSULTING SERVICES
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.
THE NEW HOME COMPANY INC.
SUBSIDIARIES
Exhibit 21.1
Subsidiary
TNHC Realty and Construction Inc.(3)
The New Home Company Southern California LLC
TNHC-Santa Clarita GP, LLC
TNHC-TCN Santa Clarita, LP*
TNHC Meridian Investors LLC* (1)
TNHC Newport LLC* (1)
TNHC-Calabasas GP LLC
Calabasas Village LP*
TNHC San Juan LLC
LR8 Investors, LLC (2)
LR8 Owner, LLC
The New Home Company Northern California LLC
Larkspur Land 8 Investors LLC (4)
Larkspur Land 8 Owner LLC
TNHC-HW San Jose LLC*
McKinley Village LLC*
Encore McKinley Village LLC*
TNHC Grove Investment LLC
The Grove at Granite Bay, LLC*
TNHC Tidelands LLC (6)
TNHC Land Company LLC
TNHC Canyon Oaks LLC
TNHC Russell Ranch LLC*
TNHC-HW Foster City LLC*
TNHC-HW Cannery LLC*
TNHC-Arantine GP LLC
Arantine Hills Holdings LP*
TNHC Arizona LLC
TNHC Mountain Shadows LLC*
DMB/TNHC LLC (5)
TNHC Arizona Marketing LLC
TNHC Holdings LLC
TNHC Holdings 1 LLC
State of Incorporation or Formation
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
* Entities marked with * are our joint ventures at December 31, 2017. Some such entities are lower tier investees in which we only hold an indirect interest
through our ownership interest in the higher tier joint venture entity.
(1) These unconsolidated investees represented significant interests under Regulation S-X Rule 3-09 for the year ended December 31, 2015. There were no
unconsolidated investees that represented significant interests under Regulation S-X Rule 3-09 for the years ended December 31, 2017 and December 31, 2016.
(2) During June 2016, the Company's outside equity partner exited this joint venture and upon the change in control, we were required to consolidate this
venture as a wholly owned subsidiary.
(3) TNHC Realty and Construction Inc. has the following fictitious business names (d/b/a): The New Home Company, NWHM, New Home, New Home
Company, TNHC, and New Home Co.
(4) During May 2017, the Company's outside equity partner exited this joint venture and upon the change in control, we were required to consolidate this
venture as a wholly owned subsidiary.
(5) During August 2017, the Company's outside equity partner exited this joint venture and upon the change in control, we were required to consolidate this
venture as a wholly owned subsidiary.
(6) During October 2017, the Company's outside equity partner exited this joint venture and upon the change in control, we were required to consolidate this
venture as a wholly owned subsidiary.
Consent of Independent Registered Public Accounting Firm
Exhibit 23.1
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-3 No. 333-222645) and related prospectus of The New Home Company Inc.;
(2) Registration Statement (Form S-8 No. 333-193753) pertaining to The New Home Company Inc. 2014 Long-Term Incentive
Plan; and
(3) Registration Statements (Form S-8 No. 333-211756 and No. 333-217515) pertaining to The New Home Company Inc. 2016
Incentive Award plan;
of our report dated February 14, 2018, with respect to the consolidated financial statements of The New Home Company Inc.,
included in this Annual Report (Form 10-K) for the year ended December 31, 2017, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Irvine, California
February 14, 2018
Consent of Independent Auditors
Exhibit 23.2
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-3 No. 333-222645) and related prospectus of The New Home Company Inc.;
(2) Registration Statement (Form S-8 No. 333-193753) pertaining to The New Home Company Inc. 2014 Long-Term Incentive
Plan; and
(3) Registration Statements (Form S-8 No. 333-211756 and No. 333-217515) pertaining to The New Home Company Inc. 2016
Incentive Award Plan;
of (i) our report dated February 14, 2018, with respect to the financial statements of TNHC Newport LLC, included in this
Annual Report (Form 10-K) of The New Home Company Inc. for the year ended December 31, 2017, filed with the Securities
and Exchange Commission; and (ii) our report dated February 22, 2017, with respect to the financial statements of TNHC
Meridian Investors LLC, included in this Annual Report (Form 10-K) of The New Home Company Inc. for the year ended
December 31, 2016, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Irvine, California
February 14, 2018
I, H. Lawrence Webb, certify that:
Section 302 CERTIFICATION
Exhibit 31.1
(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)
I, John M. Stephens, certify that:
Section 302 CERTIFICATION
Exhibit 31.2
(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)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report on Form 10-K of The New Home Company Inc. (the “Company”) for the
period ended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the
“Report”), I, H. Lawrence Webb, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as
adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
Date: February 14, 2018
/s/ H. Lawrence Webb
H. Lawrence Webb
Chief Executive Officer (Principal Executive
Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report on Form 10-K of The New Home Company Inc. (the “Company”) for the
period ended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the
“Report”), I, John M. Stephens, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as
adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
Date: February 14, 2018
/s/ John M. Stephens
John M. Stephens
Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
BOARD OF DIRECTORS
Sam Bakhshandehpour (1)(2)
Managing Director,
Fertitta Capital
Gregory P. Lindstrom (2)(3)
Alternative Dispute Resolution
Professional and Former General Counsel,
The Irvine Company
Cathey S. Lowe (1)(2)
Owner,
Cathey Lowe Consulting, LLC
Nadine Watt
President,
Watt Companies
(1) Audit Committee Member
(2) Compensation Committee Member
(3) Nominating & Corporate
Governance Committee Member
(4) Executive Committee Member
Wayne Stelmar (4)
Former Chief Investment Officer,
The New Home Company
William A. Witte
Chairman and Chief Executive Officer,
Related California
David Berman
Executive Chairman,
Tricon Capital Group Inc.
Paul Heeschen (1) (3)
General Partner,
Sequoia Enterprises
Douglas C. Neff (4)
President,
IHP Capital Partners
H. Lawrence Webb (4)
Chairman and Chief Executive Officer,
The New Home Company
Michael J. Berchtold (3) (4)
Lead Independent Director,
The New Home Company
Chief Executive Officer,
Berchtold Capital Partners
EXECUTIVE OFFICERS
H. Lawrence Webb
Chairman and Chief
Executive Officer
Thomas Redwitz
Chief Investment Officer
John M. Stephens
Chief Financial Officer
Leonard Miller
Chief Operating Officer
INFORMATION REQUESTS
The Company’s annual report to shareholders and
proxy statement together contain substantially
all the information presented in the Form 10-K
report filed with the Securities and Exchange
Commission. Individuals interested in receiving
the annual report, Form 10-K, Form 10-Qs
or other printed corporate literature should
email the Investor Relations Department at
investorrelations@nwhm.com.
INVESTOR INQUIRIES
Shareholders, securities analysts, portfolio
managers and others with inquiries about the
Company should contact Drew Mackintosh,
(949) 382-7838, investorrelations@nwhm.
com. Shareholders with inquiries relating to
shareholder records, stock transfers, change of
ownership, and change of address or dividend
payments should contact:
Our Board of Directors has an audit committee,
a compensation committee and a nominating
and corporate governance committee. Each of
these committees has a formal charter. We also
have an executive committee. We have Corporate
Governance Guidelines and a Code of Ethics and
Business Conduct which applies to all directors,
officers and employees. We also have a Code of
Ethics for the Principal Executive Officer and
Senior Financial Officers that applies to our
principal executive officer and senior financial
officers. Copies of these charters, guidelines, and
codes can be obtained on our website and are also
available upon request from Investor Relations at
the contact information above.
INTERNET ADDRESS
Additional information about The New Home
Company Inc. may be obtained by visiting our
website at www.NWHM.com
Transfer Agent and Registrar
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
(800) 937-5449
www.amstock.com
ANNUAL MEETING OF STOCKHOLDERS
The annual meeting of stockholders of The New
Home Company Inc., will be held on May 22, 2018
at 8:30 a.m. local time, at the Renaissance Aliso
Viejo Hotel, located at 50 Enterprise, Aliso Viejo,
CA 92656
COMMON STOCK INFORMATION
Ticker Symbol: NWHM
Common stock of The New Home Company
Inc. is listed and traded on the New York Stock
Exchange, which is the principal market for the
common stock.
Various statements contained in this annual report, including those that express a belief, anticipation, expectation or intention, as well as those that are not
statements of historical fact, are forward-looking statements. These forward-looking statements may include projections and estimates concerning the timing
and success of specific projects, community counts and openings and our future production, our ability to execute our strategic growth objectives, gross
margins, revenues, projected results, income, earnings per share and capital spending. Our forward-looking statements are generally accompanied by words
such as “estimate,” “project,” “predict,” “believe,” “expect,” “intend,” “anticipate,” “potential,” “plan,” “goal,” “will,” “guidance,” or other words that convey
the uncertainty of future events or outcomes. The forward-looking statements in this press release speak only as of the date of this release, and we disclaim any
obligation to update these statements unless required by law, and we caution you not to rely on them unduly. We have based these forward-looking statements
on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they
are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to
predict and many of which are beyond our control. The following factors, among others, may cause our actual results, performance or achievements to differ
materially from any future results, performance or achievements expressed or implied by these forward-looking statements: economic changes either nationally
or in the markets in which we operate, including declines in employment, volatility of mortgage interest rates and inflation; a downturn in the homebuilding
industry; changes in sales conditions, including home prices, in the markets where we build homes, volatility and uncertainty in the credit markets and broader
financial markets; our business and investment strategy; availability of land to acquire and our ability to acquire such land on favorable terms or at all; our
liquidity and availability, terms and deployment of capital; shortages of or increased prices for labor, land or raw materials used in housing construction; delays
in land development or home construction resulting from adverse weather conditions or other events outside our control; issues concerning our joint venture
partnerships; the cost and availability of insurance and surety bonds; changes in, or the failure or inability to comply with, governmental laws and regulations;
the timing of receipt of regulatory approvals and the opening of projects; the degree and nature of competition; our leverage and debt service obligations; the
impact of recent accounting standards; restrictive covenants relating to our operations in our current of future financing arrangements; availability of qualified
personnel and our ability to retain our key personnel; and additional factors discussed under the sections captioned “Risk Factors” included in our annual report
on Form 10-K for the fiscal year ended December 31, 2017 and other reports filed with the Securities and Exchange Commission. The Company reserves the right
to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this press
release. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide
any other updates.
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