DEI Document
DEI Document - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 25, 2017 | |
Entity [Abstract] | ||
Entity Registrant Name | New Home Co Inc. | |
Entity Central Index Key | 1,574,596 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 20,876,623 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Assets | |||
Cash and cash equivalents | $ 62,443 | $ 30,496 | |
Restricted cash | 213 | 585 | |
Contracts and accounts receivable | 14,446 | 27,833 | |
Due from affiliates | 554 | 1,138 | |
Real estate inventories | 478,541 | 286,928 | |
Investment in and advances to unconsolidated joint ventures | 56,814 | 50,857 | |
Other assets | 25,096 | 21,299 | |
Total assets | 638,107 | 419,136 | |
Liabilities and equity | |||
Accounts payable | 36,078 | 33,094 | |
Accrued expenses and other liabilities | 30,684 | 23,418 | |
Unsecured revolving credit facility | 0 | 118,000 | |
Senior notes, net | 318,452 | [1] | 0 |
Total liabilities | 385,214 | 174,512 | |
Commitments and contingencies | |||
Stockholders' equity: | |||
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares outstanding | 0 | 0 | |
Common stock, $0.01 par value, 500,000,000 shares authorized, 20,876,623 and 20,712,166, shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | 209 | 207 | |
Additional paid-in capital | 198,757 | 197,161 | |
Retained earnings | 53,836 | 47,155 | |
Total stockholders' equity | 252,802 | 244,523 | |
Noncontrolling interest in subsidiary | 91 | 101 | |
Total equity | 252,893 | 244,624 | |
Total liabilities and equity | $ 638,107 | $ 419,136 | |
[1] | (1) The carrying value for the Senior Notes, as presented, is net of the unamortized discount of $2.3 million, unamortized premium of $1.9 million, and $6.1 million of debt issuance costs. The unamortized discount, unamortized premium and debt issuance costs are not factored into the estimated fair value. |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 20,876,623 | 20,712,166 |
Common stock, shares outstanding | 20,876,623 | 20,712,166 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues: | ||||
Home sales | $ 114,622 | $ 125,142 | $ 280,957 | $ 246,281 |
Fee building, including management fees from unconsolidated joint ventures of $1,324, $1,539, $3,755 and $6,251, respectively | 43,309 | 52,761 | 146,107 | 125,726 |
Revenues | 157,931 | 177,903 | 427,064 | 372,007 |
Cost of Sales: | ||||
Home sales | 95,992 | 105,799 | 238,545 | 211,859 |
Home sales impairments | 0 | 0 | 1,300 | 0 |
Fee building | 41,808 | 50,832 | 141,633 | 120,063 |
Cost of Sales | 137,800 | 156,631 | 381,478 | 331,922 |
Gross Profit | ||||
Gross Profit Home Sales | 18,630 | 19,343 | 41,112 | 34,422 |
Gross Profit Fee Building | 1,501 | 1,929 | 4,474 | 5,663 |
Gross Profit | 20,131 | 21,272 | 45,586 | 40,085 |
Costs and Expenses | ||||
Selling and marketing expenses | (6,860) | (6,055) | (18,237) | (14,577) |
General and administrative expenses | (6,465) | (6,468) | (17,150) | (17,476) |
Equity in net income of unconsolidated joint ventures | 99 | 488 | 606 | 4,428 |
Other income (expense), net | 69 | (195) | 34 | (590) |
Income before income taxes | 6,974 | 9,042 | 10,839 | 11,870 |
Provision for income taxes | (2,656) | (3,465) | (4,168) | (4,718) |
Net income | 4,318 | 5,577 | 6,671 | 7,152 |
Net (income) loss attributable to noncontrolling interest | 0 | (30) | 10 | 90 |
Net income attributable to The New Home Company Inc. | $ 4,318 | $ 5,547 | $ 6,681 | $ 7,242 |
Earnings per share attributable to The New Home Company Inc. | ||||
Basic (in dollars per share) | $ 0.21 | $ 0.27 | $ 0.32 | $ 0.35 |
Diluted (in dollars per share) | $ 0.21 | $ 0.27 | $ 0.32 | $ 0.35 |
Weighted average number of shares outstanding | ||||
Basic (in shares) | 20,876,315 | 20,711,952 | 20,839,507 | 20,675,233 |
Diluted (in shares) | 20,999,673 | 20,797,731 | 20,949,499 | 20,764,480 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Management fee revenue, unconsolidated joint ventures | $ 1,324 | $ 1,539 | $ 3,755 | $ 6,251 |
Unaudited Condensed Consolidat6
Unaudited Condensed Consolidated Statement of Equity - USD ($) $ in Thousands | Total | Stockholders' Equity [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] |
Beginning balance at Dec. 31, 2015 | $ 221,697 | $ 220,775 | $ 205 | $ 194,437 | $ 26,133 | $ 922 |
Beginning Balance, Shares at Dec. 31, 2015 | 20,543,130 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 7,152 | 7,242 | 7,242 | (90) | ||
Noncontrolling interest distribution | (725) | (725) | ||||
Stock-based compensation expense | 2,602 | 2,602 | 2,602 | |||
Shares net settled with the Company to satisfy minimum employee personal income tax liabilities resulting from share based compensation plans | (647) | (647) | (647) | |||
Shares net settled with the Company to satisfy minimum employee personal income tax liabilities resulting from share based compensation plans, shares | (62,467) | |||||
Excess tax provision from stock-based compensation | (97) | (97) | (97) | |||
Shares issued through stock plans | 0 | 0 | $ 2 | (2) | ||
Shares issued through stock plans, shares | 231,289 | |||||
Ending balance at Sep. 30, 2016 | 229,982 | 229,875 | $ 207 | 196,293 | 33,375 | 107 |
Ending Balance, Shares at Sep. 30, 2016 | 20,711,952 | |||||
Beginning balance at Dec. 31, 2016 | $ 244,624 | 244,523 | $ 207 | 197,161 | 47,155 | 101 |
Beginning Balance, Shares at Dec. 31, 2016 | 20,712,166 | 20,712,166 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 6,671 | 6,681 | 6,681 | (10) | ||
Stock-based compensation expense | 2,086 | 2,086 | 2,086 | |||
Shares net settled with the Company to satisfy minimum employee personal income tax liabilities resulting from share based compensation plans | (590) | (590) | (590) | |||
Shares net settled with the Company to satisfy minimum employee personal income tax liabilities resulting from share based compensation plans, shares | (55,962) | |||||
Shares issued through stock plans | 102 | 102 | $ 2 | 100 | ||
Shares issued through stock plans, shares | 220,419 | |||||
Ending balance at Sep. 30, 2017 | $ 252,893 | $ 252,802 | $ 209 | $ 198,757 | $ 53,836 | $ 91 |
Ending Balance, Shares at Sep. 30, 2017 | 20,876,623 | 20,876,623 |
Unaudited Condensed Consolidat7
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Operating activities: | ||
Net income | $ 6,671 | $ 7,152 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Deferred taxes | (54) | 1,181 |
Amortization of equity based compensation | 2,086 | 2,602 |
Excess income tax provision from stock-based compensation | 0 | 97 |
Distributions of earnings from unconsolidated joint ventures | 1,588 | 1,931 |
Home sales impairments | 1,300 | 0 |
Equity in net income of unconsolidated joint ventures | (606) | (4,428) |
Deferred profit from unconsolidated joint ventures | 560 | 541 |
Depreciation | 344 | 381 |
Abandoned project costs | 238 | 498 |
Net changes in operating assets and liabilities: | ||
Restricted cash | 372 | 11 |
Contracts and accounts receivable | 13,448 | 2,717 |
Due from affiliates | 504 | 91 |
Real estate inventories | (179,607) | (159,778) |
Other assets | (3,766) | (4,894) |
Accounts payable | 2,859 | 11,927 |
Accrued expenses and other liabilities | (6,257) | (6,430) |
Due to affiliates | 0 | (293) |
Net cash used in operating activities | (160,320) | (146,694) |
Investing activities: | ||
Purchases of property and equipment | (145) | (379) |
Cash assumed from joint venture at consolidation | 995 | 2,009 |
Contributions and advances to unconsolidated joint ventures | (21,296) | (7,707) |
Distributions of capital and repayment of advances to unconsolidated joint ventures | 13,650 | 13,977 |
Interest collected on advances to unconsolidated joint ventures | 468 | 0 |
Net cash provided by (used in) investing activities | (6,328) | 7,900 |
Financing activities: | ||
Borrowings from credit facility | 72,000 | 193,000 |
Repayments of credit facility | (190,000) | (38,000) |
Proceeds from senior notes | 324,465 | 0 |
Borrowings from other notes payable | 0 | 343 |
Repayments of other notes payable | 0 | (15,636) |
Payments of Debt Issuance Costs | (7,382) | (1,064) |
Cash distribution to noncontrolling interest in subsidiary | 0 | (725) |
Minimum tax withholding paid on behalf of employees for stock awards | (590) | (647) |
Excess income tax provision from stock-based compensation | 0 | (97) |
Proceeds from Stock Options Exercised | 102 | 0 |
Net cash provided by financing activities | 198,595 | 137,174 |
Net increase (decrease) in cash and cash equivalents | 31,947 | (1,620) |
Cash and cash equivalents – beginning of period | 30,496 | 45,874 |
Cash and cash equivalents – end of period | $ 62,443 | $ 44,254 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Account Policies | 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. Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts have been eliminated upon consolidation. The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 . The accompanying unaudited condensed financial statements include all adjustments (consisting of normal recurring entries) necessary for the fair presentation of our results for the interim period presented. Results for the interim period are not necessarily indicative of the results to be expected for the full year. Unless the context otherwise requires, the terms “we”, “us”, “our” and “the Company” refer to the Company 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 condensed consolidated financial statements and notes. Accordingly, actual results could differ materially from these estimates. Segment Reporting Accounting Standards Codification (“ASC”) 280, Segment Reporting (“ASC 280”) established standards for the manner in which public enterprises report information about operating segments. In accordance with ASC 280, we have determined that our homebuilding division and our fee building division are our operating segments, 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. Restricted Cash Restricted cash of $0.2 million and $0.6 million as of September 30, 2017 and December 31, 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 non-refundable 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 deemed impaired and 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, the level of time sensitive costs (such as indirect construction, overhead and carrying costs), and selling and marketing costs (such as model maintenance costs and advertising costs). Depending on the underlying objective of the project, assumptions could have a significant impact on the projected cash flow analysis. For example, if our objective is to preserve operating margins, our cash flow analysis will be different than if the objective is to increase 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 that is recorded in our results of operations. For the nine months ended September 30, 2017, we recorded an impairment charge of $1.3 million relating to one community in Southern California. For additional detail regarding the impairment charge, 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 respective homes are closed under the full accrual method. Home sales and other real estate sales are closed when all conditions of escrow are met, including delivery of the home or other real estate asset, title 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 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 revenue. 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 three and nine months ended September 30, 2017 and 2016 , one customer comprised 97% , 97% , 97% , and 95% of fee building revenue, respectively. The balance of the fee building revenues represented management fees primarily earned from unconsolidated joint ventures. As of September 30, 2017 and December 31, 2016 , one customer comprised 81% and 87% of contracts and accounts receivable, respectively, with the balance of accounts receivable primarily representing escrow receivables from home sales. 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 non-refundable deposit paid to an entity may be deemed to be a variable interest that will absorb some or all of the entity’s expected losses if they occur. Our land purchase and lot option deposits generally represent our maximum exposure to the land seller if we elect not to purchase the optioned property. In some instances, we may also expend funds for due diligence, development and construction activities with respect to optioned land prior to takedown. Such costs are classified as real estate inventories, which we would have to write off should we not exercise the option. Therefore, whenever we enter into a land option or purchase contract with an entity and make a non-refundable deposit, a VIE may have been created. As of September 30, 2017 and December 31, 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 September 30, 2017 and December 31, 2016 , the third-party investor had an equity balance of $0.1 million and $0.1 million , respectively. 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 September 30, 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 three and nine months ended September 30, 2017 and 2016 , 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 condensed 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. All other selling and marketing costs, such as commissions and advertising, are expensed in the period incurred and included in selling and marketing expense in the accompanying condensed consolidated statements of operations. 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 condensed 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 condensed consolidated balance sheets. As of September 30, 2017 and December 31, 2016 , no allowance was recorded related to contracts and accounts receivable. Property and Equipment Property and equipment are recorded at cost and included in other assets in the accompanying condensed 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. 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. 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. 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 condensed consolidated statement of cash flows. 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, and at that time, 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. In anticipation of this adoption, we have developed an implementation plan and are working to identify significant changes to our financial statements and accounting policies. At this time, we do not believe the adoption of ASU 2014-09 will have a material impact on the amount of our revenues. We will continue to evaluate the impact that adoption of ASU 2014-09 will have on the timing of recognition of our revenues. Although we are still evaluating the accounting for selling and marketing costs under the new standard, adoption of ASU 2014-09 may impact the timing of recognition and classification of certain capitalized selling and marketing costs we incur to obtain sales contracts from our customers. Currently, these costs are capitalized and amortized to selling and marketing expenses as homes are delivered. Upon adoption of ASU 2014-09, portions of these costs directly attributable |
Computation of Earnings Per Sha
Computation of Earnings Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Computation of Earnings (Loss) Per Share | 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 three and nine months ended September 30, 2017 and 2016 : Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (Dollars in thousands, except per share amounts) Numerator: Net income attributable to The New Home Company Inc. $ 4,318 $ 5,547 $ 6,681 $ 7,242 Denominator: Basic weighted-average shares outstanding 20,876,315 20,711,952 20,839,507 20,675,233 Effect of dilutive shares: Stock options and unvested restricted stock units 123,358 85,779 109,992 89,247 Diluted weighted-average shares outstanding 20,999,673 20,797,731 20,949,499 20,764,480 Basic earnings per share attributable to The New Home Company Inc. $ 0.21 $ 0.27 $ 0.32 $ 0.35 Diluted earnings per share attributable to The New Home Company Inc. $ 0.21 $ 0.27 $ 0.32 $ 0.35 Antidilutive stock options and unvested restricted stock units not included in diluted earnings per share 831,270 845,331 838,572 866,139 |
Contracts and Accounts Receivab
Contracts and Accounts Receivable | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Contracts and Accounts Receivable | Contracts and Accounts Receivable Contracts and accounts receivable consist of the following: September 30, December 31, 2017 2016 (Dollars in thousands) Contracts receivable: Costs incurred on fee building projects $ 141,633 $ 178,103 Estimated earnings 4,474 8,404 146,107 186,507 Less: amounts collected during the period (134,400 ) (162,203 ) Contracts receivable $ 11,707 $ 24,304 Contracts receivable: Billed $ — $ — Unbilled 11,707 24,304 11,707 24,304 Accounts receivable: Escrow receivables 2,666 3,385 Other receivables 73 144 Contracts and accounts receivable $ 14,446 $ 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 billable pursuant to contract terms or administratively not invoiced. All unbilled receivables as of September 30, 2017 and December 31, 2016 are expected to be billed and collected within 30 days. Accounts payable at September 30, 2017 and December 31, 2016 includes $10.6 million and $22.8 million , respectively, related to costs incurred under the Company’s fee building contracts. |
Real Estate Inventories and Cap
Real Estate Inventories and Capitalized Interest | 9 Months Ended |
Sep. 30, 2017 | |
Real Estate [Abstract] | |
Real Estate Inventories and Capitalized Interest | Real Estate Inventories and Capitalized Interest Real estate inventories are summarized as follows: September 30, December 31, 2017 2016 (Dollars in thousands) Deposits and pre-acquisition costs $ 41,262 $ 38,723 Land held and land under development 75,179 98,596 Homes completed or under construction 336,229 93,628 Model homes 25,871 55,981 $ 478,541 $ 286,928 All of our deposits and pre-acquisition costs are non-refundable, except for refundable deposits of $0.1 million and $4.1 million as of September 30, 2017 and December 31, 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 nine months ended September 30, 2017 , the Company recognized real estate-related impairments of $1.3 million in cost of sales resulting in a decrease of the same amount to income before income taxes for our homebuilding segment. Fair value for the homebuilding project impaired during the nine months ended September 30, 2017 was calculated under a discounted cash flow model. The following table summarizes inventory impairments recorded during the three and nine months ended September 30, 2017 and 2016 : Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (Dollars in Thousands) Inventory impairments: Home sales $ — $ — $ 1,300 $ — Total inventory impairments $ — $ — $ 1,300 $ — Remaining carrying value of inventory impaired at period end $ — $ — $ 11,310 $ — Number of projects impaired during the period — — 1 — Total number of projects subject to periodic impairment review during the year (1) 26 24 26 24 (1) Represents the peak number of real estate projects that we had during each respective period. The number of projects outstanding at the end of each period may be less than the number of projects listed herein. The home sales impairments of $1.3 million 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. 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 three and nine months ended September 30, 2017 and 2016 interest incurred, capitalized and expensed was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (Dollars in thousands) Interest incurred $ 6,780 $ 2,273 $ 15,217 $ 5,243 Interest capitalized to inventory (6,232 ) (2,273 ) (13,982 ) (5,243 ) Interest capitalized to investments in unconsolidated joint ventures (548 ) — (1,235 ) — Interest expensed $ — $ — $ — $ — Capitalized interest in beginning inventory $ 10,821 $ 5,449 $ 6,342 $ 4,190 Interest capitalized as a cost of inventory 6,232 2,273 13,982 5,243 Capitalized interest acquired from unconsolidated joint venture at consolidation 76 — 76 — Previously capitalized interest included in cost of sales (2,448 ) (1,306 ) (5,719 ) (3,017 ) Capitalized interest in ending inventory $ 14,681 $ 6,416 14,681 6,416 Capitalized interest in beginning investment in unconsolidated joint ventures 687 — — — Interest capitalized to investments in unconsolidated joint ventures 548 — 1,235 — Capitalized interest transferred from investment in unconsolidated joint venture to inventory upon consolidation (76 ) — (76 ) — Previously capitalized interest included in equity in net income of unconsolidated joint ventures (5 ) — (5 ) — Capitalized interest in ending investments in unconsolidated joint ventures 1,154 — 1,154 — Total capitalized interest in ending inventory and investments in unconsolidated joint ventures $ 15,835 $ 6,416 $ 15,835 $ 6,416 Capitalized interest as a percentage of inventory 3.1 % 1.7 % 3.1 % 1.7 % Interest included in cost of sales as a percentage of home sales revenue 2.1 % 1.0 % 2.0 % 1.2 % Capitalized interest as a percentage of investments in and advances to unconsolidated joint ventures 2.0 % — % 2.0 % — % |
Investments in and advances to
Investments in and advances to unconsolidated joint ventures | 9 Months Ended |
Sep. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in and Advances to Unconsolidated Joint Ventures | Unconsolidated Joint Ventures As of September 30, 2017 and December 31, 2016 , the Company had ownership interests in 11 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 are as follows: September 30, December 31, 2017 2016 (Dollars in thousands) Cash and cash equivalents $ 27,380 $ 33,683 Restricted cash 15,003 8,374 Real estate inventories 409,633 386,487 Other assets 3,283 1,664 Total assets $ 455,299 $ 430,208 Accounts payable and accrued liabilities $ 34,452 $ 28,706 Notes payable 89,664 97,664 Total liabilities 124,116 126,370 The New Home Company's equity 50,593 46,857 Other partners' equity 280,590 256,981 Total equity 331,183 303,838 Total liabilities and equity $ 455,299 $ 430,208 Debt-to-capitalization ratio 21.3 % 24.3 % Debt-to-equity ratio 27.1 % 32.1 % As of September 30, 2017 and December 31, 2016 , the Company had advances outstanding of approximately $5.1 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, 2017, with the right to extend to October 31, 2018 at the borrower's election. The condensed combined statements of operations for our unconsolidated joint ventures accounted for under the equity method are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (Dollars in thousands) Revenues $ 45,889 $ 34,464 $ 107,680 $ 146,525 Cost of sales and expenses 45,463 32,047 108,772 130,147 Net income (loss) of unconsolidated joint ventures $ 426 $ 2,417 $ (1,092 ) $ 16,378 Equity in net income of unconsolidated joint ventures reflected in the accompanying consolidated statements of operations $ 99 $ 488 $ 606 $ 4,428 For the three and nine months ended September 30, 2017 and 2016 , the Company earned $1.3 million , $3.8 million , $1.5 million , and $6.3 million , respectively, in management fees from its unconsolidated joint ventures. For additional detail regarding management fees, please see Note 11 to the unaudited condensed consolidated financial statements. 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, remeasured at fair value, are included in real estate inventories as of September 30, 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 condensed 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, and in accordance with ASC 805, Business Combinations , 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 condensed 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 condensed 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, and in accordance with ASC 805, Business Combinations , 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 condensed consolidated statements of operations, due to the purchase of our JV partner's interest for less than its carrying value. |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2017 | |
Other Assets [Abstract] | |
Other Assets | Other Assets Other assets consist of the following: September 30, December 31, 2017 2016 (Dollars in thousands) Capitalized selling and marketing costs (1) $ 12,539 $ 10,101 Deferred tax asset, net 8,488 8,434 Property and equipment, net of accumulated depreciation 658 857 Prepaid expenses 3,411 1,907 $ 25,096 $ 21,299 (1) The Company amortized $1.8 million , $5.1 million , $1.6 million , and $4.0 million of capitalized selling and marketing project costs to selling and marketing expenses during the three and nine months ended September 30, 2017 and 2016 , respectively. |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consist of the following: September 30, December 31, 2017 2016 (Dollars in thousands) Warranty accrual $ 5,531 $ 4,931 Accrued compensation and benefits 5,284 6,786 Accrued interest 13,076 648 Completion reserve 2,258 1,355 Income taxes payable 1,669 7,147 Deferred profit from unconsolidated joint ventures 396 957 Other accrued expenses 2,470 1,594 $ 30,684 $ 23,418 Changes in our warranty accrual are detailed in the table set forth below: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (Dollars in thousands) Beginning warranty accrual for homebuilding projects $ 5,076 $ 4,874 $ 4,608 $ 3,846 Warranty provision for homebuilding projects 411 369 1,013 1,174 Warranty assumed from joint venture at consolidation — — 358 469 Adjustment to warranty accrual — (1,065 ) — (1,065 ) Warranty payments for homebuilding projects (279 ) (168 ) (771 ) (414 ) Ending warranty accrual for homebuilding projects 5,208 4,010 5,208 4,010 Beginning warranty accrual for fee building projects 323 331 323 335 Warranty provision for fee building projects — — — — Warranty efforts for fee building projects — (6 ) — (10 ) Ending warranty accrual for fee building projects 323 325 323 325 Total ending warranty accrual $ 5,531 $ 4,335 $ 5,531 $ 4,335 |
Senior Notes and Unsecured Revo
Senior Notes and Unsecured Revolving Credit Facility | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Senior Notes Payable and Unsecured Revolving Credit Facility | Senior Notes and Unsecured Revolving Credit Facility Notes payable consisted of the following: September 30, December 31, 2017 2016 (Dollars in thousands) 7.25% Senior Notes due 2022, net $ 318,452 $ — Senior unsecured revolving credit facility — 118,000 Total Notes Payable $ 318,452 $ 118,000 The carrying amount of our senior notes listed above is net of the unamortized discount of $2.3 million , unamortized premium of $1.9 million , and $6.1 million of debt issuance costs that are amortized to interest costs over the respective terms of the notes. 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 16 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 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. As of September 30, 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 September 30, 2017 , the interest rate under the Credit Facility was 3.98% . 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 September 30, 2017 , the Company was in compliance with all financial covenants. For more information regarding the financial covenants, please see Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Senior Unsecured Revolving Credit Facility." |
Fair Value Disclosures
Fair Value Disclosures | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 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 a 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. The estimated value is based on Level 2 inputs, which primarily reflect estimated prices for our Notes obtained from outside pricing sources. September 30, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value (dollars in thousands) 7.25% Senior Notes due 2022, net (1) $ 318,452 $ 335,563 $ — $ — (1) The carrying value for the Senior Notes, as presented, is net of the unamortized discount of $2.3 million , unamortized premium of $1.9 million , and $6.1 million of debt issuance costs. The unamortized discount, unamortized premium and debt issuance costs are not factored into the estimated fair value. 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 September 30, 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 nine months ended September 30, 2017, the Company recognized a real estate-related impairment adjustment of $1.3 million related to one homebuilding community. The impairment adjustment was made using Level 3 inputs and assumptions. The carrying value of the real estate inventories subject to the impairment adjustments was $11.3 million at September 30, 2017. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 share of the liability apportioned to us. 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 September 30, 2017 and December 31, 2016 , $46.4 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 $8.0 million and $8.6 million , respectively, as of September 30, 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 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 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 September 30, 2017 and December 31, 2016 , the Company had outstanding surety bonds totaling $48.8 million and $44.0 million , respectively. The estimated remaining costs to complete of such improvements as of September 30, 2017 and December 31, 2016 were $17.2 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 September 30, 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 non-refundable 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 . |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions During the three and nine months ended September 30, 2017 and 2016 , the Company incurred construction-related costs on behalf of its unconsolidated joint ventures totaling $1.8 million , $5.8 million , $2.6 million and $7.0 million , respectively. As of September 30, 2017 and December 31, 2016 , $0.3 million and $0.2 million , respectively, are included in due from affiliates in the accompanying condensed 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 three and nine months ended September 30, 2017 and 2016 , the Company earned $1.3 million , $3.8 million , $1.5 million and $6.3 million , respectively, in management fees, which have been recorded as fee building revenues in the accompanying condensed consolidated statements of operations. As of September 30, 2017 and December 31, 2016 , $0.1 million and $0.6 million , respectively, of management fees are included in due from affiliates in the accompanying condensed 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 investments in three of the Company's unconsolidated joint ventures. As of September 30, 2017 , the Company's investment in these five unconsolidated joint ventures totaled $28.1 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 September 30, 2017 , the Company had a $5.1 million non-refundable 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 three and nine months ended September 30, 2017 and 2016 , the Company incurred $0.1 million , $0.4 million , $32,000 and $0.2 million , respectively, for these services. The Company's unconsolidated joint ventures incurred $0.1 million , $0.7 million , $0.1 million and $0.5 million , respectively, for these services. Of these costs, $4,000 and $33,000 was due to TL Fab LP from the Company at September 30, 2017 and December 31, 2016 , respectively, and $134,000 and $14,000 was due to TL Fab LP from the Company's unconsolidated joint ventures at September 30, 2017 and December 31, 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. 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 condensed 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 September 30, 2017 and December 31, 2016 , $0.3 million and $0.6 million , respectively, of deferred gain from lot sale transactions is included in accrued expenses and other liabilities in the accompanying condensed consolidated balance sheets as deferred profit from unconsolidated joint ventures. In addition, at September 30, 2017 and December 31, 2016 , $0.7 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 condensed 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 nine months ended September 30, 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 September 30, 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 September 30, 2017 which is included in due from affiliates in the accompanying condensed 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 and 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. Mr. Davis is expected to work approximately, but not more than, 20 consulting hours per month. 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 September 30, 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. On June 29, 2015, the Company formed a new unconsolidated joint venture and received capital credit in excess of our contributed land basis. As a result, the Company recognized $1.6 million in equity in net income of unconsolidated joint ventures and deferred $0.4 million in profit from unconsolidated joint ventures related to this transaction for the year ended December 31, 2015. During the three and nine months ended September 30, 2017 , $0.1 million and $0.2 million , respe ctively, o f the previously deferred revenue was recognized as equity in net income of unconsolidated joint ventures, and at September 30, 2017 , $0.1 million remained unrecognized and included in accrued expenses and other liabilities in the accompanying condensed consolidated balance sheets. 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 condensed 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, and in accordance with ASC 805, Business Combinations , 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 condensed consolidated statements of operations, due to the purchase of our JV partner's interest for less than its carrying value. As of September 30, 2017 and December 31, 2016 , the Company had advances outstanding of approximately $5.1 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, 2017, with the right to extend to October 31, 2018. For the three and nine months ended September 30, 2017 , the Company earned $0.1 million and $0.4 million in interest income on the unsecured promissory note which is included in equity in net income of unconsolidated joint ventures in the accompanying condensed consolidated statements of operations. As of September 30, 2017 and December 31, 2016 , $3,000 and $44,000 of interest income was due to the Company and included in due from affiliates in the accompanying condensed 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 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 September 30, 2017 , no fees were due to Mr. Stelmar for his consulting services. 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 condensed 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, and in accordance with ASC 805, Business Combinations , 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 condensed consolidated statements of operations, due to the purchase of our JV partner's interest for less than its carrying value. In April 2017, the Company entered into an agreement 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 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 September 30, 2017, the Company has taken down four lots and has a $0.5 million non-refundable deposit outstanding on the remaining 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. There was no remeasurement gain or loss on our unconsolidated interest prior to the change in control. 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 September 30, 2017 . |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | 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 September 30, 2017 , 32,830 shares remain available for grant under the 2014 Incentive Plan and 464,928 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. A summary of the Company’s common stock option activity as of and for the nine months ended September 30, 2017 and 2016 is presented below: Nine Months Ended September 30, 2017 2016 Number of Shares Weighted-Average Exercise Price per Share Number of Shares Weighted-Average Exercise Price per Share Stock Option Activity Outstanding, beginning of period 835,786 $ 11.00 840,298 $ 11.00 Granted — $ — — $ — Exercised (9,288 ) $ 11.00 — $ — Forfeited — $ — (4,512 ) $ 11.00 Outstanding, end of period 826,498 $ 11.00 835,786 $ 11.00 Exercisable, end of period 826,498 $ 11.00 44,442 $ 11.00 A summary of the Company’s restricted stock unit activity as of and for the nine months ended September 30, 2017 and 2016 is presented below: Nine Months Ended September 30, 2017 2016 Number of Shares Weighted-Average Grant-Date Fair Value per Share Number of Shares Weighted-Average Grant-Date Fair Value per Share Restricted Stock Unit Activity Outstanding, beginning of period 474,989 $ 10.66 308,386 $ 14.20 Granted 343,933 $ 10.84 414,045 $ 10.05 Vested (211,131 ) $ 10.75 (231,289 ) $ 14.22 Forfeited (26,194 ) $ 10.82 (11,796 ) $ 12.10 Outstanding, end of period 581,597 $ 10.72 479,346 $ 10.66 The expense related to the Company's stock-based compensation programs, included in general and administrative expense in the accompanying condensed consolidated statements of operations, was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (Dollars in thousands) Expense related to: Stock options $ — $ 300 $ 11 $ 747 Restricted stock units 780 560 2,075 1,855 $ 780 $ 860 $ 2,086 $ 2,602 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 September 30, 2017 , the amount of unearned stock-based compensation currently estimated to be expensed through 2020 is $4.6 million . The weighted-average period over which the unearned stock-based compensation is expected to be recognized is 1.8 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. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended September 30, 2017 and 2016 , the Company recorded a provision for income taxes of $2.7 million and $3.5 million , respectively. For the nine months ended September 30, 2017 and 2016 , the Company recorded a provision for income taxes of $4.2 million and $4.7 million , respectively. Included in the nine month period for 2016 is an allocation of income from LR8 of $0.5 million due to a reduction in the warranty reserve and a $1.1 million gain from the closeout of LR8 due to the purchase of our JV partner's interest for less than its carrying value, which resulted in a provision for income taxes of $0.6 million for the nine month period ended September 30, 2016 and did not impact our effective tax rate. The effective tax rate for the three and nine months ended September 30, 2017 and 2016 differs from the 35% federal statutory tax rate due to state income taxes partially offset by the tax benefit of production activities. 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. Our assessment considers, among other things, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, the duration of statutory carryforward periods, our utilization experience with operating loss and tax credit carryforwards and the planning alternatives, to the extent these items are applicable. The Company classifies any interest and penalties related to income taxes assessed 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. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 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: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (Dollars in thousands) Revenues: Homebuilding $ 114,622 $ 125,142 $ 280,957 $ 246,281 Fee building, including management fees 43,309 52,761 146,107 125,726 Total $ 157,931 $ 177,903 $ 427,064 $ 372,007 Income before income taxes: Homebuilding $ 5,473 $ 7,113 $ 6,365 $ 6,207 Fee building, including management fees 1,501 1,929 4,474 5,663 Total $ 6,974 $ 9,042 $ 10,839 $ 11,870 September 30, December 31, 2017 2016 (Dollars in thousands) Assets: Homebuilding $ 625,300 $ 393,095 Fee building 12,807 26,041 Total $ 638,107 $ 419,136 |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure of Cash Flow Information | Supplemental Disclosure of Cash Flow Information The following table presents certain supplemental cash flow information: Nine Months Ended September 30, 2017 2016 (Dollars in thousands) Supplemental disclosures of cash flow information Interest paid, net of amounts capitalized $ — $ — Income taxes paid $ 9,700 $ 8,270 Supplemental disclosures of non-cash transactions Assets assumed from unconsolidated joint ventures $ 3,877 $ 46,811 Liabilities and equity assumed from unconsolidated joint ventures $ 4,872 $ 47,197 |
Supplemental Guarantor Informat
Supplemental Guarantor Information (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Supplemental Guarantor Information [Abstract] | |
Supplemental Guarantor Info [Text Block] | 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. SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS September 30, 2017 NWHM Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Assets Cash and cash equivalents $ 37,378 $ 24,861 $ 204 $ — $ 62,443 Restricted cash — 213 — — 213 Contracts and accounts receivable 20 15,609 6 (1,189 ) 14,446 Intercompany receivables 108,012 — — (108,012 ) — Due from affiliates — 554 — — 554 Real estate inventories — 478,541 — — 478,541 Investment in and advances to unconsolidated joint ventures — 56,814 — — 56,814 Investment in subsidiaries 429,469 — — (429,469 ) — Other assets 10,222 14,874 — — 25,096 Total assets $ 585,101 $ 591,466 $ 210 $ (538,670 ) $ 638,107 Liabilities and equity Accounts payable $ 270 $ 35,808 $ — $ — $ 36,078 Accrued expenses and other liabilities 13,577 18,189 107 (1,189 ) 30,684 Intercompany payables — 108,012 — (108,012 ) — Senior notes, net 318,452 — — — 318,452 Total liabilities 332,299 162,009 107 (109,201 ) 385,214 Stockholders' equity 252,802 429,457 12 (429,469 ) 252,802 Noncontrolling interest in subsidiary — — 91 — 91 Total equity 252,802 429,457 103 (429,469 ) 252,893 Total liabilities and equity $ 585,101 $ 591,466 $ 210 $ (538,670 ) $ 638,107 December 31, 2016 NWHM Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Assets Cash and cash equivalents $ 16,385 $ 13,842 $ 269 $ — $ 30,496 Restricted cash — 585 — — 585 Contracts and accounts receivable 30 29,774 — (1,971 ) 27,833 Intercompany receivables 73,972 — — (73,972 ) — Due from affiliates — 1,138 — — 1,138 Real estate inventories — 286,928 — — 286,928 Investment in and advances to unconsolidated joint ventures — 50,857 — — 50,857 Investment in subsidiaries 268,411 — — (268,411 ) — Other assets 9,381 11,918 — — 21,299 Total assets $ 368,179 $ 395,042 $ 269 $ (344,354 ) $ 419,136 Liabilities and equity Accounts payable $ 167 $ 32,900 $ 27 $ — $ 33,094 Accrued expenses and other liabilities 5,489 19,763 108 (1,942 ) 23,418 Intercompany payables — 73,972 — (73,972 ) — Due to affiliates — 29 — (29 ) — Unsecured revolving credit facility 118,000 — — — 118,000 Total liabilities 123,656 126,664 135 (75,943 ) 174,512 Stockholders' equity 244,523 268,378 33 (268,411 ) 244,523 Noncontrolling interest in subsidiary — — 101 — 101 Total equity 244,523 268,378 $ 134 (268,411 ) 244,624 Total liabilities and equity $ 368,179 $ 395,042 $ 269 $ (344,354 ) $ 419,136 SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended September 30, 2017 NWHM Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Revenues: Home sales $ — $ 114,622 $ — $ — $ 114,622 Fee building — 43,309 — — 43,309 — 157,931 — — 157,931 Cost of Sales: Home sales — 95,992 — — 95,992 Fee building 364 41,444 — — 41,808 364 137,436 — — 137,800 Gross Margin: Home sales — 18,630 — — 18,630 Fee building (364 ) 1,865 — — 1,501 (364 ) 20,495 — — 20,131 Selling and marketing expenses — (6,860 ) — — (6,860 ) General and administrative expenses (350 ) (6,115 ) — — (6,465 ) Equity in net income of unconsolidated joint ventures — 99 — — 99 Equity in net income of subsidiaries 4,695 — — (4,695 ) — Other income (expense), net 127 (58 ) — — 69 Income before income taxes 4,108 7,561 — (4,695 ) 6,974 Benefit (provision) for income taxes 210 (2,866 ) — — (2,656 ) Net income 4,318 4,695 — (4,695 ) 4,318 Net (income) loss attributable to noncontrolling interest in subsidiary — — — — — Net income attributable to The New Home Company Inc. $ 4,318 $ 4,695 $ — $ (4,695 ) $ 4,318 Three Months Ended September 30, 2016 NWHM Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Revenues: Home sales $ — $ 125,142 $ — $ — $ 125,142 Fee building — 52,761 — — 52,761 — 177,903 — — 177,903 Cost of Sales: Home sales — 105,791 8 — 105,799 Fee building 540 50,292 — — 50,832 540 156,083 8 — 156,631 Gross Margin: Home sales — 19,351 (8 ) — 19,343 Fee building (540 ) 2,469 — — 1,929 (540 ) 21,820 (8 ) — 21,272 Selling and marketing expenses — (6,053 ) (2 ) — (6,055 ) General and administrative expenses (3,566 ) (2,902 ) — — (6,468 ) Equity in net income of unconsolidated joint ventures — 488 — — 488 Equity in net income of subsidiaries 8,230 — — (8,230 ) — Other income (expense), net (22 ) (173 ) — — (195 ) Income (loss) before income taxes 4,102 13,180 (10 ) (8,230 ) 9,042 Benefit (provision) for income taxes 1,445 (4,910 ) — — (3,465 ) Net income (loss) 5,547 8,270 (10 ) (8,230 ) 5,577 Net income attributable to noncontrolling interest in subsidiary — — (30 ) — (30 ) Net income (loss) attributable to The New Home Company Inc. $ 5,547 $ 8,270 $ (40 ) $ (8,230 ) $ 5,547 Nine Months Ended September 30, 2017 NWHM Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Revenues: Home sales $ — $ 280,957 $ — $ — $ 280,957 Fee building — 146,107 — — 146,107 — 427,064 — — 427,064 Cost of Sales: Home sales — 238,514 31 — 238,545 Home sales impairments — 1,300 — — 1,300 Fee building 1,449 140,184 — — 141,633 1,449 379,998 31 — 381,478 Gross Margin: Home sales — 41,143 (31 ) — 41,112 Fee building (1,449 ) 5,923 — — 4,474 (1,449 ) 47,066 (31 ) — 45,586 Selling and marketing expenses — (18,237 ) — — (18,237 ) General and administrative expenses (1,504 ) (15,646 ) — — (17,150 ) Equity in net income of unconsolidated joint ventures — 606 — — 606 Equity in net income of subsidiaries 8,389 — — (8,389 ) — Other income (expense), net 171 (137 ) — — 34 Income (loss) before income taxes 5,607 13,652 (31 ) (8,389 ) 10,839 Benefit (provision) for income taxes 1,074 (5,242 ) — — (4,168 ) Net income (loss) 6,681 8,410 (31 ) (8,389 ) 6,671 Net loss attributable to noncontrolling interest in subsidiary — — 10 — 10 Net income (loss) attributable to The New Home Company Inc. $ 6,681 $ 8,410 $ (21 ) $ (8,389 ) $ 6,681 Nine Months Ended September 30, 2016 NWHM Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Revenues: Home sales $ — $ 241,124 $ 5,157 $ — $ 246,281 Fee building — 125,881 — (155 ) 125,726 — 367,005 5,157 (155 ) 372,007 Cost of Sales: Home sales — 207,213 4,646 — 211,859 Fee building 1,506 118,557 — — 120,063 1,506 325,770 4,646 — 331,922 Gross Margin: Home sales — 33,911 511 — 34,422 Fee building (1,506 ) 7,324 — (155 ) 5,663 (1,506 ) 41,235 511 (155 ) 40,085 Selling and marketing expenses — (13,891 ) (686 ) — (14,577 ) General and administrative expenses (10,032 ) (7,444 ) — — (17,476 ) Equity in net income of unconsolidated joint ventures — 4,428 — — 4,428 Equity in net income of subsidiaries 14,678 — — (14,678 ) — Other income (expense), net (61 ) (542 ) (142 ) 155 (590 ) Income (loss) before income taxes 3,079 23,786 (317 ) (14,678 ) 11,870 Benefit (provision) for income taxes 4,163 (8,881 ) — — (4,718 ) Net income (loss) 7,242 14,905 (317 ) (14,678 ) 7,152 Net loss attributable to noncontrolling interest in subsidiary — — 90 — 90 Net income (loss) attributable to The New Home Company Inc. $ 7,242 $ 14,905 $ (227 ) $ (14,678 ) $ 7,242 SUPPLEMENTAL CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2017 NWHM Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Net cash used in operating activities $ (20,466 ) $ (135,368 ) $ (65 ) $ (4,421 ) $ (160,320 ) Investing activities: Purchases of property and equipment (46 ) (99 ) — — (145 ) Cash assumed from joint venture at consolidation — 995 — — 995 Contributions and advances to unconsolidated joint ventures — (21,296 ) — — (21,296 ) Contributions to subsidiaries from corporate (207,849 ) — — 207,849 — Distributions of capital from subsidiaries 50,759 — — (50,759 ) — Distributions of capital from unconsolidated joint ventures — 13,650 — — 13,650 Interest collected on advances to unconsolidated joint ventures $ — $ 468 $ — $ — $ 468 Net cash used in investing activities $ (157,136 ) $ (6,282 ) $ — $ 157,090 $ (6,328 ) Financing activities: Proceeds from senior notes 324,465 — — — 324,465 Borrowings from credit facility 72,000 — — — 72,000 Repayments of credit facility (190,000 ) — — — (190,000 ) Payment of debt issuance costs (7,382 ) — — — (7,382 ) Contributions to subsidiaries from corporate — 207,849 — (207,849 ) — Distributions to corporate from subsidiaries — (55,180 ) — 55,180 — Minimum tax withholding paid on behalf of employees for stock awards (590 ) — — — (590 ) Proceeds from exercise of stock options 102 — — — 102 Net cash provided by financing activities $ 198,595 $ 152,669 $ — $ (152,669 ) $ 198,595 Net increase (decrease) in cash and cash equivalents 20,993 11,019 (65 ) — 31,947 Cash and cash equivalents – beginning of period 16,385 13,842 269 — 30,496 Cash and cash equivalents – end of period $ 37,378 $ 24,861 $ 204 $ — $ 62,443 Nine Months Ended September 30, 2016 NWHM Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Net cash (used in) provided by operating activities $ (16,393 ) $ (122,367 ) $ 3,293 $ (11,227 ) $ (146,694 ) Investing activities: Purchases of property and equipment (175 ) (204 ) — — (379 ) Cash assumed from joint venture at consolidation — 2,009 — — 2,009 Contributions and advances to unconsolidated joint ventures — (7,707 ) — — (7,707 ) Contributions to subsidiaries from corporate (179,004 ) — — 179,004 — Distributions of capital from subsidiaries 41,573 725 — (42,298 ) — Distributions of capital and repayment of advances to unconsolidated joint ventures — 13,977 — — 13,977 Net cash (used in) provided by investing activities $ (137,606 ) $ 8,800 $ — $ 136,706 $ 7,900 Financing activities: Borrowings from senior notes and credit facility 193,000 — — — 193,000 Repayments of credit facility (38,000 ) — — — (38,000 ) Borrowings from other notes payable — — 343 — 343 Repayments of other notes payable — (13,135 ) (2,501 ) — (15,636 ) Payment of debt issuance costs (1,064 ) — — — (1,064 ) Cash distributions to noncontrolling interest in subsidiary — — (725 ) — (725 ) Contributions to subsidiaries from corporate — 179,004 — (179,004 ) — Distributions to corporate from subsidiaries — (52,800 ) (725 ) 53,525 — Minimum tax withholding paid on behalf of employees for stock awards (647 ) — — — (647 ) Excess income tax provision from stock-based compensation (97 ) — — — (97 ) Net cash provided by (used in) financing activities $ 153,192 $ 113,069 $ (3,608 ) $ (125,479 ) $ 137,174 Net decrease in cash and cash equivalents (807 ) (498 ) (315 ) — (1,620 ) Cash and cash equivalents – beginning of period 18,129 27,140 605 — 45,874 Cash and cash equivalents – end of period $ 17,322 $ 26,642 $ 290 $ — $ 44,254 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events On October 23, 2017, the Company acquired the remaining outside equity interest of our TNHC Tidelands LLC ("Tidelands") unconsolidated joint venture. TNHC Tidelands 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 Tidelands Project is a wholly owned active selling community of the Company. |
Organization and Summary of S25
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts have been eliminated upon consolidation. The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 . The accompanying unaudited condensed financial statements include all adjustments (consisting of normal recurring entries) necessary for the fair presentation of our results for the interim period presented. Results for the interim period are not necessarily indicative of the results to be expected for the full year. Unless the context otherwise requires, the terms “we”, “us”, “our” and “the Company” refer to the Company and its wholly owned subsidiaries, on a consolidated basis. |
Use of Estimates | 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 condensed consolidated financial statements and notes. Accordingly, actual results could differ materially from these estimates. |
Reclassifications | |
Segment Reporting | 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 | 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. |
Restricted Cash | Restricted Cash Restricted cash of $0.2 million and $0.6 million as of September 30, 2017 and December 31, 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 | 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 non-refundable 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 deemed impaired and 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, the level of time sensitive costs (such as indirect construction, overhead and carrying costs), and selling and marketing costs (such as model maintenance costs and advertising costs). Depending on the underlying objective of the project, assumptions could have a significant impact on the projected cash flow analysis. For example, if our objective is to preserve operating margins, our cash flow analysis will be different than if the objective is to increase 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 that is recorded in our results of operations. For the nine months ended September 30, 2017, we recorded an impairment charge of $1.3 million relating to one community in Southern California. For additional detail regarding the impairment charge, please see Note 4. |
Capitalization of Interest | 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 | 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 respective homes are closed under the full accrual method. Home sales and other real estate sales are closed when all conditions of escrow are met, including delivery of the home or other real estate asset, title 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 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 revenue. 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 | 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 non-refundable deposit paid to an entity may be deemed to be a variable interest that will absorb some or all of the entity’s expected losses if they occur. Our land purchase and lot option deposits generally represent our maximum exposure to the land seller if we elect not to purchase the optioned property. In some instances, we may also expend funds for due diligence, development and construction activities with respect to optioned land prior to takedown. Such costs are classified as real estate inventories, which we would have to write off should we not exercise the option. Therefore, whenever we enter into a land option or purchase contract with an entity and make a non-refundable deposit, a VIE may have been created. As of September 30, 2017 and December 31, 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 | 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. |
Investments in and Advances to Unconsolidated Joint Ventures | 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 September 30, 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 three and nine months ended September 30, 2017 and 2016 , no impairments related to investment in and advances to unconsolidated joint ventures were recorded. |
Selling and Marketing Expense | Selling and Marketing Expense Selling and marketing costs incurred to sell real estate projects are capitalized to other assets in the accompanying condensed 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. All other selling and marketing costs, such as commissions and advertising, are expensed in the period incurred and included in selling and marketing expense in the accompanying condensed consolidated statements of operations. |
Warranty Accrual | 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 condensed consolidated balance sheets and adjustments to our warranty accrual are recorded through cost of sales. |
Contracts and Accounts Receivable | 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 condensed consolidated balance sheets. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and included in other assets in the accompanying condensed 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. |
Income Taxes | 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. 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. Our assessment considers, among other things, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, the duration of statutory carryforward periods, our utilization experience with operating loss and tax credit carryforwards and the planning alternatives, to the extent these items are applicable. The Company classifies any interest and penalties related to income taxes assessed 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. |
Stock-Based Compensation | 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. 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 condensed consolidated statement of cash flows. |
Recently Issued Accounting Standards | 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, and at that time, 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. In anticipation of this adoption, we have developed an implementation plan and are working to identify significant changes to our financial statements and accounting policies. At this time, we do not believe the adoption of ASU 2014-09 will have a material impact on the amount of our revenues. We will continue to evaluate the impact that adoption of ASU 2014-09 will have on the timing of recognition of our revenues. Although we are still evaluating the accounting for selling and marketing costs under the new standard, adoption of ASU 2014-09 may impact the timing of recognition and classification of certain capitalized selling and marketing costs we incur to obtain sales contracts from our customers. Currently, these costs are capitalized and amortized to selling and marketing expenses as homes are delivered. Upon adoption of ASU 2014-09, portions of these costs directly attributable to a home that are determined to be recoverable, may be reclassified. The adoption of ASU 2014-09 by our unconsolidated joint ventures may impact the timing of recognition of income or loss allocations from these entities. We continue to evaluate the impact the adoption may have on other aspects of our business and on our consolidated financial statements and 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 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 copiers or printers 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. We are evaluating the impact of ASU 2016-02 and the potential effects it will have on our consolidated 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 condensed 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, and early adoption is permitted. We do not expect the adoption of ASU 2016-15 to have a material effect on our consolidated financial statements and disclosures. 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. Early adoption is permitted. The guidance is not expected to have a material impact on our consolidated financial statements. 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. Early adoption is permitted for transactions, including acquisitions or dispositions, which occurred before the issuance date or effective date of the standard if the transactions were not reported in financial statements that have been issued or made available for issuance. The adoption of ASU 2017-01 is not expected to have a material effect on the Company’s consolidated 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 interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, but entities are required to adopt ASU 2017-05 at the same time they adopt ASU 2014-09. 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 are still evaluating the effects ASU 2017-05 will have on our consolidated financial statements. We expect that adoption may decrease our accrued expenses and other liabilities due to certain non-financial assets that were previously exchanged for a noncontrolling interest in an unconsolidated joint venture. 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. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. The adoption of ASU 2017-09 is not expected to have a material impact on our consolidated financial statements. |
Computation of Earnings Per S26
Computation of Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of components used in the computation of basic and diluted earnings per share | The following table sets forth the components used in the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2017 and 2016 : Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (Dollars in thousands, except per share amounts) Numerator: Net income attributable to The New Home Company Inc. $ 4,318 $ 5,547 $ 6,681 $ 7,242 Denominator: Basic weighted-average shares outstanding 20,876,315 20,711,952 20,839,507 20,675,233 Effect of dilutive shares: Stock options and unvested restricted stock units 123,358 85,779 109,992 89,247 Diluted weighted-average shares outstanding 20,999,673 20,797,731 20,949,499 20,764,480 Basic earnings per share attributable to The New Home Company Inc. $ 0.21 $ 0.27 $ 0.32 $ 0.35 Diluted earnings per share attributable to The New Home Company Inc. $ 0.21 $ 0.27 $ 0.32 $ 0.35 Antidilutive stock options and unvested restricted stock units not included in diluted earnings per share 831,270 845,331 838,572 866,139 |
Contracts and Accounts Receiv27
Contracts and Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Schedule of contracts and accounts receivables | Contracts and accounts receivable consist of the following: September 30, December 31, 2017 2016 (Dollars in thousands) Contracts receivable: Costs incurred on fee building projects $ 141,633 $ 178,103 Estimated earnings 4,474 8,404 146,107 186,507 Less: amounts collected during the period (134,400 ) (162,203 ) Contracts receivable $ 11,707 $ 24,304 Contracts receivable: Billed $ — $ — Unbilled 11,707 24,304 11,707 24,304 Accounts receivable: Escrow receivables 2,666 3,385 Other receivables 73 144 Contracts and accounts receivable $ 14,446 $ 27,833 |
Real Estate Inventories and C28
Real Estate Inventories and Capitalized Interest (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Real Estate [Abstract] | |
Asset Impairment Charges [Text Block] | The following table summarizes inventory impairments recorded during the three and nine months ended September 30, 2017 and 2016 : Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (Dollars in Thousands) Inventory impairments: Home sales $ — $ — $ 1,300 $ — Total inventory impairments $ — $ — $ 1,300 $ — Remaining carrying value of inventory impaired at period end $ — $ — $ 11,310 $ — Number of projects impaired during the period — — 1 — Total number of projects subject to periodic impairment review during the year (1) 26 24 26 24 (1) Represents the peak number of real estate projects that we had during each respective period. The number of projects outstanding at the end of each period may be less than the number of projects listed herein. |
Summary of real estate inventories | Real estate inventories are summarized as follows: September 30, December 31, 2017 2016 (Dollars in thousands) Deposits and pre-acquisition costs $ 41,262 $ 38,723 Land held and land under development 75,179 98,596 Homes completed or under construction 336,229 93,628 Model homes 25,871 55,981 $ 478,541 $ 286,928 |
Summary of interest incurred, capitalized, and expensed | For the three and nine months ended September 30, 2017 and 2016 interest incurred, capitalized and expensed was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (Dollars in thousands) Interest incurred $ 6,780 $ 2,273 $ 15,217 $ 5,243 Interest capitalized to inventory (6,232 ) (2,273 ) (13,982 ) (5,243 ) Interest capitalized to investments in unconsolidated joint ventures (548 ) — (1,235 ) — Interest expensed $ — $ — $ — $ — Capitalized interest in beginning inventory $ 10,821 $ 5,449 $ 6,342 $ 4,190 Interest capitalized as a cost of inventory 6,232 2,273 13,982 5,243 Capitalized interest acquired from unconsolidated joint venture at consolidation 76 — 76 — Previously capitalized interest included in cost of sales (2,448 ) (1,306 ) (5,719 ) (3,017 ) Capitalized interest in ending inventory $ 14,681 $ 6,416 14,681 6,416 Capitalized interest in beginning investment in unconsolidated joint ventures 687 — — — Interest capitalized to investments in unconsolidated joint ventures 548 — 1,235 — Capitalized interest transferred from investment in unconsolidated joint venture to inventory upon consolidation (76 ) — (76 ) — Previously capitalized interest included in equity in net income of unconsolidated joint ventures (5 ) — (5 ) — Capitalized interest in ending investments in unconsolidated joint ventures 1,154 — 1,154 — Total capitalized interest in ending inventory and investments in unconsolidated joint ventures $ 15,835 $ 6,416 $ 15,835 $ 6,416 Capitalized interest as a percentage of inventory 3.1 % 1.7 % 3.1 % 1.7 % Interest included in cost of sales as a percentage of home sales revenue 2.1 % 1.0 % 2.0 % 1.2 % Capitalized interest as a percentage of investments in and advances to unconsolidated joint ventures 2.0 % — % 2.0 % — % |
Investments in and advances t29
Investments in and advances to unconsolidated joint ventures (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of summarized financial information of unconsolidated joint ventures | The condensed combined balance sheets for our unconsolidated joint ventures accounted for under the equity method are as follows: September 30, December 31, 2017 2016 (Dollars in thousands) Cash and cash equivalents $ 27,380 $ 33,683 Restricted cash 15,003 8,374 Real estate inventories 409,633 386,487 Other assets 3,283 1,664 Total assets $ 455,299 $ 430,208 Accounts payable and accrued liabilities $ 34,452 $ 28,706 Notes payable 89,664 97,664 Total liabilities 124,116 126,370 The New Home Company's equity 50,593 46,857 Other partners' equity 280,590 256,981 Total equity 331,183 303,838 Total liabilities and equity $ 455,299 $ 430,208 Debt-to-capitalization ratio 21.3 % 24.3 % Debt-to-equity ratio 27.1 % 32.1 % The condensed combined statements of operations for our unconsolidated joint ventures accounted for under the equity method are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (Dollars in thousands) Revenues $ 45,889 $ 34,464 $ 107,680 $ 146,525 Cost of sales and expenses 45,463 32,047 108,772 130,147 Net income (loss) of unconsolidated joint ventures $ 426 $ 2,417 $ (1,092 ) $ 16,378 Equity in net income of unconsolidated joint ventures reflected in the accompanying consolidated statements of operations $ 99 $ 488 $ 606 $ 4,428 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Other Assets [Abstract] | |
Schedule of other assets | Other assets consist of the following: September 30, December 31, 2017 2016 (Dollars in thousands) Capitalized selling and marketing costs (1) $ 12,539 $ 10,101 Deferred tax asset, net 8,488 8,434 Property and equipment, net of accumulated depreciation 658 857 Prepaid expenses 3,411 1,907 $ 25,096 $ 21,299 (1) The Company amortized $1.8 million , $5.1 million , $1.6 million , and $4.0 million of capitalized selling and marketing project costs to selling and marketing expenses during the three and nine months ended September 30, 2017 and 2016 , respectively. |
Accrued Expenses and Other Li31
Accrued Expenses and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities and other liabilities | Accrued expenses and other liabilities consist of the following: September 30, December 31, 2017 2016 (Dollars in thousands) Warranty accrual $ 5,531 $ 4,931 Accrued compensation and benefits 5,284 6,786 Accrued interest 13,076 648 Completion reserve 2,258 1,355 Income taxes payable 1,669 7,147 Deferred profit from unconsolidated joint ventures 396 957 Other accrued expenses 2,470 1,594 $ 30,684 $ 23,418 |
Schedule of changes in warranty accrual | Changes in our warranty accrual are detailed in the table set forth below: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (Dollars in thousands) Beginning warranty accrual for homebuilding projects $ 5,076 $ 4,874 $ 4,608 $ 3,846 Warranty provision for homebuilding projects 411 369 1,013 1,174 Warranty assumed from joint venture at consolidation — — 358 469 Adjustment to warranty accrual — (1,065 ) — (1,065 ) Warranty payments for homebuilding projects (279 ) (168 ) (771 ) (414 ) Ending warranty accrual for homebuilding projects 5,208 4,010 5,208 4,010 Beginning warranty accrual for fee building projects 323 331 323 335 Warranty provision for fee building projects — — — — Warranty efforts for fee building projects — (6 ) — (10 ) Ending warranty accrual for fee building projects 323 325 323 325 Total ending warranty accrual $ 5,531 $ 4,335 $ 5,531 $ 4,335 |
Senior Notes and Unsecured Re32
Senior Notes and Unsecured Revolving Credit Facility (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Notes payable consisted of the following: September 30, December 31, 2017 2016 (Dollars in thousands) 7.25% Senior Notes due 2022, net $ 318,452 $ — Senior unsecured revolving credit facility — 118,000 Total Notes Payable $ 318,452 $ 118,000 |
Fair Value Disclosures Fair Val
Fair Value Disclosures Fair Value Disclosure (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block] | The following table presents an estimated fair value of the Company's senior notes. The estimated value is based on Level 2 inputs, which primarily reflect estimated prices for our Notes obtained from outside pricing sources. September 30, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value (dollars in thousands) 7.25% Senior Notes due 2022, net (1) $ 318,452 $ 335,563 $ — $ — (1) The carrying value for the Senior Notes, as presented, is net of the unamortized discount of $2.3 million , unamortized premium of $1.9 million , and $6.1 million of debt issuance costs. The unamortized discount, unamortized premium and debt issuance costs are not factored into the estimated fair value. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of common stock option activity | A summary of the Company’s common stock option activity as of and for the nine months ended September 30, 2017 and 2016 is presented below: Nine Months Ended September 30, 2017 2016 Number of Shares Weighted-Average Exercise Price per Share Number of Shares Weighted-Average Exercise Price per Share Stock Option Activity Outstanding, beginning of period 835,786 $ 11.00 840,298 $ 11.00 Granted — $ — — $ — Exercised (9,288 ) $ 11.00 — $ — Forfeited — $ — (4,512 ) $ 11.00 Outstanding, end of period 826,498 $ 11.00 835,786 $ 11.00 Exercisable, end of period 826,498 $ 11.00 44,442 $ 11.00 |
Summary of restricted stock units | A summary of the Company’s restricted stock unit activity as of and for the nine months ended September 30, 2017 and 2016 is presented below: Nine Months Ended September 30, 2017 2016 Number of Shares Weighted-Average Grant-Date Fair Value per Share Number of Shares Weighted-Average Grant-Date Fair Value per Share Restricted Stock Unit Activity Outstanding, beginning of period 474,989 $ 10.66 308,386 $ 14.20 Granted 343,933 $ 10.84 414,045 $ 10.05 Vested (211,131 ) $ 10.75 (231,289 ) $ 14.22 Forfeited (26,194 ) $ 10.82 (11,796 ) $ 12.10 Outstanding, end of period 581,597 $ 10.72 479,346 $ 10.66 |
Summary of stock-based compensation expense | The expense related to the Company's stock-based compensation programs, included in general and administrative expense in the accompanying condensed consolidated statements of operations, was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (Dollars in thousands) Expense related to: Stock options $ — $ 300 $ 11 $ 747 Restricted stock units 780 560 2,075 1,855 $ 780 $ 860 $ 2,086 $ 2,602 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of financial information related to reportable segments | Financial information relating to reportable segments was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (Dollars in thousands) Revenues: Homebuilding $ 114,622 $ 125,142 $ 280,957 $ 246,281 Fee building, including management fees 43,309 52,761 146,107 125,726 Total $ 157,931 $ 177,903 $ 427,064 $ 372,007 Income before income taxes: Homebuilding $ 5,473 $ 7,113 $ 6,365 $ 6,207 Fee building, including management fees 1,501 1,929 4,474 5,663 Total $ 6,974 $ 9,042 $ 10,839 $ 11,870 September 30, December 31, 2017 2016 (Dollars in thousands) Assets: Homebuilding $ 625,300 $ 393,095 Fee building 12,807 26,041 Total $ 638,107 $ 419,136 |
Supplemental Disclosure of Ca36
Supplemental Disclosure of Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | The following table presents certain supplemental cash flow information: Nine Months Ended September 30, 2017 2016 (Dollars in thousands) Supplemental disclosures of cash flow information Interest paid, net of amounts capitalized $ — $ — Income taxes paid $ 9,700 $ 8,270 Supplemental disclosures of non-cash transactions Assets assumed from unconsolidated joint ventures $ 3,877 $ 46,811 Liabilities and equity assumed from unconsolidated joint ventures $ 4,872 $ 47,197 |
Supplemental Guarantor Inform37
Supplemental Guarantor Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Supplemental Guarantor Information [Abstract] | |
Supplemental Condensed Consolidating Balance Sheet [Table Text Block] | September 30, 2017 NWHM Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Assets Cash and cash equivalents $ 37,378 $ 24,861 $ 204 $ — $ 62,443 Restricted cash — 213 — — 213 Contracts and accounts receivable 20 15,609 6 (1,189 ) 14,446 Intercompany receivables 108,012 — — (108,012 ) — Due from affiliates — 554 — — 554 Real estate inventories — 478,541 — — 478,541 Investment in and advances to unconsolidated joint ventures — 56,814 — — 56,814 Investment in subsidiaries 429,469 — — (429,469 ) — Other assets 10,222 14,874 — — 25,096 Total assets $ 585,101 $ 591,466 $ 210 $ (538,670 ) $ 638,107 Liabilities and equity Accounts payable $ 270 $ 35,808 $ — $ — $ 36,078 Accrued expenses and other liabilities 13,577 18,189 107 (1,189 ) 30,684 Intercompany payables — 108,012 — (108,012 ) — Senior notes, net 318,452 — — — 318,452 Total liabilities 332,299 162,009 107 (109,201 ) 385,214 Stockholders' equity 252,802 429,457 12 (429,469 ) 252,802 Noncontrolling interest in subsidiary — — 91 — 91 Total equity 252,802 429,457 103 (429,469 ) 252,893 Total liabilities and equity $ 585,101 $ 591,466 $ 210 $ (538,670 ) $ 638,107 December 31, 2016 NWHM Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Assets Cash and cash equivalents $ 16,385 $ 13,842 $ 269 $ — $ 30,496 Restricted cash — 585 — — 585 Contracts and accounts receivable 30 29,774 — (1,971 ) 27,833 Intercompany receivables 73,972 — — (73,972 ) — Due from affiliates — 1,138 — — 1,138 Real estate inventories — 286,928 — — 286,928 Investment in and advances to unconsolidated joint ventures — 50,857 — — 50,857 Investment in subsidiaries 268,411 — — (268,411 ) — Other assets 9,381 11,918 — — 21,299 Total assets $ 368,179 $ 395,042 $ 269 $ (344,354 ) $ 419,136 Liabilities and equity Accounts payable $ 167 $ 32,900 $ 27 $ — $ 33,094 Accrued expenses and other liabilities 5,489 19,763 108 (1,942 ) 23,418 Intercompany payables — 73,972 — (73,972 ) — Due to affiliates — 29 — (29 ) — Unsecured revolving credit facility 118,000 — — — 118,000 Total liabilities 123,656 126,664 135 (75,943 ) 174,512 Stockholders' equity 244,523 268,378 33 (268,411 ) 244,523 Noncontrolling interest in subsidiary — — 101 — 101 Total equity 244,523 268,378 $ 134 (268,411 ) 244,624 Total liabilities and equity $ 368,179 $ 395,042 $ 269 $ (344,354 ) $ 419,136 |
Supplemental Condensed Consolidating Statement of Operations [Table Text Block] | Three Months Ended September 30, 2017 NWHM Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Revenues: Home sales $ — $ 114,622 $ — $ — $ 114,622 Fee building — 43,309 — — 43,309 — 157,931 — — 157,931 Cost of Sales: Home sales — 95,992 — — 95,992 Fee building 364 41,444 — — 41,808 364 137,436 — — 137,800 Gross Margin: Home sales — 18,630 — — 18,630 Fee building (364 ) 1,865 — — 1,501 (364 ) 20,495 — — 20,131 Selling and marketing expenses — (6,860 ) — — (6,860 ) General and administrative expenses (350 ) (6,115 ) — — (6,465 ) Equity in net income of unconsolidated joint ventures — 99 — — 99 Equity in net income of subsidiaries 4,695 — — (4,695 ) — Other income (expense), net 127 (58 ) — — 69 Income before income taxes 4,108 7,561 — (4,695 ) 6,974 Benefit (provision) for income taxes 210 (2,866 ) — — (2,656 ) Net income 4,318 4,695 — (4,695 ) 4,318 Net (income) loss attributable to noncontrolling interest in subsidiary — — — — — Net income attributable to The New Home Company Inc. $ 4,318 $ 4,695 $ — $ (4,695 ) $ 4,318 Three Months Ended September 30, 2016 NWHM Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Revenues: Home sales $ — $ 125,142 $ — $ — $ 125,142 Fee building — 52,761 — — 52,761 — 177,903 — — 177,903 Cost of Sales: Home sales — 105,791 8 — 105,799 Fee building 540 50,292 — — 50,832 540 156,083 8 — 156,631 Gross Margin: Home sales — 19,351 (8 ) — 19,343 Fee building (540 ) 2,469 — — 1,929 (540 ) 21,820 (8 ) — 21,272 Selling and marketing expenses — (6,053 ) (2 ) — (6,055 ) General and administrative expenses (3,566 ) (2,902 ) — — (6,468 ) Equity in net income of unconsolidated joint ventures — 488 — — 488 Equity in net income of subsidiaries 8,230 — — (8,230 ) — Other income (expense), net (22 ) (173 ) — — (195 ) Income (loss) before income taxes 4,102 13,180 (10 ) (8,230 ) 9,042 Benefit (provision) for income taxes 1,445 (4,910 ) — — (3,465 ) Net income (loss) 5,547 8,270 (10 ) (8,230 ) 5,577 Net income attributable to noncontrolling interest in subsidiary — — (30 ) — (30 ) Net income (loss) attributable to The New Home Company Inc. $ 5,547 $ 8,270 $ (40 ) $ (8,230 ) $ 5,547 Nine Months Ended September 30, 2017 NWHM Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Revenues: Home sales $ — $ 280,957 $ — $ — $ 280,957 Fee building — 146,107 — — 146,107 — 427,064 — — 427,064 Cost of Sales: Home sales — 238,514 31 — 238,545 Home sales impairments — 1,300 — — 1,300 Fee building 1,449 140,184 — — 141,633 1,449 379,998 31 — 381,478 Gross Margin: Home sales — 41,143 (31 ) — 41,112 Fee building (1,449 ) 5,923 — — 4,474 (1,449 ) 47,066 (31 ) — 45,586 Selling and marketing expenses — (18,237 ) — — (18,237 ) General and administrative expenses (1,504 ) (15,646 ) — — (17,150 ) Equity in net income of unconsolidated joint ventures — 606 — — 606 Equity in net income of subsidiaries 8,389 — — (8,389 ) — Other income (expense), net 171 (137 ) — — 34 Income (loss) before income taxes 5,607 13,652 (31 ) (8,389 ) 10,839 Benefit (provision) for income taxes 1,074 (5,242 ) — — (4,168 ) Net income (loss) 6,681 8,410 (31 ) (8,389 ) 6,671 Net loss attributable to noncontrolling interest in subsidiary — — 10 — 10 Net income (loss) attributable to The New Home Company Inc. $ 6,681 $ 8,410 $ (21 ) $ (8,389 ) $ 6,681 Nine Months Ended September 30, 2016 NWHM Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Revenues: Home sales $ — $ 241,124 $ 5,157 $ — $ 246,281 Fee building — 125,881 — (155 ) 125,726 — 367,005 5,157 (155 ) 372,007 Cost of Sales: Home sales — 207,213 4,646 — 211,859 Fee building 1,506 118,557 — — 120,063 1,506 325,770 4,646 — 331,922 Gross Margin: Home sales — 33,911 511 — 34,422 Fee building (1,506 ) 7,324 — (155 ) 5,663 (1,506 ) 41,235 511 (155 ) 40,085 Selling and marketing expenses — (13,891 ) (686 ) — (14,577 ) General and administrative expenses (10,032 ) (7,444 ) — — (17,476 ) Equity in net income of unconsolidated joint ventures — 4,428 — — 4,428 Equity in net income of subsidiaries 14,678 — — (14,678 ) — Other income (expense), net (61 ) (542 ) (142 ) 155 (590 ) Income (loss) before income taxes 3,079 23,786 (317 ) (14,678 ) 11,870 Benefit (provision) for income taxes 4,163 (8,881 ) — — (4,718 ) Net income (loss) 7,242 14,905 (317 ) (14,678 ) 7,152 Net loss attributable to noncontrolling interest in subsidiary — — 90 — 90 Net income (loss) attributable to The New Home Company Inc. $ 7,242 $ 14,905 $ (227 ) $ (14,678 ) $ 7,242 |
Supplemental Condensed Consolidated Statement of Cash Flows [Table Text Block] | Nine Months Ended September 30, 2017 NWHM Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Net cash used in operating activities $ (20,466 ) $ (135,368 ) $ (65 ) $ (4,421 ) $ (160,320 ) Investing activities: Purchases of property and equipment (46 ) (99 ) — — (145 ) Cash assumed from joint venture at consolidation — 995 — — 995 Contributions and advances to unconsolidated joint ventures — (21,296 ) — — (21,296 ) Contributions to subsidiaries from corporate (207,849 ) — — 207,849 — Distributions of capital from subsidiaries 50,759 — — (50,759 ) — Distributions of capital from unconsolidated joint ventures — 13,650 — — 13,650 Interest collected on advances to unconsolidated joint ventures $ — $ 468 $ — $ — $ 468 Net cash used in investing activities $ (157,136 ) $ (6,282 ) $ — $ 157,090 $ (6,328 ) Financing activities: Proceeds from senior notes 324,465 — — — 324,465 Borrowings from credit facility 72,000 — — — 72,000 Repayments of credit facility (190,000 ) — — — (190,000 ) Payment of debt issuance costs (7,382 ) — — — (7,382 ) Contributions to subsidiaries from corporate — 207,849 — (207,849 ) — Distributions to corporate from subsidiaries — (55,180 ) — 55,180 — Minimum tax withholding paid on behalf of employees for stock awards (590 ) — — — (590 ) Proceeds from exercise of stock options 102 — — — 102 Net cash provided by financing activities $ 198,595 $ 152,669 $ — $ (152,669 ) $ 198,595 Net increase (decrease) in cash and cash equivalents 20,993 11,019 (65 ) — 31,947 Cash and cash equivalents – beginning of period 16,385 13,842 269 — 30,496 Cash and cash equivalents – end of period $ 37,378 $ 24,861 $ 204 $ — $ 62,443 Nine Months Ended September 30, 2016 NWHM Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Net cash (used in) provided by operating activities $ (16,393 ) $ (122,367 ) $ 3,293 $ (11,227 ) $ (146,694 ) Investing activities: Purchases of property and equipment (175 ) (204 ) — — (379 ) Cash assumed from joint venture at consolidation — 2,009 — — 2,009 Contributions and advances to unconsolidated joint ventures — (7,707 ) — — (7,707 ) Contributions to subsidiaries from corporate (179,004 ) — — 179,004 — Distributions of capital from subsidiaries 41,573 725 — (42,298 ) — Distributions of capital and repayment of advances to unconsolidated joint ventures — 13,977 — — 13,977 Net cash (used in) provided by investing activities $ (137,606 ) $ 8,800 $ — $ 136,706 $ 7,900 Financing activities: Borrowings from senior notes and credit facility 193,000 — — — 193,000 Repayments of credit facility (38,000 ) — — — (38,000 ) Borrowings from other notes payable — — 343 — 343 Repayments of other notes payable — (13,135 ) (2,501 ) — (15,636 ) Payment of debt issuance costs (1,064 ) — — — (1,064 ) Cash distributions to noncontrolling interest in subsidiary — — (725 ) — (725 ) Contributions to subsidiaries from corporate — 179,004 — (179,004 ) — Distributions to corporate from subsidiaries — (52,800 ) (725 ) 53,525 — Minimum tax withholding paid on behalf of employees for stock awards (647 ) — — — (647 ) Excess income tax provision from stock-based compensation (97 ) — — — (97 ) Net cash provided by (used in) financing activities $ 153,192 $ 113,069 $ (3,608 ) $ (125,479 ) $ 137,174 Net decrease in cash and cash equivalents (807 ) (498 ) (315 ) — (1,620 ) Cash and cash equivalents – beginning of period 18,129 27,140 605 — 45,874 Cash and cash equivalents – end of period $ 17,322 $ 26,642 $ 290 $ — $ 44,254 |
Organization and Summary of S38
Organization and Summary of Significant Accounting Policies - Additional Disclosures (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Home sales impairments | $ 0 | $ 0 | $ 1,300 | $ 0 | |
Number of Projects Impaired | 0 | 0 | 1 | 0 | |
Restricted cash | $ 213 | $ 213 | $ 585 | ||
Noncontrolling interest in subsidiary | 91 | 91 | 101 | ||
Impairments related to investment in unconsolidated joint ventures | 0 | $ 0 | 0 | $ 0 | |
Allowance for doubtful contracts and accounts receivable | $ 0 | $ 0 | $ 0 | ||
Maximum [Member] | |||||
Equity Method Investment, Ownership Percentage | 35.00% | 35.00% |
Organization and Summary of S39
Organization and Summary of Significant Accounting Policies - Major Customer Revenue (Details) - Fee Building Segment [Member] - Customer Concentration Risk [Member] - customer | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Sales Revenue [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, number of customers | 1 | 1 | 1 | 1 | |
Concentration Risk, Percentage | 97.00% | 97.00% | 97.00% | 95.00% | |
Contracts and Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, number of customers | 1 | 1 | |||
Concentration Risk, Percentage | 81.00% | 87.00% |
Computation of Earnings Per S40
Computation of Earnings Per Share - Computation of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Net income attributable to The New Home Company Inc. | $ 4,318 | $ 5,547 | $ 6,681 | $ 7,242 |
Denominator: | ||||
Basic weighted-average shares outstanding | 20,876,315 | 20,711,952 | 20,839,507 | 20,675,233 |
Stock options and unvested restricted stock units | 123,358 | 85,779 | 109,992 | 89,247 |
Diluted weighted-average shares outstanding | 20,999,673 | 20,797,731 | 20,949,499 | 20,764,480 |
Basic earnings per share attributable to The New Home Company Inc. | $ 0.21 | $ 0.27 | $ 0.32 | $ 0.35 |
Diluted earnings per share attributable to The New Home Company Inc. | $ 0.21 | $ 0.27 | $ 0.32 | $ 0.35 |
Antidilutive stock options and unvested restricted stock units not included in diluted earnings per share | 831,270 | 845,331 | 838,572 | 866,139 |
Contracts and Accounts Receiv41
Contracts and Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Contracts Receivable: | ||
Costs incurred on fee building projects | $ 141,633 | $ 178,103 |
Estimated earnings | 4,474 | 8,404 |
Contracts receivable, before collections | 146,107 | 186,507 |
Less: amounts collected during the period | (134,400) | (162,203) |
Total contracts receivable | 11,707 | 24,304 |
Billed | 0 | 0 |
Unbilled | 11,707 | 24,304 |
Other receivables | ||
Escrow receivables | 2,666 | 3,385 |
Other receivables | 73 | 144 |
Contracts and accounts receivable | 14,446 | 27,833 |
Accounts payable related to costs incurred under fee building contracts | $ 10,600 | $ 22,800 |
Real Estate Inventories and C42
Real Estate Inventories and Capitalized Interest (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Deposits and pre-acquisition costs | $ 41,262 | $ 38,723 |
Land held and land under development | 75,179 | 98,596 |
Homes completed or under construction | 336,229 | 93,628 |
Model homes | 25,871 | 55,981 |
Real estate inventories | 478,541 | 286,928 |
Deposits and pre-acquisition costs, refundable | $ 100 | $ 4,100 |
Real Estate Inventories and C43
Real Estate Inventories and Capitalized Interest - Interest Incurred, Capitalized, and Expensed (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Real Estate [Abstract] | ||||
Interest incurred | $ 6,780 | $ 2,273 | $ 15,217 | $ 5,243 |
Interest capitalized to inventory | (6,232) | (2,273) | (13,982) | (5,243) |
Interest Capitalized to Investments in Unconsolidated Joint Ventures | (548) | 0 | (1,235) | 0 |
Interest expense | 0 | 0 | 0 | 0 |
Capitalized Interest [Roll Forward] | ||||
Capitalized interest in beginning inventory | 10,821 | 5,449 | 6,342 | 4,190 |
Interest capitalized as a cost of inventory | 6,232 | 2,273 | 13,982 | 5,243 |
Capitalized interest acquired from unconsolidated joint venture at consolidation | 76 | 0 | 76 | 0 |
Previously capitalized interest included in cost of sales | (2,448) | (1,306) | (5,719) | (3,017) |
Capitalized interest in ending inventory | 14,681 | 6,416 | 14,681 | 6,416 |
Capitalized Interest in Beginning Investments in Unconsolidated Joint Ventures | 687 | 0 | 0 | 0 |
Interest Capitalized to Investments in Unconsolidated Joint Ventures | 548 | 0 | 1,235 | 0 |
Capitalized Interest Transferred from Investment in Unconsolidated Joint Venture to Inventory Upon Consolidation | (76) | 0 | (76) | 0 |
Previously Capitalized Interest Included in Equity in Net Income of Unconsolidated Joint Ventures | (5) | 0 | (5) | 0 |
Capitalized Interest in Ending Investments in Unconsolidated Joint Ventures | 1,154 | 0 | 1,154 | 0 |
Capitalized Interest in Ending Inventory and Investments in Unconsolidated Joint Ventures | $ 15,835 | $ 6,416 | $ 15,835 | $ 6,416 |
Capitalized Interest as a Percentage of Inventory | 3.00% | 2.00% | 3.00% | 2.00% |
Interest included in cost of sales as a percentage of home sales revenue | 2.00% | 1.00% | 2.00% | 1.00% |
Capitalized Interest As A Percentage Of Investments In And Advances to Unconsolidated Joint Ventures | 2.00% | 0.00% | 2.00% | 0.00% |
Real Estate Inventories and C44
Real Estate Inventories and Capitalized Interest Inventory Impairments (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | ||
Inventory Impairments [Abstract] | |||||
Home sales impairments | $ 0 | $ 0 | $ 1,300 | $ 0 | |
Impairment of Real Estate | 0 | 0 | 1,300 | 0 | |
Remaining Carrying Value of Inventory Impaired | $ 0 | $ 0 | $ 11,310 | $ 0 | |
Number of Projects Impaired | 0 | 0 | 1 | 0 | |
Total number of projects subject to periodic impairment review during the year (1) | [1] | 26 | 24 | 26 | 24 |
[1] | (1) Represents the peak number of real estate projects that we had during each respective period. The number of projects outstanding at the end of each periodmay be less than the number of projects listed herein. |
Investments in and advances t45
Investments in and advances to unconsolidated joint ventures - Additional Disclosures (Details) $ in Thousands | Oct. 23, 2017USD ($) | Sep. 30, 2017USD ($)investment | Jun. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Sep. 30, 2017USD ($)investment | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)investment |
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of unconsolidated joint ventures with ownership interests | investment | 11 | 11 | 13 | ||||||
Advances to Affiliate | $ 5,100 | $ 5,100 | $ 4,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.25% | 7.25% | |||||||
Management fee revenue, unconsolidated joint ventures | $ 1,324 | $ 1,539 | $ 3,755 | $ 6,251 | |||||
Equity Method Investment, acquisition of partner's interest | $ 13,600 | 2,600 | $ 20,600 | ||||||
Equity in net income of unconsolidated joint ventures | $ 99 | $ 488 | $ 606 | $ 4,428 | |||||
Minimum [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Ownership percentage | 5.00% | 5.00% | |||||||
Maximum [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Ownership percentage | 35.00% | 35.00% | |||||||
Gain on Fair Value Remeasurement [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity in net income of unconsolidated joint ventures | $ 100 | $ 500 | |||||||
Gain on Joint Venture Closeout [Member] [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity in net income of unconsolidated joint ventures | $ 300 | $ 1,100 | |||||||
Interest Income on Note to Joint Venture [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% |
Investments in and advances t46
Investments in and advances to unconsolidated joint ventures - Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Equity Method Investments and Joint Ventures [Abstract] | ||
Cash and cash equivalents | $ 27,380 | $ 33,683 |
Restricted cash | 15,003 | 8,374 |
Real estate inventories | 409,633 | 386,487 |
Other assets | 3,283 | 1,664 |
Total assets | 455,299 | 430,208 |
Accounts payable and accrued liabilities | 34,452 | 28,706 |
Notes Payable | 89,664 | 97,664 |
Liabilities | 124,116 | 126,370 |
The Company's equity | 50,593 | 46,857 |
Other partners' equity | 280,590 | 256,981 |
Total equity | 331,183 | 303,838 |
Total liabilities and equity | $ 455,299 | $ 430,208 |
Ratio of indebtedness to capital of equity method investments | 21.30% | 24.30% |
Ratio of indebtedness to equity | 27.10% | 32.10% |
Investments in and advances t47
Investments in and advances to unconsolidated joint ventures - Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||||
Revenues | $ 45,889 | $ 34,464 | $ 107,680 | $ 146,525 |
Cost of Sales and Expenses | 45,463 | 32,047 | 108,772 | 130,147 |
Net income (loss) of unconsolidated joint ventures | 426 | 2,417 | (1,092) | 16,378 |
Equity in net income of unconsolidated joint ventures reflected in the accompanying consolidated statements of operations | $ 99 | $ 488 | $ 606 | $ 4,428 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | ||
Other Assets [Abstract] | ||||||
Capitalized selling and marketing costs | [1] | $ 12,539 | $ 12,539 | $ 10,101 | ||
Deferred tax asset, net | 8,488 | 8,488 | 8,434 | |||
Property, Plant and Equipment, Net | 658 | 658 | 857 | |||
Prepaid Expense | 3,411 | 3,411 | 1,907 | |||
Total other assets | 25,096 | 25,096 | $ 21,299 | |||
Capitalized Sales and Marketing Amortized | $ 1,800 | $ 1,600 | $ 5,100 | $ 4,000 | ||
[1] | (1)The Company amortized $1.8 million, $5.1 million, $1.6 million, and $4.0 million of capitalized selling and marketing project costs to selling and marketing expenses during the three and nine months ended September 30, 2017 and 2016, respectively. |
Accrued Expenses and Other Li49
Accrued Expenses and Other Liabilities - Schedule of Accrued Liabilities and Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 |
Payables and Accruals [Abstract] | |||
Warranty reserve | $ 5,531 | $ 4,931 | $ 4,335 |
Accrued compensation and benefits | 5,284 | 6,786 | |
Accrued interest | 13,076 | 648 | |
Completion Reserve | 2,258 | 1,355 | |
Income taxes payable | 1,669 | 7,147 | |
Deferred profit from unconsolidated joint ventures | 396 | 957 | |
Other accrued expenses | 2,470 | 1,594 | |
Total accrued expenses and other liabilities | $ 30,684 | $ 23,418 |
Accrued Expenses and Other Li50
Accrued Expenses and Other Liabilities - Changes in Warranty Accrual (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||
Beginning warranty liability | $ 4,931 | |||
Ending warranty liability | $ 5,531 | $ 4,335 | 5,531 | $ 4,335 |
Homebuilding Segment [Member] | ||||
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||
Beginning warranty liability | 5,076 | 4,874 | 4,608 | 3,846 |
Warranty provision | 411 | 369 | 1,013 | 1,174 |
Warranty provision assumed from joint venture at consolidation | 0 | 0 | 358 | 469 |
Adjustment to warranty accrual | 0 | (1,065) | 0 | (1,065) |
Warranty payments | (279) | (168) | (771) | (414) |
Ending warranty liability | 5,208 | 4,010 | 5,208 | 4,010 |
Fee Building Segment [Member] | ||||
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||
Beginning warranty liability | 323 | 331 | 323 | 335 |
Warranty provision | 0 | 0 | 0 | 0 |
Warranty payments | 0 | (6) | 0 | (10) |
Ending warranty liability | $ 323 | $ 325 | $ 323 | $ 325 |
Senior Notes and Unsecured Re51
Senior Notes and Unsecured Revolving Credit Facility - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
7.25% Senior Notes due 2022, net | $ 318,452 | [1] | $ 0 |
Senior unsecured revolving credit facility | 0 | 118,000 | |
Total Notes Payable | $ 318,452 | $ 118,000 | |
[1] | (1) The carrying value for the Senior Notes, as presented, is net of the unamortized discount of $2.3 million, unamortized premium of $1.9 million, and $6.1 million of debt issuance costs. The unamortized discount, unamortized premium and debt issuance costs are not factored into the estimated fair value. |
Senior Notes and Unsecured Re52
Senior Notes and Unsecured Revolving Credit Facility - Additional Disclosures (Details) $ in Thousands | 9 Months Ended | ||||
Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | May 04, 2017USD ($) | Mar. 17, 2017USD ($) | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |||||
Debt Instrument, Unamortized Discount | $ 2,300 | ||||
Debt Instrument, Unamortized Premium | 1,900 | ||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 6,100 | ||||
Unsecured revolving credit facility | 0 | $ 118,000 | |||
Long-term Debt | $ 318,452 | $ 118,000 | |||
Interest rate | 7.25% | ||||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 260,000 | $ 200,000 | |||
Interest rate at period end | 3.98% | ||||
Revolving Credit Facility [Member] | Minimum [Member] | Unsecured Facility [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.25% | ||||
Revolving Credit Facility [Member] | Maximum [Member] | Unsecured Facility [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3.00% | ||||
Accordion Feature Maximum Borrowing Capacity [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 300,000 | $ 350,000 | |||
Sr Notes Due 2022 [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate at period end | 7.50% | ||||
Face value of note | $ 250,000 | ||||
Percent of Debt Instrument Par Value Issued | 98.96% | ||||
Sr Notes Due 2022 Tack-on [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate at period end | 6.44% | ||||
Face value of note | $ 75,000 | ||||
Percent of Debt Instrument Par Value Issued | 102.75% | ||||
Consolidated Net Income [Member] | |||||
Debt Instrument [Line Items] | |||||
Basket Limitation | 0.50 | ||||
Net Cash Proceeds [Member] | |||||
Debt Instrument [Line Items] | |||||
Basket Limitation | 1 | ||||
Investments in Joint Ventures and Other Investments [Member] | |||||
Debt Instrument [Line Items] | |||||
Basket Limitation | 0.15 | ||||
General Basket [Member] | |||||
Debt Instrument [Line Items] | |||||
Basket Limitation | 15,000,000 |
Fair Value Disclosures (Details
Fair Value Disclosures (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt Instrument, Unamortized Discount | $ 2,300 | $ 2,300 | ||
Debt Instrument, Unamortized Premium | 1,900 | 1,900 | ||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 6,100 | 6,100 | ||
Home sales impairments | $ 0 | $ 0 | $ 1,300 | $ 0 |
Number of Projects Impaired | 0 | 0 | 1 | 0 |
Remaining Carrying Value of Inventory Impaired | $ 0 | $ 0 | $ 11,310 | $ 0 |
Fair Value Disclosures Fair V54
Fair Value Disclosures Fair Value Table (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Senior notes, net | $ 318,452 | [1] | $ 0 |
Notes Payable, Fair Value Disclosure | $ 335,563 | $ 0 | |
[1] | (1) The carrying value for the Senior Notes, as presented, is net of the unamortized discount of $2.3 million, unamortized premium of $1.9 million, and $6.1 million of debt issuance costs. The unamortized discount, unamortized premium and debt issuance costs are not factored into the estimated fair value. |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) |
Loss Contingencies [Line Items] | ||
Estimated Litigation Liability | $ 0 | $ 0 |
Lots under Purchase Agreement Recorded | 400 | |
Non-refundable deposit related to purchase agreement | $ 5.1 | |
Reimbursable Improvement Costs | 17 | |
Surety Bond [Member] | ||
Loss Contingencies [Line Items] | ||
Outstanding surety bonds | 48.8 | 44 |
Surety bonds work remaining to complete | 17.2 | 15.7 |
Letter of Credit [Member] | ||
Loss Contingencies [Line Items] | ||
Letter of Credit Facility, Maximum Borrowing Capacity | 5 | |
Letters of Credit Outstanding, Amount | 1.8 | |
Optional Facility Increase [Member] | Letter of Credit [Member] | ||
Loss Contingencies [Line Items] | ||
Letter of Credit Facility, Maximum Borrowing Capacity | 7.5 | |
Corporate Joint Venture [Member] | Financial Guarantee [Member] | ||
Loss Contingencies [Line Items] | ||
Long-term Debt, Gross | 46.4 | 56 |
Loans Payable [Member] | Corporate Joint Venture [Member] | ||
Loss Contingencies [Line Items] | ||
Related Party Transaction, Guarantor Obligations, Underlying Asset Class Guaranteed | $ 8 | $ 8.6 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | Oct. 23, 2017USD ($) | Jun. 29, 2015USD ($) | Sep. 30, 2017USD ($)investment | Jun. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Sep. 30, 2017USD ($)investment | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)investment | Dec. 31, 2015USD ($) |
Related Party Transaction [Line Items] | |||||||||||
Due from affiliates | $ 554 | $ 554 | $ 1,138 | ||||||||
Equity Method Investments, Number | investment | 11 | 11 | 13 | ||||||||
Investment in and advances to unconsolidated joint ventures | $ 56,814 | $ 56,814 | $ 50,857 | ||||||||
Due to Related Parties | 0 | 0 | |||||||||
Equity in net income of unconsolidated joint ventures | 99 | $ 488 | 606 | $ 4,428 | |||||||
Deferred Revenue | 396 | 396 | 957 | ||||||||
Equity Method Investment, acquisition of partner's interest | $ 13,600 | 2,600 | $ 20,600 | ||||||||
Advances to Affiliate | $ 5,100 | $ 5,100 | 4,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.25% | 7.25% | |||||||||
General Partners' Contributed Capital | $ 4,000 | ||||||||||
Non-refundable deposit related to option contract | $ 5,100 | $ 5,100 | |||||||||
Lots under Purchase Agreement Recorded | 400 | 400 | |||||||||
Profit Participation [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from affiliates | 200 | ||||||||||
Profit Participation | $ 200 | ||||||||||
Interest Income on Note to Joint Venture [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from affiliates | $ 3 | 3 | 44 | ||||||||
Revenue from related party | $ 100 | $ 400 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||||||
Builder Fees [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from affiliates | $ 100 | $ 100 | 100 | ||||||||
Corporate Joint Venture [Member] | Construction-related Costs [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses from transactions with related party | 1,800 | 2,600 | 5,800 | 7,000 | |||||||
Due from affiliates | 300 | 300 | 200 | ||||||||
Corporate Joint Venture [Member] | Management Fees [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from affiliates | $ 100 | $ 100 | 600 | ||||||||
Revenue from related party | 1,500 | 6,300 | |||||||||
Related Party [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Equity Method Investments, Number | investment | 5 | 5 | |||||||||
Investment in and advances to unconsolidated joint ventures | $ 28,100 | $ 28,100 | |||||||||
The percentage of ownership of common stock entities with investments in Company’s unconsolidated joint ventures hold | 10.00% | 10.00% | |||||||||
Total lots under option contract to purchase | 92 | 92 | |||||||||
Total purchase price for lots under option contract | $ 16,100 | $ 16,100 | |||||||||
Purchased Lots Previously Under Purchase Options | 4 | 4 | |||||||||
Non-refundable deposit related to option contract | $ 500 | $ 500 | |||||||||
Gain on Joint Venture Closeout [Member] [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Equity in net income of unconsolidated joint ventures | 300 | $ 1,100 | |||||||||
Consultant Stelmar [Member] | Monthly consulting fee [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Transaction amount | $ 17 | ||||||||||
Board Member and 10% Beneficial Owner [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Equity Method Investments, Number | investment | 2 | 2 | |||||||||
Director [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Equity Method Investments, Number | investment | 3 | 3 | |||||||||
Consultant Davis [Member] | Consulting Fee [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Accounts Payable, Related Parties | $ 0 | $ 0 | |||||||||
Consultant Davis [Member] | Monthly consulting fee [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Transaction amount | 5 | ||||||||||
Cannery Land Sale [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Deferred Profit Contra WIP Balance | 700 | 700 | 700 | ||||||||
Deferred Revenue | 300 | 300 | 600 | ||||||||
Joint Venture Contribution [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Equity in net income of unconsolidated joint ventures | $ 1,600 | 100 | 200 | ||||||||
Deferred Revenue | 100 | 100 | $ 400 | ||||||||
Wholly owned [Member] | TL Fab LP [Member] | Trade Payment [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Transaction amount | 100 | 32 | 400 | 200 | |||||||
Accounts Payable, Related Parties | 4 | 4 | 33 | ||||||||
Unconsolidated Joint Ventures [Member] | TL Fab LP [Member] | Trade Payment [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Transaction amount | 100 | $ 100 | 700 | $ 500 | |||||||
Accounts Payable, Related Parties | $ 134 | $ 134 | $ 14 | ||||||||
Gain on Fair Value Remeasurement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Equity in net income of unconsolidated joint ventures | $ 100 | $ 500 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Disclosures (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award expiration period | 10 years |
Unearned stock-based compensation expense not yet recognized, recognition period | 1 year 8 months 31 days |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 1 year |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
Stock Options and Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unearned stock-based compensation expense not yet recognized | $ | $ 4.6 |
2014 Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares that may be issued under plan | 1,644,875 |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 32,830 |
2016 Incentive Plan [Member] [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares that may be issued under plan | 800,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 464,928 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Common Stock Option Activity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Number of Shares | ||
Options outstanding at December 31 (shares) | 835,786 | 840,298 |
Options granted (shares) | 0 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (9,288) | 0 |
Options forfeited (shares) | 0 | (4,512) |
Options outstanding at September 30 (shares) | 826,498 | 835,786 |
Options exercisable at September 30 (shares) | 826,498 | 44,442 |
Weighted-Average Exercise Price per share | ||
Options outstanding at December 31 (in dollars per share) | $ 11 | $ 11 |
Options granted (in dollars per share) | 0 | 0 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | 11 | 0 |
Options forfeited (in dollars per share) | 0 | 11 |
Options outstanding at September 30 (in dollars per share) | 11 | 11 |
Options exercisable at September 30 (in dollars per share) | $ 11 | $ 11 |
Stock-Based Compensation - Su59
Stock-Based Compensation - Summary of Restricted Stock Units (Details) - Restricted Stock Units - $ / shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Balance outstanding at December 31 (shares) | 474,989 | 308,386 |
Restricted stock units granted (shares) | 343,933 | 414,045 |
Vested | (211,131) | (231,289) |
Restricted stock units forfeited (shares) | (26,194) | (11,796) |
Balance outstanding at September 30 (shares) | 581,597 | 479,346 |
Weighted-Average Grant-Date Fair Value per Share | ||
Balance outstanding at December 31 (in dollars per share) | $ 10.66 | $ 14.20 |
Restricted stock units granted (in dollars per share) | 10.84 | 10.05 |
Restricted stock units vested (in dollars per share) | 10.75 | 14.22 |
Restricted stock units forfeited (in dollars per share) | 10.82 | 12.10 |
Balance outstanding at September 30 (in dollars per share) | $ 10.72 | $ 10.66 |
Stock-Based Compensation - Su60
Stock-Based Compensation - Summary of Source of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 780 | $ 860 | $ 2,086 | $ 2,602 |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 0 | 300 | 11 | 747 |
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 780 | $ 560 | $ 2,075 | $ 1,855 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Equity in net income of unconsolidated joint ventures | $ 99 | $ 488 | $ 606 | $ 4,428 | ||
(Provision) benefit for income taxes | $ (2,656) | $ (3,465) | $ (4,168) | $ (4,718) | ||
Federal Statutory Income Tax Rate, Percent | 35.00% | |||||
Gain on Fair Value Remeasurement [Member] | ||||||
Equity in net income of unconsolidated joint ventures | $ 100 | $ 500 | ||||
(Provision) benefit for income taxes | $ 600 | |||||
Gain on Joint Venture Closeout [Member] [Member] | ||||||
Equity in net income of unconsolidated joint ventures | $ 300 | $ 1,100 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)segment | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | segment | 2 | ||||
Homebuilding revenues | $ 114,622 | $ 125,142 | $ 280,957 | $ 246,281 | |
Fee building revenues | 43,309 | 52,761 | 146,107 | 125,726 | |
Revenues | 157,931 | 177,903 | 427,064 | 372,007 | |
Income before income taxes | 6,974 | 9,042 | 10,839 | 11,870 | |
Total assets | 638,107 | 638,107 | $ 419,136 | ||
Homebuilding Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Homebuilding revenues | 114,622 | 125,142 | 280,957 | 246,281 | |
Income before income taxes | 5,473 | 7,113 | 6,365 | 6,207 | |
Total assets | 625,300 | 625,300 | 393,095 | ||
Fee Building Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Fee building revenues | 43,309 | 52,761 | 146,107 | 125,726 | |
Income before income taxes | 1,501 | $ 1,929 | 4,474 | $ 5,663 | |
Total assets | $ 12,807 | $ 12,807 | $ 26,041 |
Supplemental Disclosure of Ca63
Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Supplemental Cash Flow Elements [Abstract] | ||
Interest paid, net of amounts capitalized | $ 0 | $ 0 |
Income Taxes Paid | 9,700 | 8,270 |
Assets assumed from unconsolidated joint venture | 3,877 | 46,811 |
Liabilities and equity assumed from unconsolidated joint venture | $ 4,872 | $ 47,197 |
Supplemental Guarantor Inform64
Supplemental Guarantor Information Supplemental Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Cash and cash equivalents | $ 62,443 | $ 30,496 | $ 44,254 | $ 45,874 | |
Restricted cash | 213 | 585 | |||
Contracts and accounts receivable | 14,446 | 27,833 | |||
Intercompany Receivables | 0 | 0 | |||
Due from affiliates | 554 | 1,138 | |||
Real estate inventories | 478,541 | 286,928 | |||
Investment in and advances to unconsolidated joint ventures | 56,814 | 50,857 | |||
Investment in subsidiaries | 0 | 0 | |||
Other assets | 25,096 | 21,299 | |||
Total assets | 638,107 | 419,136 | |||
Accounts payable | 36,078 | 33,094 | |||
Accrued expenses and other liabilities | 30,684 | 23,418 | |||
Intercompany Payables | 0 | 0 | |||
Due to Affiliate | 0 | ||||
Senior notes, net | 318,452 | [1] | 0 | ||
Unsecured revolving credit facility | 0 | 118,000 | |||
Total liabilities | 385,214 | 174,512 | |||
Stockholders' Equity Attributable to Parent | 252,802 | 244,523 | |||
Noncontrolling interest in subsidiary | 91 | 101 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 252,893 | 244,624 | 229,982 | 221,697 | |
Total liabilities and equity | 638,107 | 419,136 | |||
Consolidation, Eliminations [Member] | |||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | |
Restricted cash | 0 | 0 | |||
Contracts and accounts receivable | (1,189) | (1,971) | |||
Intercompany Receivables | (108,012) | (73,972) | |||
Due from affiliates | 0 | 0 | |||
Real estate inventories | 0 | 0 | |||
Investment in and advances to unconsolidated joint ventures | 0 | 0 | |||
Investment in subsidiaries | (429,469) | (268,411) | |||
Other assets | 0 | 0 | |||
Total assets | (538,670) | (344,354) | |||
Accounts payable | 0 | 0 | |||
Accrued expenses and other liabilities | (1,189) | (1,942) | |||
Intercompany Payables | (108,012) | (73,972) | |||
Due to Affiliate | (29) | ||||
Senior notes, net | 0 | ||||
Unsecured revolving credit facility | 0 | ||||
Total liabilities | (109,201) | (75,943) | |||
Stockholders' Equity Attributable to Parent | (429,469) | (268,411) | |||
Noncontrolling interest in subsidiary | 0 | 0 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (429,469) | (268,411) | |||
Total liabilities and equity | (538,670) | (344,354) | |||
Non-Guarantor Subsidiaries [Member] | |||||
Cash and cash equivalents | 204 | 269 | 290 | 605 | |
Restricted cash | 0 | 0 | |||
Contracts and accounts receivable | 6 | 0 | |||
Intercompany Receivables | 0 | 0 | |||
Due from affiliates | 0 | 0 | |||
Real estate inventories | 0 | 0 | |||
Investment in and advances to unconsolidated joint ventures | 0 | 0 | |||
Investment in subsidiaries | 0 | 0 | |||
Other assets | 0 | 0 | |||
Total assets | 210 | 269 | |||
Accounts payable | 0 | 27 | |||
Accrued expenses and other liabilities | 107 | 108 | |||
Intercompany Payables | 0 | 0 | |||
Due to Affiliate | 0 | ||||
Senior notes, net | 0 | ||||
Unsecured revolving credit facility | 0 | ||||
Total liabilities | 107 | 135 | |||
Stockholders' Equity Attributable to Parent | 12 | 33 | |||
Noncontrolling interest in subsidiary | 91 | 101 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 103 | 134 | |||
Total liabilities and equity | 210 | 269 | |||
Guarantor Subsidiaries [Member] | |||||
Cash and cash equivalents | 24,861 | 13,842 | 26,642 | 27,140 | |
Restricted cash | 213 | 585 | |||
Contracts and accounts receivable | 15,609 | 29,774 | |||
Intercompany Receivables | 0 | 0 | |||
Due from affiliates | 554 | 1,138 | |||
Real estate inventories | 478,541 | 286,928 | |||
Investment in and advances to unconsolidated joint ventures | 56,814 | 50,857 | |||
Investment in subsidiaries | 0 | 0 | |||
Other assets | 14,874 | 11,918 | |||
Total assets | 591,466 | 395,042 | |||
Accounts payable | 35,808 | 32,900 | |||
Accrued expenses and other liabilities | 18,189 | 19,763 | |||
Intercompany Payables | 108,012 | 73,972 | |||
Due to Affiliate | 29 | ||||
Senior notes, net | 0 | ||||
Unsecured revolving credit facility | 0 | ||||
Total liabilities | 162,009 | 126,664 | |||
Stockholders' Equity Attributable to Parent | 429,457 | 268,378 | |||
Noncontrolling interest in subsidiary | 0 | 0 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 429,457 | 268,378 | |||
Total liabilities and equity | 591,466 | 395,042 | |||
Parent Company [Member] | |||||
Cash and cash equivalents | 37,378 | 16,385 | $ 17,322 | $ 18,129 | |
Restricted cash | 0 | 0 | |||
Contracts and accounts receivable | 20 | 30 | |||
Intercompany Receivables | 108,012 | 73,972 | |||
Due from affiliates | 0 | 0 | |||
Real estate inventories | 0 | 0 | |||
Investment in and advances to unconsolidated joint ventures | 0 | 0 | |||
Investment in subsidiaries | 429,469 | 268,411 | |||
Other assets | 10,222 | 9,381 | |||
Total assets | 585,101 | 368,179 | |||
Accounts payable | 270 | 167 | |||
Accrued expenses and other liabilities | 13,577 | 5,489 | |||
Intercompany Payables | 0 | 0 | |||
Due to Affiliate | 0 | ||||
Senior notes, net | 318,452 | ||||
Unsecured revolving credit facility | 118,000 | ||||
Total liabilities | 332,299 | 123,656 | |||
Stockholders' Equity Attributable to Parent | 252,802 | 244,523 | |||
Noncontrolling interest in subsidiary | 0 | 0 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 252,802 | 244,523 | |||
Total liabilities and equity | $ 585,101 | $ 368,179 | |||
[1] | (1) The carrying value for the Senior Notes, as presented, is net of the unamortized discount of $2.3 million, unamortized premium of $1.9 million, and $6.1 million of debt issuance costs. The unamortized discount, unamortized premium and debt issuance costs are not factored into the estimated fair value. |
Supplemental Guarantor Inform65
Supplemental Guarantor Information Supplemental Condensed Consolidating Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Home sales | $ 114,622 | $ 125,142 | $ 280,957 | $ 246,281 |
Fee building revenues | 43,309 | 52,761 | 146,107 | 125,726 |
Revenue, Net | 157,931 | 177,903 | 427,064 | 372,007 |
Home sales | 95,992 | 105,799 | 238,545 | 211,859 |
Home sales impairments | 0 | 0 | 1,300 | 0 |
Fee building | 41,808 | 50,832 | 141,633 | 120,063 |
Cost of Sales | 137,800 | 156,631 | 381,478 | 331,922 |
Gross Profit Home Sales | 18,630 | 19,343 | 41,112 | 34,422 |
Gross Profit Fee Building | 1,501 | 1,929 | 4,474 | 5,663 |
Gross Profit | 20,131 | 21,272 | 45,586 | 40,085 |
Selling and marketing expenses | (6,860) | (6,055) | (18,237) | (14,577) |
General and administrative expenses | (6,465) | (6,468) | (17,150) | (17,476) |
Equity in net income of unconsolidated joint ventures | 99 | 488 | 606 | 4,428 |
Income (Loss) from Subsidiaries, before Tax | 0 | 0 | 0 | 0 |
Other income (expense), net | 69 | (195) | 34 | (590) |
Income before income taxes | 6,974 | 9,042 | 10,839 | 11,870 |
Provision for income taxes | (2,656) | (3,465) | (4,168) | (4,718) |
Net income | 4,318 | 5,577 | 6,671 | 7,152 |
Net (income) loss attributable to noncontrolling interest | 0 | (30) | 10 | 90 |
Net Income (Loss) Attributable to Parent | 4,318 | 5,547 | 6,681 | 7,242 |
Guarantor Subsidiaries [Member] | ||||
Home sales | 114,622 | 125,142 | 280,957 | 241,124 |
Fee building revenues | 43,309 | 52,761 | 146,107 | 125,881 |
Revenue, Net | 157,931 | 177,903 | 427,064 | 367,005 |
Home sales | 95,992 | 105,791 | 238,514 | 207,213 |
Home sales impairments | 1,300 | |||
Fee building | 41,444 | 50,292 | 140,184 | 118,557 |
Cost of Sales | 137,436 | 156,083 | 379,998 | 325,770 |
Gross Profit Home Sales | 18,630 | 19,351 | 41,143 | 33,911 |
Gross Profit Fee Building | 1,865 | 2,469 | 5,923 | 7,324 |
Gross Profit | 20,495 | 21,820 | 47,066 | 41,235 |
Selling and marketing expenses | (6,860) | (6,053) | (18,237) | (13,891) |
General and administrative expenses | (6,115) | (2,902) | (15,646) | (7,444) |
Equity in net income of unconsolidated joint ventures | 99 | 488 | 606 | 4,428 |
Income (Loss) from Subsidiaries, before Tax | 0 | 0 | 0 | 0 |
Other income (expense), net | (58) | (173) | (137) | (542) |
Income before income taxes | 7,561 | 13,180 | 13,652 | 23,786 |
Provision for income taxes | (2,866) | (4,910) | (5,242) | (8,881) |
Net income | 4,695 | 8,270 | 8,410 | 14,905 |
Net (income) loss attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Net Income (Loss) Attributable to Parent | 4,695 | 8,270 | 8,410 | 14,905 |
Non-Guarantor Subsidiaries [Member] | ||||
Home sales | 0 | 0 | 0 | 5,157 |
Fee building revenues | 0 | 0 | 0 | 0 |
Revenue, Net | 0 | 0 | 0 | 5,157 |
Home sales | 0 | 8 | 31 | 4,646 |
Home sales impairments | 0 | |||
Fee building | 0 | 0 | 0 | 0 |
Cost of Sales | 0 | 8 | 31 | 4,646 |
Gross Profit Home Sales | 0 | (8) | (31) | 511 |
Gross Profit Fee Building | 0 | 0 | 0 | 0 |
Gross Profit | 0 | (8) | (31) | 511 |
Selling and marketing expenses | 0 | (2) | 0 | (686) |
General and administrative expenses | 0 | 0 | 0 | 0 |
Equity in net income of unconsolidated joint ventures | 0 | 0 | 0 | 0 |
Income (Loss) from Subsidiaries, before Tax | 0 | 0 | 0 | 0 |
Other income (expense), net | 0 | 0 | 0 | (142) |
Income before income taxes | 0 | (10) | (31) | (317) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net income | 0 | (10) | (31) | (317) |
Net (income) loss attributable to noncontrolling interest | 0 | (30) | 10 | 90 |
Net Income (Loss) Attributable to Parent | 0 | (40) | (21) | (227) |
Parent Company [Member] | ||||
Home sales | 0 | 0 | 0 | 0 |
Fee building revenues | 0 | 0 | 0 | 0 |
Revenue, Net | 0 | 0 | 0 | 0 |
Home sales | 0 | 0 | 0 | 0 |
Home sales impairments | 0 | |||
Fee building | 364 | 540 | 1,449 | 1,506 |
Cost of Sales | 364 | 540 | 1,449 | 1,506 |
Gross Profit Home Sales | 0 | 0 | 0 | 0 |
Gross Profit Fee Building | (364) | (540) | (1,449) | (1,506) |
Gross Profit | (364) | (540) | (1,449) | (1,506) |
Selling and marketing expenses | 0 | 0 | 0 | 0 |
General and administrative expenses | (350) | (3,566) | (1,504) | (10,032) |
Equity in net income of unconsolidated joint ventures | 0 | 0 | 0 | 0 |
Income (Loss) from Subsidiaries, before Tax | 4,695 | 8,230 | 8,389 | 14,678 |
Other income (expense), net | 127 | (22) | 171 | (61) |
Income before income taxes | 4,108 | 4,102 | 5,607 | 3,079 |
Provision for income taxes | 210 | 1,445 | 1,074 | 4,163 |
Net income | 4,318 | 5,547 | 6,681 | 7,242 |
Net (income) loss attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Net Income (Loss) Attributable to Parent | 4,318 | 5,547 | 6,681 | 7,242 |
Consolidation, Eliminations [Member] | ||||
Home sales | 0 | 0 | 0 | 0 |
Fee building revenues | 0 | 0 | 0 | (155) |
Revenue, Net | 0 | 0 | 0 | (155) |
Home sales | 0 | 0 | 0 | 0 |
Home sales impairments | 0 | |||
Fee building | 0 | 0 | 0 | 0 |
Cost of Sales | 0 | 0 | 0 | 0 |
Gross Profit Home Sales | 0 | 0 | 0 | 0 |
Gross Profit Fee Building | 0 | 0 | 0 | (155) |
Gross Profit | 0 | 0 | 0 | (155) |
Selling and marketing expenses | 0 | 0 | 0 | 0 |
General and administrative expenses | 0 | 0 | 0 | 0 |
Equity in net income of unconsolidated joint ventures | 0 | 0 | 0 | 0 |
Income (Loss) from Subsidiaries, before Tax | (4,695) | (8,230) | (8,389) | (14,678) |
Other income (expense), net | 0 | 0 | 0 | 155 |
Income before income taxes | (4,695) | (8,230) | (8,389) | (14,678) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net income | (4,695) | (8,230) | (8,389) | (14,678) |
Net (income) loss attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Net Income (Loss) Attributable to Parent | $ (4,695) | $ (8,230) | $ (8,389) | $ (14,678) |
Supplemental Guarantor Inform66
Supplemental Guarantor Information Supplemental Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net Cash Provided by (Used in) Operating Activities | $ (160,320) | $ (146,694) | ||
Purchases of property and equipment | (145) | (379) | ||
Cash assumed from joint venture at consolidation | 995 | 2,009 | ||
Contributions and advances to unconsolidated joint ventures | (21,296) | (7,707) | ||
Contributions to Subsidiaries from Corporate | 0 | 0 | ||
Distributions of Equity from Subsidiaries | 0 | 0 | ||
Distributions of capital and repayment of advances to unconsolidated joint ventures | 13,650 | 13,977 | ||
Interest collected on advances to unconsolidated joint ventures | 468 | |||
Net Cash Provided by (Used in) Investing Activities | (6,328) | 7,900 | ||
Proceeds from senior notes | 324,465 | 0 | ||
Cash distribution to noncontrolling interest in subsidiary | 0 | (725) | ||
Borrowings from credit facility | 72,000 | 193,000 | ||
Repayments of credit facility | (190,000) | (38,000) | ||
Borrowings from other notes payable | 0 | 343 | ||
Repayments of other notes payable | 0 | (15,636) | ||
Payments of Debt Issuance Costs | (7,382) | (1,064) | ||
Contributions to subsidiaries from corporate | 0 | 0 | ||
Distributions to Corporate from Subsidiaries | 0 | 0 | ||
Minimum tax withholding paid on behalf of employees for stock awards | (590) | (647) | ||
Excess income tax provision from stock-based compensation | 0 | (97) | ||
Proceeds from Stock Options Exercised | 102 | 0 | ||
Net Cash Provided by (Used in) Financing Activities | 198,595 | 137,174 | ||
Cash and Cash Equivalents, Period Increase (Decrease) | 31,947 | (1,620) | ||
Cash and cash equivalents | 62,443 | 44,254 | $ 30,496 | $ 45,874 |
Guarantor Subsidiaries [Member] | ||||
Net Cash Provided by (Used in) Operating Activities | (135,368) | (122,367) | ||
Purchases of property and equipment | (99) | (204) | ||
Cash assumed from joint venture at consolidation | 995 | 2,009 | ||
Contributions and advances to unconsolidated joint ventures | (21,296) | (7,707) | ||
Contributions to Subsidiaries from Corporate | 0 | 0 | ||
Distributions of Equity from Subsidiaries | 0 | 725 | ||
Distributions of capital and repayment of advances to unconsolidated joint ventures | 13,650 | 13,977 | ||
Interest collected on advances to unconsolidated joint ventures | 468 | |||
Net Cash Provided by (Used in) Investing Activities | (6,282) | 8,800 | ||
Proceeds from senior notes | 0 | |||
Cash distribution to noncontrolling interest in subsidiary | 0 | |||
Borrowings from credit facility | 0 | 0 | ||
Repayments of credit facility | 0 | 0 | ||
Borrowings from other notes payable | 0 | |||
Repayments of other notes payable | (13,135) | |||
Payments of Debt Issuance Costs | 0 | 0 | ||
Contributions to subsidiaries from corporate | 207,849 | 179,004 | ||
Distributions to Corporate from Subsidiaries | (55,180) | (52,800) | ||
Minimum tax withholding paid on behalf of employees for stock awards | 0 | 0 | ||
Excess income tax provision from stock-based compensation | 0 | |||
Proceeds from Stock Options Exercised | 0 | |||
Net Cash Provided by (Used in) Financing Activities | 152,669 | 113,069 | ||
Cash and Cash Equivalents, Period Increase (Decrease) | 11,019 | (498) | ||
Cash and cash equivalents | 24,861 | 26,642 | 13,842 | 27,140 |
Non-Guarantor Subsidiaries [Member] | ||||
Net Cash Provided by (Used in) Operating Activities | (65) | 3,293 | ||
Purchases of property and equipment | 0 | 0 | ||
Cash assumed from joint venture at consolidation | 0 | 0 | ||
Contributions and advances to unconsolidated joint ventures | 0 | 0 | ||
Contributions to Subsidiaries from Corporate | 0 | 0 | ||
Distributions of Equity from Subsidiaries | 0 | 0 | ||
Distributions of capital and repayment of advances to unconsolidated joint ventures | 0 | 0 | ||
Interest collected on advances to unconsolidated joint ventures | 0 | |||
Net Cash Provided by (Used in) Investing Activities | 0 | 0 | ||
Proceeds from senior notes | 0 | |||
Cash distribution to noncontrolling interest in subsidiary | (725) | |||
Borrowings from credit facility | 0 | 0 | ||
Repayments of credit facility | 0 | 0 | ||
Borrowings from other notes payable | 343 | |||
Repayments of other notes payable | (2,501) | |||
Payments of Debt Issuance Costs | 0 | 0 | ||
Contributions to subsidiaries from corporate | 0 | 0 | ||
Distributions to Corporate from Subsidiaries | 0 | (725) | ||
Minimum tax withholding paid on behalf of employees for stock awards | 0 | 0 | ||
Excess income tax provision from stock-based compensation | 0 | |||
Proceeds from Stock Options Exercised | 0 | |||
Net Cash Provided by (Used in) Financing Activities | 0 | (3,608) | ||
Cash and Cash Equivalents, Period Increase (Decrease) | (65) | (315) | ||
Cash and cash equivalents | 204 | 290 | 269 | 605 |
Parent Company [Member] | ||||
Net Cash Provided by (Used in) Operating Activities | (20,466) | (16,393) | ||
Purchases of property and equipment | (46) | (175) | ||
Cash assumed from joint venture at consolidation | 0 | 0 | ||
Contributions and advances to unconsolidated joint ventures | 0 | 0 | ||
Contributions to Subsidiaries from Corporate | (207,849) | (179,004) | ||
Distributions of Equity from Subsidiaries | 50,759 | 41,573 | ||
Distributions of capital and repayment of advances to unconsolidated joint ventures | 0 | 0 | ||
Interest collected on advances to unconsolidated joint ventures | 0 | |||
Net Cash Provided by (Used in) Investing Activities | (157,136) | (137,606) | ||
Proceeds from senior notes | 324,465 | |||
Cash distribution to noncontrolling interest in subsidiary | 0 | |||
Borrowings from credit facility | 72,000 | 193,000 | ||
Repayments of credit facility | (190,000) | (38,000) | ||
Borrowings from other notes payable | 0 | |||
Repayments of other notes payable | 0 | |||
Payments of Debt Issuance Costs | (7,382) | (1,064) | ||
Contributions to subsidiaries from corporate | 0 | 0 | ||
Distributions to Corporate from Subsidiaries | 0 | 0 | ||
Minimum tax withholding paid on behalf of employees for stock awards | (590) | (647) | ||
Excess income tax provision from stock-based compensation | (97) | |||
Proceeds from Stock Options Exercised | 102 | |||
Net Cash Provided by (Used in) Financing Activities | 198,595 | 153,192 | ||
Cash and Cash Equivalents, Period Increase (Decrease) | 20,993 | (807) | ||
Cash and cash equivalents | 37,378 | 17,322 | 16,385 | 18,129 |
Consolidation, Eliminations [Member] | ||||
Net Cash Provided by (Used in) Operating Activities | (4,421) | (11,227) | ||
Purchases of property and equipment | 0 | 0 | ||
Cash assumed from joint venture at consolidation | 0 | 0 | ||
Contributions and advances to unconsolidated joint ventures | 0 | 0 | ||
Contributions to Subsidiaries from Corporate | 207,849 | 179,004 | ||
Distributions of Equity from Subsidiaries | (50,759) | (42,298) | ||
Distributions of capital and repayment of advances to unconsolidated joint ventures | 0 | 0 | ||
Interest collected on advances to unconsolidated joint ventures | 0 | |||
Net Cash Provided by (Used in) Investing Activities | 157,090 | 136,706 | ||
Proceeds from senior notes | 0 | |||
Cash distribution to noncontrolling interest in subsidiary | 0 | |||
Borrowings from credit facility | 0 | 0 | ||
Repayments of credit facility | 0 | 0 | ||
Borrowings from other notes payable | 0 | |||
Repayments of other notes payable | 0 | |||
Payments of Debt Issuance Costs | 0 | 0 | ||
Contributions to subsidiaries from corporate | (207,849) | (179,004) | ||
Distributions to Corporate from Subsidiaries | 55,180 | 53,525 | ||
Minimum tax withholding paid on behalf of employees for stock awards | 0 | 0 | ||
Excess income tax provision from stock-based compensation | 0 | |||
Proceeds from Stock Options Exercised | 0 | |||
Net Cash Provided by (Used in) Financing Activities | (152,669) | (125,479) | ||
Cash and Cash Equivalents, Period Increase (Decrease) | 0 | 0 | ||
Cash and cash equivalents | $ 0 | $ 0 | $ 0 | $ 0 |
Supplemental Guarantor Inform67
Supplemental Guarantor Information Supplemental Guarantor Info (Details) | Sep. 30, 2017 |
Supplemental Guarantor Info [Abstract] | |
Interest rate | 7.25% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Oct. 23, 2017 | Sep. 30, 2017 | Mar. 31, 2016 |
Subsequent Event [Line Items] | |||
Equity Method Investment, acquisition of partner's interest | $ 13,600 | $ 2,600 | $ 20,600 |
Notes and Loans Payable | $ 4,111 |