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 officersā 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 Companyās 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 Guarantorās 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. SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS June 30, 2019 NWHM Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Assets Cash and cash equivalents $ 4,005 $ 44,040 $ 179 $ ā $ 48,224 Restricted cash ā 124 ā ā 124 Contracts and accounts receivable 8 16,518 ā (413 ) 16,113 Intercompany receivables 228,506 ā ā (228,506 ) ā Due from affiliates ā 218 ā ā 218 Real estate inventories ā 541,954 ā ā 541,954 Investment in and advances to unconsolidated joint ventures ā 33,637 ā ā 33,637 Investment in subsidiaries 370,716 ā ā (370,716 ) ā Other assets 18,975 14,003 12 (3 ) 32,987 Total assets $ 622,210 $ 650,494 $ 191 $ (599,638 ) $ 673,257 Liabilities and equity Accounts payable $ 329 $ 26,300 $ ā $ ā $ 26,629 Accrued expenses and other liabilities 7,723 25,001 59 (408 ) 32,375 Intercompany payables ā 228,506 ā (228,506 ) ā Due to affiliates ā 8 ā (8 ) ā Unsecured revolving credit facility 66,000 ā ā ā 66,000 Senior notes, net 309,060 ā ā ā 309,060 Total liabilities 383,112 279,815 59 (228,922 ) 434,064 Stockholders' equity 239,098 370,679 37 (370,716 ) 239,098 Non-controlling interest in subsidiary ā ā 95 ā 95 Total equity 239,098 370,679 132 (370,716 ) 239,193 Total liabilities and equity $ 622,210 $ 650,494 $ 191 $ (599,638 ) $ 673,257 December 31, 2018 NWHM Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Assets Cash and cash equivalents $ 28,877 $ 13,249 $ 147 $ ā $ 42,273 Restricted cash ā 269 ā ā 269 Contracts and accounts receivable 7 18,926 ā (668 ) 18,265 Intercompany receivables 192,341 ā ā (192,341 ) ā Due from affiliates ā 1,218 ā ā 1,218 Real estate inventories ā 566,290 ā ā 566,290 Investment in and advances to unconsolidated joint ventures ā 34,330 ā ā 34,330 Investment in subsidiaries 396,466 ā ā (396,466 ) ā Other assets 18,643 14,812 ā (3 ) 33,452 Total assets $ 636,334 $ 649,094 $ 147 $ (589,478 ) $ 696,097 Liabilities and equity Accounts payable $ 240 $ 39,151 $ ā $ ā $ 39,391 Accrued expenses and other liabilities 8,492 21,129 71 (664 ) 29,028 Intercompany payables ā 192,341 ā (192,341 ) ā Due to affiliates ā 7 ā (7 ) ā Unsecured revolving credit facility 67,500 ā ā ā 67,500 Senior notes, net 320,148 ā ā ā 320,148 Total liabilities 396,380 252,628 71 (193,012 ) 456,067 Stockholders' equity 239,954 396,466 ā (396,466 ) 239,954 Non-controlling interest in subsidiary ā ā 76 ā 76 Total equity 239,954 396,466 $ 76 (396,466 ) 240,030 Total liabilities and equity $ 636,334 $ 649,094 $ 147 $ (589,478 ) $ 696,097 SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2019 NWHM Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Revenues: Home sales $ ā $ 140,464 $ ā $ ā $ 140,464 Fee building ā 22,285 ā ā 22,285 ā 162,749 ā ā 162,749 Cost of Sales: Home sales ā 123,582 (57 ) ā 123,525 Fee building ā 21,770 ā ā 21,770 ā 145,352 (57 ) ā 145,295 Gross Margin: Home sales ā 16,882 57 ā 16,939 Fee building ā 515 ā ā 515 ā 17,397 57 ā 17,454 Selling and marketing expenses ā (9,683 ) ā ā (9,683 ) General and administrative expenses 617 (6,458 ) ā ā (5,841 ) Equity in net income of unconsolidated joint ventures ā 185 ā ā 185 Equity in net income of subsidiaries 1,087 ā ā (1,087 ) ā Gain on early extinguishment of debt 552 ā ā ā 552 Other income (expense), net (106 ) 4 ā ā (102 ) Pretax income 2,150 1,445 57 (1,087 ) 2,565 Provision for income taxes (578 ) (396 ) ā ā (974 ) Net income 1,572 1,049 57 (1,087 ) 1,591 Net income attributable to non-controlling interest in subsidiary ā ā (19 ) ā (19 ) Net income attributable to The New Home Company Inc. $ 1,572 $ 1,049 $ 38 $ (1,087 ) $ 1,572 Three Months Ended June 30, 2018 NWHM Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Revenues: Home sales $ ā $ 117,460 $ ā $ ā $ 117,460 Fee building ā 38,095 ā ā 38,095 ā 155,555 ā ā 155,555 Cost of Sales: Home sales ā 102,680 (2 ) ā 102,678 Fee building ā 37,038 ā ā 37,038 ā 139,718 (2 ) ā 139,716 Gross Margin: Home sales ā 14,780 2 ā 14,782 Fee building ā 1,057 ā ā 1,057 ā 15,837 2 ā 15,839 Selling and marketing expenses ā (9,466 ) ā ā (9,466 ) General and administrative expenses 305 (6,281 ) (3 ) ā (5,979 ) Equity in net loss of unconsolidated joint ventures ā (120 ) ā ā (120 ) Equity in net loss of subsidiaries (58 ) ā ā 58 ā Other income (expense), net (35 ) (57 ) ā ā (92 ) Pretax income (loss) 212 (87 ) (1 ) 58 182 (Provision) benefit for income taxes (97 ) 30 ā ā (67 ) Net income (loss) 115 (57 ) (1 ) 58 115 Net loss attributable to non-controlling interest in subsidiary ā ā ā ā ā Net income (loss) attributable to The New Home Company Inc. $ 115 $ (57 ) $ (1 ) $ 58 $ 115 Six Months Ended June 30, 2019 NWHM Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Revenues: Home sales $ ā $ 239,650 $ ā $ ā $ 239,650 Fee building ā 41,947 ā ā 41,947 ā 281,597 ā ā 281,597 Cost of Sales: Home sales ā 210,151 (57 ) ā 210,094 Fee building ā 41,038 ā ā 41,038 ā 251,189 (57 ) ā 251,132 Gross Margin: Home sales ā 29,499 57 ā 29,556 Fee building ā 909 ā ā 909 ā 30,408 57 ā 30,465 Selling and marketing expenses ā (18,362 ) ā ā (18,362 ) General and administrative expenses 51 (13,283 ) ā ā (13,232 ) Equity in net income of unconsolidated joint ventures ā 369 ā ā 369 Equity in net loss of subsidiaries (625 ) ā ā 625 ā Gain on early extinguishment of debt 969 ā ā ā 969 Other income (expense), net (168 ) (127 ) ā ā (295 ) Pretax income (loss) 227 (995 ) 57 625 (86 ) (Provision) benefit for income taxes (642 ) 332 ā ā (310 ) Net income (loss) (415 ) (663 ) 57 625 (396 ) Net income attributable to non-controlling interest in subsidiary ā ā (19 ) ā (19 ) Net income (loss) attributable to The New Home Company Inc. $ (415 ) $ (663 ) $ 38 $ 625 $ (415 ) Six Months Ended June 30, 2018 NWHM Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Revenues: Home sales $ ā $ 196,897 $ ā $ ā $ 196,897 Fee building ā 81,889 ā ā 81,889 ā 278,786 ā ā 278,786 Cost of Sales: Home sales ā 172,350 22 ā 172,372 Fee building ā 79,737 ā ā 79,737 ā 252,087 22 ā 252,109 Gross Margin: Home sales ā 24,547 (22 ) ā 24,525 Fee building ā 2,152 ā ā 2,152 ā 26,699 (22 ) ā 26,677 Selling and marketing expenses ā (16,105 ) ā ā (16,105 ) General and administrative expenses (801 ) (11,194 ) (3 ) ā (11,998 ) Equity in net income of unconsolidated joint ventures ā 215 ā ā 215 Equity in net loss of subsidiaries (176 ) ā ā 176 ā Other income (expense), net 76 (194 ) ā ā (118 ) Pretax loss (901 ) (579 ) (25 ) 176 (1,329 ) Benefit for income taxes 376 417 ā ā 793 Net loss (525 ) (162 ) (25 ) 176 (536 ) Net loss attributable to non-controlling interest in subsidiary ā ā 11 ā 11 Net loss attributable to The New Home Company Inc. $ (525 ) $ (162 ) $ (14 ) $ 176 $ (525 ) SUPPLEMENTAL CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2019 NWHM Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Net cash (used in) provided by operating activities $ (36,110 ) $ 54,970 $ 32 $ ā $ 18,892 Investing activities: Purchases of property and equipment (1 ) (7 ) ā ā (8 ) Contributions and advances to unconsolidated joint ventures ā (4,120 ) ā ā (4,120 ) Contributions to subsidiaries from corporate (66,575 ) ā ā 66,575 ā Distributions of capital from subsidiaries 91,700 ā ā (91,700 ) ā Distributions of capital and repayment of advances from unconsolidated ā 4,928 ā ā 4,928 Net cash provided by investing activities $ 25,124 $ 801 $ ā $ (25,125 ) $ 800 Financing activities: Borrowings from credit facility 40,000 ā ā ā 40,000 Repayments of credit facility (41,500 ) ā ā ā (41,500 ) Repurchase of senior notes (10,856 ) ā ā ā (10,856 ) Contributions to subsidiaries from corporate ā 66,575 ā (66,575 ) ā Distributions to corporate from subsidiaries ā (91,700 ) ā 91,700 ā Repurchases of common stock (1,042 ) ā ā ā (1,042 ) Tax withholding paid on behalf of employees for stock awards (488 ) ā ā ā (488 ) Net cash used in financing activities $ (13,886 ) $ (25,125 ) $ ā $ 25,125 $ (13,886 ) Net (decrease) increase in cash, cash equivalents and restricted cash (24,872 ) 30,646 32 ā 5,806 Cash, cash equivalents and restricted cash ā beginning of period 28,877 13,518 147 ā 42,542 Cash, cash equivalents and restricted cash ā end of period $ 4,005 $ 44,164 $ 179 $ ā $ 48,348 Six Months Ended June 30, 2018 NWHM Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated NWHM (Dollars in thousands) Net cash used in operating activities $ (39,156 ) $ (22,349 ) $ (5 ) $ ā $ (61,510 ) Investing activities: Purchases of property and equipment (22 ) (162 ) ā ā (184 ) Contributions and advances to unconsolidated joint ventures ā (8,954 ) ā ā (8,954 ) Contributions to subsidiaries from corporate (103,885 ) ā ā 103,885 ā Distributions of capital from subsidiaries 49,975 ā ā (49,975 ) ā Distributions of capital and repayment of advances from unconsolidated ā 5,874 ā ā 5,874 Interest collected on advances to unconsolidated joint ventures ā 178 ā ā 178 Net cash used in investing activities $ (53,932 ) $ (3,064 ) $ ā $ 53,910 $ (3,086 ) Financing activities: Borrowings from credit facility 35,000 ā ā ā 35,000 Contributions to subsidiaries from corporate ā 103,885 ā (103,885 ) ā Distributions to corporate from subsidiaries ā (49,975 ) ā 49,975 ā Repurchases of common stock (2,072 ) ā ā ā (2,072 ) Tax withholding paid on behalf of employees for stock awards (977 ) ā ā ā (977 ) Net cash provided by financing activities $ 31,951 $ 53,910 $ ā $ (53,910 ) $ 31,951 Net (decrease) increase in cash, cash equivalents and restricted cash (61,137 ) 28,497 (5 ) ā (32,645 ) Cash, cash equivalents and restricted cash ā beginning of period 99,586 24,196 188 ā 123,970 Cash, cash equivalents and restricted cash ā end of period $ 38,449 $ 52,693 $ 183 $ ā $ 91,325 |