Note 18 - Supplemental Guarantor Information

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Supplemental Guarantor Information [Text Block]

18. Supplemental Guarantor Information

The Company's 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.

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS

	December 31, 2019
	NWHM Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated NWHM
	(Dollars in thousands)
Assets
Cash and cash equivalents	$	66,166	$	12,978	$	170	$	—		$	79,314
Restricted cash		—		117		—		—			117
Contracts and accounts receivable		3		16,403		—		(424	)		15,982
Intercompany receivables		258,372		—		—		(258,372	)		—
Due from affiliates		—		238		—		—			238
Real estate inventories		—		433,938		—		—			433,938
Investment in and advances to unconsolidated joint ventures		—		30,217		—		—			30,217
Investment in subsidiaries		198,448		—		—		(198,448	)		—
Other assets		26,508		16,840		35		—			43,383
Total assets	$	549,497	$	510,731	$	205	$	(457,244	)	$	603,189
Liabilities and equity
Accounts payable	$	68	$	24,973	$	3	$	—		$	25,044
Accrued expenses and other liabilities		11,950		28,999		26		(421	)		40,554
Intercompany payables		—		258,372		—		(258,372	)		—
Due to affiliates		—		3		—		(3	)		—
Senior notes, net		304,832		—		—		—			304,832
Total liabilities		316,850		312,347		29		(258,796	)		370,430
Total stockholders' equity		232,647		198,384		64		(198,448	)		232,647
Non-controlling interest in subsidiary		—		—		112		—			112
Total equity		232,647		198,384		176		(198,448	)		232,759
Total liabilities and equity	$	549,497	$	510,731	$	205	$	(457,244	)	$	603,189

	December 31, 2018
	NWHM Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated NWHM
	(Dollars in thousands)
Assets
Cash and cash equivalents	$	28,877	$	13,249	$	147	$	—		$	42,273
Restricted cash		—		269		—		—			269
Contracts and accounts receivable		7		18,926		—		(668	)		18,265
Intercompany receivables		192,341		—		—		(192,341	)		—
Due from affiliates		—		1,218		—		—			1,218
Real estate inventories		—		566,290		—		—			566,290
Investment in and advances to unconsolidated joint ventures		—		34,330		—		—			34,330
Investment in subsidiaries		396,466		—		—		(396,466	)		—
Other assets		18,643		14,812		—		(3	)		33,452
Total assets	$	636,334	$	649,094	$	147	$	(589,478	)	$	696,097
Liabilities and equity
Accounts payable	$	240	$	39,151	$	—	$	—		$	39,391
Accrued expenses and other liabilities		8,492		21,129		71		(664	)		29,028
Intercompany payables		—		192,341		—		(192,341	)		—
Due to affiliates		—		7		—		(7	)		—
Unsecured revolving credit facility		67,500		—		—		—			67,500
Senior notes, net		320,148		—		—		—			320,148
Total liabilities		396,380		252,628		71		(193,012	)		456,067
Total stockholders' equity		239,954		396,466		—		(396,466	)		239,954
Non-controlling interest in subsidiary		—		—		76		—			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

	Year Ended December 31, 2019
	NWHM Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments		Consolidated NWHM
	(Dollars in thousands)
Revenues:
Home sales	$	—		$	532,352		$	—		$	—	$	532,352
Land sales		—			41,664			—			—		41,664
Fee building		—			95,333			—			—		95,333
		—			669,349			—			—		669,349
Cost of Sales:
Home sales		—			469,661			(104	)		—		469,557
Home sales impairments		—			8,300			—			—		8,300
Land sales		—			43,169			—			—		43,169
Land sales impairments		—			1,900			—			—		1,900
Fee building		—			93,281			—			—		93,281
		—			616,311			(104	)		—		616,207
Gross Margin:
Home sales		—			54,391			104			—		54,495
Land sales		—			(3,405	)		—			—		(3,405	)
Fee building		—			2,052			—			—		2,052
		—			53,038			104			—		53,142
Selling and marketing expenses		—			(36,357	)		—			—		(36,357	)
General and administrative expenses		(387	)		(25,333	)		(3	)		—		(25,723	)
Equity in net loss of unconsolidated joint ventures		—			(3,503	)		—			—		(3,503	)
Equity in net loss of subsidiaries		(7,963	)		—			—			7,963		—
Gain on early extinguishment of debt		1,164			—			—			—		1,164
Other income (expense), net		(286	)		(253	)		—			—		(539	)
Pretax income (loss)		(7,472	)		(12,408	)		101			7,963		(11,816	)
(Provision) benefit for income taxes		(565	)		4,380			—			—		3,815
Net income (loss)		(8,037	)		(8,028	)		101			7,963		(8,001	)
Net income attributable to non-controlling interest in subsidiary		—			—			(36	)		—		(36	)
Net income (loss) attributable to The New Home Company Inc.	$	(8,037	)	$	(8,028	)	$	65		$	7,963	$	(8,037	)

	Year Ended December 31, 2018
	NWHM Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments		Consolidated NWHM
	(Dollars in thousands)
Revenues:
Home sales	$	—		$	504,029		$	—		$	—	$	504,029
Fee building		—			163,537			—			—		163,537
		—			667,566			—			—		667,566
Cost of Sales:
Home sales		—			436,508			22			—		436,530
Home sales impairments		—			10,000			—			—		10,000
Fee building		—			159,136			—			—		159,136
		—			605,644			22			—		605,666
Gross Margin:
Home sales		—			57,521			(22	)		—		57,499
Fee building		—			4,401			—			—		4,401
		—			61,922			(22	)		—		61,900
Selling and marketing expenses		—			(36,065	)		—			—		(36,065	)
General and administrative expenses		4,330			(30,293	)		(3	)		—		(25,966	)
Equity in net loss of unconsolidated joint ventures		—			(19,653	)		—			—		(19,653	)
Equity in net loss of subsidiaries		(17,372	)		—			—			17,372		—
Other income (expense), net		(66	)		(455	)		—			—		(521	)
Pretax loss		(13,108	)		(24,544	)		(25	)		17,372		(20,305	)
(Provision) benefit for income taxes		(1,108	)		7,183			—			—		6,075
Net loss		(14,216	)		(17,361	)		(25	)		17,372		(14,230	)
Net loss attributable to non-controlling interest in subsidiary		—			—			14			—		14
Net loss attributable to The New Home Company Inc.	$	(14,216	)	$	(17,361	)	$	(11	)	$	17,372	$	(14,216	)

	Year Ended December 31, 2017
	NWHM Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated NWHM
	(Dollars in thousands)
Revenues:
Home sales	$	—		$	560,842		$	—		$	—		$	560,842
Fee building		—			190,324			—			—			190,324
		—			751,166			—			—			751,166
Cost of Sales:
Home sales		—			473,181			32			—			473,213
Home sales impairments		—			2,200			—			—			2,200
Fee building		—			184,827			—			—			184,827
		—			660,208			32			—			660,240
Gross Margin:
Home sales		—			85,461			(32	)		—			85,429
Fee building		—			5,497			—			—			5,497
		—			90,958			(32	)		—			90,926
Selling and marketing expenses		—			(32,702	)		—			—			(32,702	)
General and administrative expenses		(2,403	)		(23,927	)		—			—			(26,330	)
Equity in net income of unconsolidated joint ventures		—			866			—			—			866
Equity in net income of subsidiaries		21,773			—			—			(21,773	)		—
Other income (expense), net		107			(336	)		—			—			(229	)
Pretax income (loss)		19,477			34,859			(32	)		(21,773	)		32,531
Provision for income taxes		(2,325	)		(13,065	)		—			—			(15,390	)
Net income (loss)		17,152			21,794			(32	)		(21,773	)		17,141
Net loss attributable to non-controlling interest in subsidiary		—			—			11			—			11
Net income (loss) attributable to The New Home Company Inc.	$	17,152		$	21,794		$	(21	)	$	(21,773	)	$	17,152

SUPPLEMENTAL CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31, 2019
	NWHM Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated NWHM
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	(66,965	)	$	189,352		$	23	$	(1,152	)	$	121,258
Investing activities:
Purchases of property and equipment		(14	)		(27	)		—		—			(41	)
Contributions and advances to unconsolidated joint ventures		—			(8,826	)		—		—			(8,826	)
Contributions to subsidiaries from corporate		(98,620	)		—			—		98,620			—
Distributions of capital from subsidiaries to corporate		287,523			—			—		(287,523	)		—
Distributions of capital and repayment of advances from unconsolidated joint ventures		—			9,133			—		—			9,133
Net cash provided by investing activities	$	188,889		$	280		$	—	$	(188,903	)	$	266
Financing activities:
Borrowings from credit facility		50,000			—			—		—			50,000
Repayments of credit facility		(117,500	)		—			—		—			(117,500	)
Repurchases of senior notes		(15,605	)		—			—		—			(15,605	)
Contributions to subsidiaries from corporate		—			98,620			—		(98,620	)		—
Distributions to corporate from subsidiaries		—			(288,675	)		—		288,675			—
Repurchases of common stock		(1,042	)		—			—		—			(1,042	)
Tax withholding paid on behalf of employees for stock awards		(488	)		—			—		—			(488	)
Net cash used in financing activities	$	(84,635	)	$	(190,055	)	$	—	$	190,055		$	(84,635	)
Net increase (decrease) in cash, cash equivalents and restricted cash		37,289			(423	)		23		—			36,889
Cash, cash equivalents and restricted cash – beginning of period		28,877			13,518			147		—			42,542
Cash, cash equivalents and restricted cash – end of period	$	66,166		$	13,095		$	170	$	—		$	79,431

	Year Ended December 31, 2018
	NWHM Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated NWHM
	(Dollars in thousands)
Net cash used in operating activities	$	(63,076	)	$	(71,789	)	$	(41	)	$	(4,779	)	$	(139,685	)
Investing activities:
Purchases of property and equipment		(49	)		(197	)		—			—			(246	)
Contributions and advances to unconsolidated joint ventures		—			(15,066	)		—			—			(15,066	)
Contributions to subsidiaries from corporate		(249,435	)		—			—			249,435			—
Distributions of capital from subsidiaries to corporate		183,896			—			—			(183,896	)		—
Distributions of capital and repayment of advances from unconsolidated joint ventures		—			15,436			—			—			15,436
Interest collected on advances to unconsolidated joint ventures		—			178			—			—			178
Net cash (used in) provided by investing activities	$	(65,588	)	$	351		$	—		$	65,539		$	302
Financing activities:
Borrowings from credit facility		150,000			—			—			—			150,000
Repayments of credit facility		(82,500	)		—			—			—			(82,500	)
Contributions to subsidiaries from corporate		—			249,435			—			(249,435	)		—
Distributions to corporate from subsidiaries		—			(188,675	)		—			188,675			—
Repurchases of common stock		(8,563	)		—			—			—			(8,563	)
Tax withholding paid on behalf of employees for stock awards		(982	)		—			—			—			(982	)
Net cash provided by financing activities	$	57,955		$	60,760		$	—		$	(60,760	)	$	57,955
Net decrease in cash, cash equivalents and restricted cash		(70,709	)		(10,678	)		(41	)		—			(81,428	)
Cash, cash equivalents and restricted cash – beginning of period		99,586			24,196			188			—			123,970
Cash, cash equivalents and restricted cash – end of period	$	28,877		$	13,518		$	147		$	—		$	42,542

	Year Ended December 31, 2017
	NWHM Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated NWHM
	(Dollars in thousands)
Net cash used in operating activities	$	(31,824	)	$	(41,900	)	$	(81	)	$	(17,058	)	$	(90,863	)
Investing activities:
Purchases of property and equipment		(71	)		(124	)		—			—			(195	)
Cash assumed from joint venture at consolidation		—			995			—			—			995
Contributions and advances to unconsolidated joint ventures		—			(27,479	)		—			—			(27,479	)
Contributions to subsidiaries from corporate		(275,794	)		—			—			275,794			—
Distributions of capital from subsidiaries to corporate		192,478			—			—			(192,478	)		—
Distributions of capital and repayment of advances from unconsolidated joint ventures		—			15,577			—			—			15,577
Interest collected on advances to unconsolidated joint ventures		—			552			—			—			552
Net cash used in investing activities	$	(83,387	)	$	(10,479	)	$	—		$	83,316		$	(10,550	)
Financing activities:
Borrowings from credit facility		88,000			—			—			—			88,000
Repayments of credit facility		(206,000	)		—			—			—			(206,000	)
Proceeds from senior notes		324,465			—			—			—			324,465
Repayments of other notes payable		—			(4,110	)		—			—			(4,110	)
Payment of debt issuance costs		(7,565	)		—			—			—			(7,565	)
Contributions to subsidiaries from corporate		—			275,794			—			(275,794	)		—
Distributions to corporate from subsidiaries		—			(209,536	)		—			209,536			—
Tax withholding paid on behalf of employees for stock awards		(590	)		—			—			—			(590	)
Proceeds from exercise of stock options		102			—			—			—			102
Net cash provided by financing activities	$	198,412		$	62,148		$	—		$	(66,258	)	$	194,302
Net increase (decrease) in cash, cash equivalents and restricted cash		83,201			9,769			(81	)		—			92,889
Cash, cash equivalents and restricted cash – beginning of period		16,385			14,427			269			—			31,081
Cash, cash equivalents and restricted cash – end of period	$	99,586		$	24,196		$	188		$	—		$	123,970