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8-K - 8-K - New Home Co Inc.newhome8-kq12015.htm



THE NEW HOME COMPANY REPORTS FIRST QUARTER 2015 RESULTS

- Net Income of $4.6 Million or $0.28 Per Share -
- Total Revenues increase 302% to $103 Million -
- Backlog Dollar Value increases more than five times to $83 Million -
- Backlog Dollar Value of JVs more than doubles to $216 Million -

Aliso Viejo, California, May 8, 2015. The New Home Company Inc. (NYSE: NWHM) today announced results for the first quarter ended March 31, 2015.

First Quarter 2015 Highlights Compared to First Quarter 2014
Net income of $4.6 million, an increase of 191%
Home sales revenue increases to $56.2 million from $5.0 million
Total revenues of $102.9 million, an increase of 302%
Equity in net income from JVs more than doubled to $1.9 million
Backlog dollar value grew more than five times to $82.7 million

“The benefits of our diverse growth strategy were evident during the quarter and we are pleased by the strong execution across our entire operating platform,” stated Larry Webb, Chief Executive Officer. “During the first quarter, we significantly expanded our revenues and improved our profitability across all project activities. We ended the quarter with a dramatically improved backlog in our wholly owned and JV operations which will continue to drive strong results and meaningful returns. Further, the significant improvement in SG&A leverage reflects the steps we have taken to focus on our wholly owned operations. As we look forward to the balance of 2015, we are committed to executing our strategy and expect to deliver on our growth and profit objectives for the full year 2015.”

First Quarter 2015 Operating Results

Total revenues for the first quarter 2015 were $102.9 million, compared to $25.6 million in the prior year period. The net income attributable to the Company was $4.6 million, or $0.28 per diluted share, compared to net income of $1.6 million, or $0.11 per diluted share, in the prior year period. The increase in net income was primarily due to an increase in home sales revenue, fee building revenue, and equity in net income from JVs.

Wholly Owned Projects

Home sales revenue for the first quarter 2015 was $56.2 million, compared to $5.1 million in the prior year period and new home deliveries were 29, compared to 10 in the prior year period. The growth in new home deliveries was primarily due to increased activity at two communities in Irvine, California. The average selling price of homes delivered was approximately $1,939,000 compared to $505,000 in the prior year period. The expansion in average selling prices was primarily due to a change in product mix to communities with higher average sales prices located in Irvine, California. The Company expects that the average selling price will continue to vary from quarter to quarter due to the mix of homes offered and the introduction of new communities.

Homebuilding gross margin percentage was 14.1%, compared to 21.2%, in the prior year period. Adjusted homebuilding gross margin percentage*, which excludes interest in cost of home sales, was 14.8%, compared to 21.3% in the prior

1



year period, mainly attributable to a higher mix of closings from two communities in Irvine, California. SG&A expense was $4.9 million, compared to $2.7 million in the prior year period. As a percentage of home sales revenue, SG&A improved to 8.8%, compared to 53.0% in the prior year period, largely attributable to higher home sale revenue.

New home orders were 25, compared to 10 homes in the prior year period. The Company had four active selling communities at the end of the first quarter, compared to three at the end of the prior year period. At the end of the first quarter, the number of homes in backlog was 37, representing approximately $82.7 million of backlog dollar value, compared to 15 homes in the prior year period, representing approximately $12.7 million of backlog dollar value. The average sales price of homes in backlog at the end of the first quarter was $2,235,000, compared to $849,000 at the end of the prior year period. The increase in average selling price of homes in backlog was primarily the result of increased net new home orders in higher priced communities.

Unconsolidated Joint Ventures (JVs)

The Company’s share of net income from JVs for the first quarter 2015 was $1.9 million, compared to $0.8 million in the prior year period. The net income of our unconsolidated joint ventures increased primarily due to an increase in new home deliveries and home sales revenue, and the recognition of land sales revenue during the first quarter of 2015. The following sets forth supplemental information about the Company’s JVs. Such information is not included in the Company’s financial data for GAAP purposes.

Total revenue of the JVs was $81.2 million and net income was $10.8 million, compared to $21.5 million and $2.2 million in the prior year period, respectively. Home sales revenue of the JVs was $51.2 million, compared to $21.5 million in the prior year period. New home deliveries increased to 54, compared to 30 in the prior year period primarily due to an increase in average selling communities. The average selling price of homes delivered in JVs was $949,000 compared to $717,000 in the prior year period primarily due to a shift in regional and product mix. Land sales revenue of the JVs during the first quarter 2015 totaled $30.0 million, primarily related to the sale of improved lots by our Foster City and Cannery joint ventures.

Homebuilding gross margin percentage generated by the JVs was 18.6%, compared to 26.4% in the prior year period. Adjusted homebuilding gross margin of the JVs, which excludes interest in cost of home sales, was 20.2%, compared to 27.1% in the prior year period as a result of a shift in product mix. The gross margin percentage from JV land sales was 26.3% and the adjusted land sales gross margin percentage* of the JVs was 26.4% for the first quarter 2015, which excludes interest in cost of land sales.

New home orders in JVs were 108 homes, compared to 68 new homes in the prior year period, primarily attributable to a higher order rate per community and the addition of one new selling community. The JVs had nine actively selling communities at the end of the first quarter, compared to eight at the end of the prior year period. At the end of the quarter, the number of homes in backlog in JVs was 129, representing approximately $170.6 million of backlog dollar value, compared to 100 homes at the end of the prior year period, representing approximately $97.0 million of backlog dollar value. The number of lots in backlog in JVs was 140, representing approximately $45.7 million of backlog dollar value in the first quarter 2015. There was no land sale activity in the prior year period.

Fee Building Projects

Fee building revenue for the first quarter 2015 was $46.6 million, compared to $20.5 million in the prior year period, primarily due to the increase in construction activity in the fee building communities. Fee building gross margin was $2.9 million, compared to $1.1 million in the prior year period, largely attributable to higher fee building revenue.

Balance Sheet and Liquidity

As of March 31, 2015, the Company had $51.8 million of cash and cash equivalents, $17.1 million in available loan commitments and total debt outstanding of $125.1 million. The Company ended the first quarter 2015 with a net debt-to-capital ratio of 32.4%.


2



Conference Call Details

The Company will host a conference call and webcast for investors and other interested parties beginning at 11:00 a.m. Eastern Time on Friday, May 8, 2015 to review first quarter results, discuss recent events and conduct a question-and-answer period. The conference call will be available in the Investors section of the Company’s website at www.NWHM.com. To listen to the broadcast live, go to the site approximately 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software. To participate in the telephone conference call, dial 1-877-407-0789 (domestic) or 1-201-689-8562 (international) at least five minutes prior to start time. Replays of the conference call will be available through June 8, 2015 and can be accessed by dialing 1-877-870-5176 (domestic) or 1-858-384-5517 (international) and entering the pass code 13606098.

About The New Home Company

NWHM is a new generation homebuilder focused on the design, construction and sale of innovative and consumer-driven homes in major metropolitan areas within select growth markets in California, including coastal Southern California, the San Francisco Bay area and metro Sacramento. The Company is headquartered in Aliso Viejo, California. For more information about the Company and its new home developments, please visit the Company's website at www.NWHM.com.

Forward-Looking Statements

Various statements contained in this press release, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, our ability to execute our strategic growth objectives, revenues, income and capital spending. Our forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “intend,” “anticipate,” “potential,” “plan,” “goal,” “will,” or other words that convey the uncertainty of future events or outcomes. The forward-looking statements in this press release speak only as of the date of this release, and we disclaim any obligation to update these statements unless required by law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. The following factors, among others, may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements: economic changes either nationally or in the markets in which we operate, including declines in employment, volatility of mortgage interest rates and inflation; a downturn in the homebuilding industry; continued volatility and uncertainty in the credit markets and broader financial markets; our future operating results and financial condition; our business operations; changes in our business and investment strategy; availability of land to acquire and our ability to acquire such land on favorable terms or at all; availability, terms and deployment of capital; continued or increased disruption in the availability of mortgage financing or the number of foreclosures in the market; shortages of or increased prices for labor, land or raw materials used in housing construction; delays in land development or home construction resulting from adverse weather conditions or other events outside our control; the cost and availability of insurance and surety bonds; changes in, or the failure or inability to comply with, governmental laws and regulations; the timing of receipt of regulatory approvals and the opening of projects; the degree and nature of our competition; our leverage and debt service obligations; availability of qualified personnel and our ability to retain our key personnel; and additional factors discussed under the sections captioned “Risk Factors” included in our annual report filed with the Securities and Exchange Commission ("SEC").

Contact:
Investor Relations:
949-382-7838
investorrelations@nwhm.com

3




KEY OPERATIONS AND FINANCIAL DATA
(dollars in thousands)
(unaudited)
 
Three Months Ended March 31,
 
2015
 
2014
 
Change
Operating Data:
 
 
 
 
 
Total Revenues
$
102,865

 
$
25,563

 
$
77,302

Home sales revenue
$
56,236

 
$
5,051

 
$
51,185

Homebuilding gross margin
$
7,956

 
$
1,069

 
$
6,887

Homebuilding gross margin %
14.1
%
 
21.2
%
 
(7.1
)%
Adjusted homebuilding gross margin % *
14.8
%
 
21.3
%
 
(6.5
)%
Fee building revenue (1)
$
46,629

 
$
20,512

 
$
26,117

Fee building gross margin
$
2,853

 
$
1,061

 
$
1,792

Fee building gross margin %
6.1
%
 
5.2
%
 
0.9
 %
Equity in net income of unconsolidated joint ventures
$
1,868

 
$
773

 
$
1,095

Net income attributable to The New Home Company Inc.
$
4,569

 
$
1,571

 
$
2,998

Interest incurred and capitalized to inventory
$
879

 
$
241

 
$
638

Interest in cost of home sales
$
359

 
$
5

 
$
354

Other Data:
 
 
 
 
 
New home orders
25

 
10

 
15

New homes delivered
29

 
10

 
19

Average selling price of homes delivered
$
1,939

 
$
505

 
$
1,434

Selling communities at end of period
4

 
3

 
1

Backlog (est. dollar value)
$
82,707

 
$
12,741

 
$
69,966

Backlog (homes)
37

 
15

 
22

Average selling price in backlog
$
2,235

 
$
849

 
$
1,386

 
 
 
 
 
 
 
March 31,
 
December 31,
 
 
Balance Sheet Data:
2015
 
2014
 
Change
Cash, cash equivalents and restricted cash
$
51,932

 
$
44,340

 
$
7,592

Real estate inventories
$
173,513

 
$
163,564

 
$
9,949

Lots owned and controlled (2)
5,433

 
5,926

 
(493
)
Notes payable, including notes payable to affiliates
$
125,053

 
$
113,751

 
$
11,302

Equity, exclusive of non-controlling interest
$
152,906

 
$
148,084

 
$
4,822

Book capitalization
$
277,959

 
$
261,835

 
$
16,124

Ratio of debt-to-capital
45.0
%
 
43.4
%
 
1.6
 %
Ratio of net debt-to-capital *
32.4
%
 
31.9
%
 
0.5
 %

(1) Fee building revenue includes management fees from unconsolidated joint ventures of $3.0 million and $1.7 million for the three months ended March 31, 2015 and 2014, respectively.
(2) Includes lots owned and controlled through joint ventures and fee building agreements.
* See "Reconciliation of Non-GAAP Financial Measures" beginning on page 9.

4




KEY OPERATIONS AND FINANCIAL DATA - UNCONSOLIDATED JOINT VENTURES
(dollars in thousands)
(unaudited)
 
Three Months Ended March 31,
 
2015
 
2014
 
Change
Operating Data:
 
 
 
 
 
Home sales revenues
$
51,239

 
$
21,500

 
$
29,739

Homebuilding gross margin
$
9,532

 
$
5,681

 
$
3,851

Homebuilding gross margin %
18.6
%
 
26.4
%
 
(7.8
)%
Adj homebuilding gross margin % *
20.2
%
 
27.1
%
 
(6.9
)%
Land sales revenues
$
29,985

 
$

 
$
29,985

Land gross margin
$
7,894

 
$

 
$
7,894

Land gross margin %
26.3
%
 

 
26.3
 %
Adj land gross margin %*
26.4
%
 

 
26.4
 %
Net income
$
10,766

 
$
2,188

 
$
8,578

Interest in cost of home sales
$
819

 
$
145

 
$
674

Interest in cost of land sales
$
16

 
$

 
$
16

Other Data:
 
 
 
 
 
New home orders
108

 
68

 
40

New homes delivered
54

 
30

 
24

Average selling price of homes delivered
$
949

 
$
717

 
$
232

Selling communities at end of period
9

 
8

 
1

Backlog homes (est. dollar value)
$
170,600

 
$
96,952

 
$
73,648

Backlog (homes)
129

 
100

 
29

Average selling price in backlog (homes)
$
1,322

 
$
970

 
$
352

Backlog lots (est. dollar value)**
$
45,662

 
$

 
$
45,662

Backlog (lots) **
140

 

 
140

 
 
 
 
 
 
 
March 31,
 
December 31,
 
 
Balance Sheet Data:
2015
 
2014
 
Change
Cash, cash equivalents and restricted cash
$
72,895

 
$
60,018

 
$
12,877

Real estate inventories
$
450,263

 
$
459,770

 
$
(9,507
)
Lots owned and controlled
3,558

 
3,892

 
(334
)
Notes payable
$
103,017

 
$
87,994

 
$
15,023

The Company's equity
$
56,347

 
$
60,564

 
$
(4,217
)
Other partners' equity
$
307,920

 
$
320,451

 
$
(12,531
)
Book capitalization
$
467,284

 
$
469,009

 
$
(1,725
)
  
* See "Reconciliation of Non-GAAP Financial Measures" beginning on page 9.
** Backlog includes 80 lots and $18.1 million related to purchase contracts between the joint venture and the Company. Lot count excludes a retail parcel with a contract price of $8.3 million.

5




CONSOLIDATED BALANCE SHEETS

 
March 31,
 
December 31,
 
2015
 
2014
 
(unaudited)
 
 
Assets
 
 
 
Cash and cash equivalents
$
51,787,691

 
$
44,057,589

Restricted cash
144,327

 
282,501

Contracts and accounts receivable
16,735,828

 
13,163,927

Due from affiliates
1,157,537

 
2,662,423

Real estate inventories
173,512,785

 
163,564,181

Investment in unconsolidated joint ventures
56,346,503

 
60,564,033

Property and equipment, net of accumulated depreciation
1,026,560

 
983,984

Other assets
6,963,935

 
6,679,468

Total assets
$
307,675,166

 
$
291,958,106

 
 
 
 
Liabilities and equity
 
 
 
Accounts payable
$
20,126,482

 
$
16,580,629

Accrued expenses and other liabilities
6,670,384

 
11,200,458

Notes payable
124,305,081

 
113,751,334

Notes payable to affiliates
747,432

 

Total liabilities
151,849,379

 
141,532,421

Equity:
 
 
 
Stockholders' equity:
 
 
 
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares outstanding

 

Common stock, $0.01 par value, 500,000,000 shares authorized, 16,516,546 and 16,448,750, shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively.
165,166

 
164,488

Additional paid-in capital
143,727,978

 
143,474,637

Retained earnings
9,013,199

 
4,444,553

Total The New Home Company Inc. stockholders' equity
152,906,343

 
148,083,678

Noncontrolling interest in subsidiary
2,919,444

 
2,342,007

Total equity
155,825,787

 
150,425,685

Total liabilities and equity
$
307,675,166

 
$
291,958,106




6




CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

 
Three Months Ended March 31,
 
2015
 
2014
Revenues:
 
 
 
Home sales
$
56,235,763

 
$
5,051,320

Fee building, including management fees from unconsolidated joint ventures of $2,967,900 and $1,684,574, respectively
46,629,463

 
20,512,086

 
102,865,226

 
25,563,406

Expenses:
 
 
 
Cost of homes sales
48,279,524

 
3,982,138

Cost of fee building
43,776,750

 
19,451,467

Abandoned project costs
114,595

 
86,104

Selling and marketing
1,278,543

 
398,188

General and administrative
3,660,264

 
2,278,309

 
97,109,676

 
26,196,206

Equity in net income of unconsolidated joint ventures
1,867,899

 
773,220

Guaranty fee income

 
18,927

Other expense, net
(193,038
)
 
(656
)
Income before taxes
7,430,411

 
158,691

(Provision) benefit for taxes
(2,885,169
)
 
1,412,020

Net income
4,545,242

 
1,570,711

Net loss attributable to noncontrolling interests
23,404

 
500

Net income attributable to The New Home Company Inc.
$
4,568,646

 
$
1,571,211

 
 
 
 
Earnings per share attributable to The New Home Company Inc.
 
 
 
Basic
$
0.28

 
$
0.11

Diluted
$
0.28

 
$
0.11

Weighted average shares outstanding:
 
 
 
Basic
16,487,859

 
13,931,389

Diluted
16,574,280

 
13,944,323



7



CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 
Three Months Ended
 
March 31,
 
2015

2014
Operating activities:
 
 
 
Net income
$
4,545,242

 
$
1,570,711

Adjustments to reconcile net income to net cash used in operating activities:
 
 
 
Deferred taxes
(5,840,516
)
 
(1,442,533
)
Amortization of equity based compensation
254,019

 
678,376

Distributions of earnings from unconsolidated joint ventures
2,702,202

 
1,074,526

Equity in net income of unconsolidated joint ventures
(1,867,899
)
 
(773,220
)
Deferred profit from unconsolidated joint ventures
(978,185
)
 

Depreciation
112,827

 
62,068

Abandoned project costs
114,595

 
86,104

Net changes in operating assets and liabilities:
 
 
 
Restricted cash
138,174

 
(595,126
)
Contracts and accounts receivable
(3,571,901
)
 
(5,499,414
)
Due from affiliates
1,504,886

 
(229,798
)
Real estate inventories
(11,214,926
)
 
(13,232,467
)
Other assets
5,556,049

 
2,067,697

Accounts payable
3,545,853

 
7,265,130

Accrued expenses and other liabilities
(4,530,074
)
 
(4,196,765
)
Net cash used in operating activities
(9,529,654
)
 
(13,164,711
)
Investing activities:
 
 
 
Purchases of property and equipment
(155,403
)
 
(216,100
)
Contributions to unconsolidated joint ventures
(2,130,674
)
 
(2,756,173
)
Distributions of equity from unconsolidated joint ventures
6,492,086

 
602,664

Net cash provided by (used in) investing activities
4,206,009

 
(2,369,609
)
Financing activities:
 
 
 
Net proceeds from issuance of common stock

 
87,800,022

Repurchase of common stock

 
(11,988,281
)
Borrowings from notes payable
21,676,983

 
2,750,692

Repayments of notes payable
(8,623,236
)
 
(3,332,914
)
Net cash provided by financing activities
13,053,747

 
75,229,519

Net increase in cash and cash equivalents
7,730,102

 
59,695,199

Cash and cash equivalents – beginning of period
44,057,589

 
9,541,361

Cash and cash equivalents – end of period
$
51,787,691

 
$
69,236,560

Supplemental disclosures of cash flow information
 
 
 
Interest paid, net of amounts capitalized
$

 
$

Taxes paid
$
5,850,000

 
$
250,000

Supplemental disclosures of non-cash transactions
 
 
 
Purchase of real estate with note payable to land seller
$

 
$
17,000,000

Purchase of real estate with notes payable to affiliates
$
747,432

 
$

Contribution of real estate from noncontrolling interest in subsidiary
$
600,841

 
$


8




RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(unaudited)

In this earnings release, we utilize certain non-GAAP financial measures as defined by the Securities and Exchange Commission. We present these measures because we believe they, and similar measures, are useful to management and investors in evaluating the company’s operating performance and financing structure. We also believe these measures facilitate the comparison of our operating performance and financing structure with other companies in our industry. Because these measures are not calculated in accordance with Generally Accepted Accounting Principles (“GAAP”), they may not be comparable to other similarly titled measures of other companies and should not be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP.
The following tables reconcile homebuilding and land sales gross margin percentage, as reported and prepared in accordance with GAAP, to the non-GAAP measure adjusted homebuilding and land sales gross margin percentage. We believe this information is meaningful, as it isolates the impact leverage has on homebuilding gross margin and permits investors to make better comparisons with our competitors, who adjust gross margins in a similar fashion.
 
Three Months Ended March 31,
 
2015
 
%
 
2014
 
%
Homebuilding
 
 
 
 
 
 
 
Home sales revenue
$
56,235,763

 
100.0
%
 
$
5,051,320

 
100.0
%
Cost of home sales
48,279,524

 
85.9
%
 
3,982,138

 
78.8
%
Homebuilding gross margin
7,956,239

 
14.1
%
 
1,069,182

 
21.2
%
Add: interest in cost of home sales
359,050

 
0.7
%
 
5,100

 
0.1
%
Adjusted homebuilding gross margin
$
8,315,289

 
14.8
%
 
$
1,074,282

 
21.3
%
Homebuilding gross margin percentage
14.1
%
 
 
 
21.2
%
 
 
Adjusted homebuilding gross margin percentage
14.8
%
 
 
 
21.3
%
 
 
 
 
 
 
 
 
 
 
Unconsolidated Joint Ventures - Homebuilding
 
 
 
 
 
 
 
Home sales revenue
$
51,239,008

 
100.0
%
 
$
21,499,838

 
100.0
%
Cost of home sales
41,707,069

 
81.4
%
 
15,819,153

 
73.6
%
Homebuilding gross margin
9,531,939

 
18.6
%
 
5,680,685

 
26.4
%
Add: interest in cost of home sales
819,372

 
1.6
%
 
144,875

 
0.7
%
Adjusted homebuilding gross margin
$
10,351,311

 
20.2
%
 
$
5,825,560

 
27.1
%
Homebuilding gross margin percentage
18.6
%
 
 
 
26.4
%
 
 
Adjusted homebuilding gross margin percentage
20.2
%
 
 
 
27.1
%
 
 
 
 
 
 
 
 
 
 
Unconsolidated Joint Ventures - Land
 
 
 
 
 
 
 
Land sales revenue
$
29,984,937

 
100.0
%
 
$

 

Cost of land sales
22,090,606

 
73.7
%
 

 

Land gross margin
7,894,331

 
26.3
%
 

 

Add: interest in cost of land sales
15,861

 
0.1
%
 

 

Adjusted land gross margin
$
7,910,192

 
26.4
%
 
$

 

Land gross margin percentage
26.3
%
 
 
 

 
 
Adjusted land gross margin percentage
26.4
%
 
 
 

 
 
 
 
 
 
 
 
 
 

9




RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (continued)
(unaudited)

The following table reconciles the Company’s ratio of debt-to-capital to the ratio of net debt-to-capital. We believe that the ratio of net debt-to-capital is a relevant financial measure for management and investors to understand the leverage employed in our operations and as an indicator of the Company’s ability to obtain financing.
 
March 31,
 
December 31,
 
2015
 
2014
Notes payable, including notes payable to affiliates
$
125,052,513

 
$
113,751,334

Equity, exclusive of non-controlling interest
152,906,343

 
148,083,678

Total capital
$
277,958,856

 
$
261,835,012

Ratio of debt-to-capital (1)
45.0
%
 
43.4
%
 
 
 
 
Notes payable, including notes payable to affiliates
$
125,052,513

 
$
113,751,334

Less: cash, cash equivalents and restricted cash
51,932,018

 
44,340,090

Net debt
73,120,495

 
69,411,244

Equity, exclusive of non-controlling interest
152,906,343

 
148,083,678

Total capital
$
226,026,838

 
$
217,494,922

Ratio of net debt-to-capital (2)
32.4
%
 
31.9
%
 
(1)
The ratio of debt-to-capital is computed as the quotient obtained by dividing notes payable by the sum of total notes payable plus equity, exclusive of non-controlling interest.

(2)
The ratio of net debt-to-capital is computed as the quotient obtained by dividing net debt (which is notes payable less cash to the extent necessary to reduce the debt balance to zero) by total capital, exclusive of non-controlling interest. The most directly comparable GAAP financial measure is the ratio of debt-to-capital. We believe the ratio of net debt-to-capital is a relevant financial measure for investors to understand the leverage employed in our operations and as an indicator of our ability to obtain financing. We believe that by deducting our cash from our notes payable, we provide a measure of our indebtedness that takes into account our cash liquidity. We believe this provides useful information as the ratio of debt-to-capital does not take into account our liquidity and we believe that the ratio net of cash provides supplemental information by which our financial position may be considered. Investors may also find this to be helpful when comparing our leverage to the leverage of our competitors that present similar information. See the table above reconciling this non-GAAP financial measure to the ratio of debt-to-capital.



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