New Home 10-Q/A Q1 14


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A
 
 
AMENDMENT NO. 1
 
 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014 or
p
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______to ______
 
Commission File Number 001-36283
 
 

 
The New Home Company Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
 
Delaware
 
27-0560089
(State or other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
85 Enterprise, Suite 450
Aliso Viejo, California 92656
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (949) 382-7800
 
 
 
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
p
Non-accelerated filer (Do not check if smaller reporting company)
ý
Smaller reporting company
p
Accelerated filer
p
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  ý
Registrant’s shares of common stock outstanding as of May 7, 2014: 16,448,750





EXPLANATORY NOTE

The purpose of this Amendment No. 1 ("Amendment") to our Quarterly Report on Form 10-Q for the period ended March 31, 2014 (the “Form 10-Q”), originally filed with the Securities and Exchange Commission on May 8, 2014, is to furnish Exhibit 101 to the Form 10-Q, which contains the Company's initial submission of interactive data files. As permitted by Rule 405 of Regulation S-T, Exhibit 101 was required to be furnished by amendment to the Form 10-Q within 30 days after the initial filing thereof.

No other changes have been made to the Form 10-Q. This Amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q.







Item 6.    Exhibits

 
 
 
Exhibit
Number
  
Exhibit Description
 
 
3.1

 
Amended and Restated Certificate of Incorporation of The New Home Company Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K (filed March 27, 2014))
 
 
 
3.2

 
Bylaws of The New Home Company Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K (filed March 27, 2014))
 
 
 
4.1

 
Specimen Common Stock Certificate of The New Home Company Inc. (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 (Amendment No. 10, filed on Jan. 24, 2014))
 
 
 
4.2

 
Investor Rights Agreement among The New Home Company Inc., TNHC Partners LLC, IHP Capital Partners VI, LLC, WATT/TNHC LLC, TCN/TNHC LP and collectively H. Lawrence Webb, Wayne J. Stelmar, Joseph D. Davis and Thomas Redwitz (incorporated by reference to Exhibit 4.2 of the Company’s Annual Report on Form 10-K (filed March 27, 2014))
 
 
 
31.1

*
Chief Executive Officer Section 302 Certification of the Sarbanes-Oxley Act of 2002
 
 
31.2

*
Chief Financial Officer Section 302 Certification of the Sarbanes-Oxley Act of 2002
 
 
32.1

*
Chief Executive Officer Section 906 Certification of the Sarbanes-Oxley Act of 2002
 
 
32.2

*
Chief Financial Officer Section 906 Certification of the Sarbanes-Oxley Act of 2002
 
 
 
101

**
The following materials from The New Home Company Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, formatted in eXtensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statement of Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Condensed Consolidated Financial Statements.


 
 
 
* Previously filed or furnished with the Form 10-Q.

** Exhibit furnished with this Amendment. As provided in Rule 406T of Regulation S-T, this information is deemed furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
 
 
 
 
 
 
 
 
 
 
The New Home Company Inc.
 
 
 
 
 
 
 
 
By:
 
/s/ H. Lawrence Webb
 
 
 
 
 
 
H. Lawrence Webb
 
 
 
 
 
 
Chief Executive Officer and Chairman of
 
 
 
 
 
 
the Board
 
 
 
 
 
 
 
 
 
 
 
By:
 
/s/ Wayne Stelmar
 
 
 
 
 
 
Wayne Stelmar
 
 
 
 
 
 
Chief Financial Officer, Secretary and Director
Date: June 5, 2014