New Home : Investor Presentation - July 2021

Investor Presentation

July 2021

Build A Better Life

Confidential

Disclaimers

Cautionary Statement Regarding Forward-Looking Statements

Various statements contained in this presentation, including those that express a belief, anticipation, expectation or intention, as well as those that are not statements of historical fact, are forward- looking statements. Such statements include the statements regarding current business conditions and potential adverse impacts of the COVID-19 pandemic. These forward-looking statements may include projections and estimates concerning our revenues, community counts and openings, the timing and success of specific projects, our ability to execute our strategic growth objectives, gross margins, other projected results, income, earnings per share, joint ventures and capital spending. Our forward-looking statements are generally accompanied by words such as "estimate," "should," "project," "predict," "believe," "expect," "intend," "anticipate," "potential," "plan," "goal," "will," "guidance," "target," "forecast," or other words that convey the uncertainty of future events or outcomes. The forward-looking statements in this presentation speak only as of the date of this presentation, 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: uncertainty surrounding how many of NWHM's stockholders will tender their shares in the tender offer; the possibility that any or all of the various conditions to the consummation of the tender offer, including the failure to receive required regulatory approvals from any applicable governmental entities, may not be satisfied or waived in a timely manner, if at all; the possibility of business disruptions due to transaction-related uncertainty; uncertainties related to the timing and expected financing of the tender offer and the merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, a pandemic, epidemic, or outbreak of infectious disease or similar threat, and the response to such event by government agencies and authorities, adverse impacts due to the COVID-19 pandemic, including a recession in the U.S., which could include, among other things, a significant decrease in demand for our homes or consumer confidence generally with respect to purchasing a home, the impact of legislation designed to provide economic relief from a recession, the inability of employees to work and of customers to visit our communities due to government movement restrictions or illness, disruptions in our supply chain, our inability to access capital markets due to lack of liquidity in the economy resulting from the responses to the COVID-19 pandemic, inconsistencies in the classification of homebuilding as an essential business, recognition of charges which may be material for inventory impairments or land option contract abandonments; 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; changes in sales conditions, including home prices, in the markets where we build homes; our significant amount of debt and the impact of restrictive covenants in our debt agreements; our ability to repay our debt as it comes due; changes in our credit rating or outlook; volatility and uncertainty in the credit markets and broader financial markets; our business and investment strategy including our plans to sell more affordably priced homes; availability of land to acquire and our ability to acquire such land on favorable terms or at all; our liquidity and availability, terms and deployment of capital; changes in margin; write-downs; shortages of or increased prices for labor, land or raw materials used in housing construction; adverse weather conditions and natural disasters (including wild fires and mudslides); our concentration in California; issues concerning our joint venture partnerships; the cost and availability of insurance and surety bonds; governmental regulation, including the impact of "slow growth" or similar initiatives; 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; delays in the land entitlement process, development, construction, or the opening of new home communities; litigation and warranty claims; the degree and nature of competition; the impact of recent accounting standards; availability of qualified personnel and our ability to retain our key personnel; and information technology failures and data security breaches, including issues involving increased reliance on technology due to critical business functions being done remotely because of COVID-19; the successful completion of our acquisition by Apollo (as described herein), or our failure to complete such acquisition; the impact of the pendency of our acquisition by Apollo on our business and operations; our ability to realize the anticipated benefits of our acquisition by Apollo or do so within the anticipated time frame; and additional factors discussed under the sections captioned "Risk Factors" included in the Consent Solicitation Statement (including any supplements thereto and the materials incorporated by reference therein, (the "Consent Solicitation Statement")), our Annual Report on Form 10-K for the year ended December 31, 2020, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and other reports filed with the Securities and Exchange Commission.

Non-GAAP Financial Measures

This presentation contains non-GAAP financial measures, including adjusted homebuilding gross margin. We present these non-GAAP financial measures, because we believe they, and similar measures, are useful to management and investors in evaluating our operational 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 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.

General

This presentation is confidential and for your information only and is not intended to be distributed to or reviewed by anyone other than you. This presentation is not an offer to sell or a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security. Any solicitations of consents in respect of securities are being made solely by means of the Consent Solicitation Statement. Accordingly, you should read the Consent Solicitation Statement in its entirety (including the Risk Factors and other cautionary statements contained therein), and you should base your investment decision with respect to any such consent solely on the Consent Solicitation Statement and not any statements in this presentation.

Confidential	2

Today's Presenters

Leonard Miller

President & Chief Executive Officer

Relevant Experience

• Transitioned to CEO role effective August 30, 2019
• Former COO, The New Home Company (2017-2019)
• Former California Regional President for Richmond American Homes, a subsidiary of M.D.C. Holdings, Inc. (2004-2017)

John Stephens

EVP & Chief Financial Officer

• The New Home Company (2015-Present)
• Former CFO of M.D.C. Holdings, Inc. (2012-2015)
• Former CFO of Standard Pacific Corp. (2009-2011); Also former SVP, Treasurer & Corporate Controller (1996-2009)

Peter Sinensky

Partner, Apollo Global Management

• Private Equity, Apollo Global Management (2011-Present)
• Former member of the Mergers and Acquisitions group at J.P. Morgan (2009- 2011)
• Currently serves on the board of directors of OneMain Holdings

Confidential

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Executive Summary

• On July 23, 2021 funds managed by affiliates of Apollo Global Management, Inc. (NYSE:
  APO or "Apollo") entered into a definitive agreement to acquire The New Home Company Inc. (NYSE: NWHM or the "New Home")
• • The acquisition will be funded through new cash equity of $190M from Apollo in an equity for equity transaction
  • No incremental debt will be raised in conjunction with the transaction
  • • The existing revolving credit facility will be refinanced with a new 4 year facility
• Given the change in ownership, New Home is seeking a consent from the noteholders of the existing 7.25% senior unsecured notes due 2025 to (i) eliminate the requirement to make a
  "change of control" offer in connection with the proposed acquisition of New Home and (ii) make certain other customary changes for a privately-held company to the "change of control" provisions
• • Consenting noteholders will receive a consent fee of $2.50 per $1,000 in principal amount of the notes validly delivered for the consent
  • We expect the acquisition to close in 2H 2021

Confidential

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Transaction Overview

Sources of funds	$M
New sponsor equity	$190
Rolled existing 7.25% Senior Unsecured Notes	285
Excess cash from balance sheet	13
New $80mm Revolving credit facility(1)	-
Total sources of funds	$488

Uses of funds	$M
Equity purchase price	$173
Rolled existing 7.25% Senior Unsecured Notes	285
Estimated transaction and financing fees	30
Total uses of funds	$488

$M	Pro Forma 03/31/21	Maturity
Cash and cash equivalents	$102
New $80mm Revolving credit facility(1)	-	4 years
Existing 7.25% Senior Unsecured Notes(2)	285	Oct-25
Total debt(2)	$285
Net debt(2)	$183
Book value of equity(3)	$190
Total book capitalization(2)	$475
Net book capitalization(2)	$373
Real estate inventory and JV investments	$352
Revolving credit facility commitment amounts(1)	$80
Cash + undrawn RCF commitments(1)	$182
Credit Statistics
(Cash + inventory + JVs) / total debt	1.59x
Net debt / Net book capitalization	49.1%

Note: Figures may not sum due to rounding

1. Potential additional commitments of $20 million to be obtained prior to Closing Date of acquisition. (2) Debt balance shown at principal amount. Does not reflect any purchase accounting adjustments or unamortized premiums or discounts. (3) Illustrative based on new sponsor equity contribution and excludes impact of purchase accounting adjustments.

Confidential

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