Table Of Contents

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

FORM 10-Q

  

(Mark One)

[X]

[ X ]           Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended JULY 31, 20152016

OR

 

[    ]

[    ]           Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission file number 1-8551

 

Hovnanian Enterprises, Inc. (Exact Name of Registrant as Specified in Its Charter)

 

Delaware (State or Other Jurisdiction of Incorporation or Organization)

 

22-1851059 (I.R.S. Employer Identification No.)

 

110 West Front Street, P.O. Box 500, Red Bank, NJ  07701 (Address of Principal Executive Offices)

 

732-747-7800 (Registrant's Telephone Number, Including Area Code)

 

N/A  (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

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 [ X ]    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 [ X ]  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 [   ]  Accelerated Filer  [ X ]

 Large Accelerated Filer [   ]

Accelerated Filer  [ X ]

 Non-Accelerated Filer  [   ]     (Do not check if smaller reporting company)

Non-Accelerated Filer  [   ]  (Do not check if smaller reporting company)   Smaller Reporting Company [   ]

    

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [   ]  No [ X ]

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 131,532,118131,978,750 shares of Class A Common Stock and 14,985,09915,318,323 shares of Class B Common Stock were outstanding as of September 3, 2015.  2, 2016.

 

 
1

Table Of Contents
 

 

HOVNANIAN ENTERPRISES, INC.

FORM 10-Q  

FORM 10-Q

 

INDEX

PAGE

NUMBER

  

  

PART I.  Financial Information

  

Item l.  Financial Statements:

  

  

  

Condensed Consolidated Balance Sheets (unaudited) as of July 31, 20152016 and October 31, 20142015

3

  

  

Condensed Consolidated Statements of Operations (unaudited) for the three and nine months ended July 31, 20152016 and 20142015

5

  

  

Condensed Consolidated Statement of Equity (unaudited) for the nine months ended July 31, 20152016

6

  

  

Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended July 31, 20152016 and 20142015

7

  

  

Notes to Condensed Consolidated Financial Statements (unaudited)

9

  

  

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

3538

  

  

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

5962

  

  

Item 4.  Controls and Procedures

6063

  

  

PART II.  Other Information

  

Item 1.  Legal Proceedings

6063

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

6063

  

  

Item 5. Other Information

63

Item 6.  Exhibits

6165

  

  

Signatures

6267

  

 
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Table Of Contents
 

   

HOVNANIANENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(InThousands)

 

 

July 31,

2015

  

October 31,

2014

  

July 31,

2016

  

October 31,

2015

 
 

(Unaudited)

   (1)  

(Unaudited)

  (1) 

ASSETS

              
              

Homebuilding:

              

Cash and cash equivalents

  $207,302   $255,117  $181,526  $245,398 

Restricted cash and cash equivalents

  9,772   13,086  4,107  7,299 

Inventories:

              

Sold and unsold homes and lots under development

  1,294,033   961,994  989,416  1,307,850 

Land and land options held for future development or sale

  209,101   273,463  196,610  214,503 

Consolidated inventory not owned:

        

Specific performance options

  -   3,479 

Other options

  109,355   105,374 

Total consolidated inventory not owned

  109,355   108,853 

Consolidated inventory not owned

 280,728  122,225 

Total inventories

  1,612,489   1,344,310  1,466,754  1,644,578 

Investments in and advances to unconsolidated joint ventures

  66,535   63,883  87,991  61,209 

Receivables, deposits and notes, net

  87,059   92,546  66,184  70,349 

Property, plant and equipment, net

  45,839   46,744  48,351  45,534 

Prepaid expenses and other assets

  80,468   69,358  74,685  77,671 

Total homebuilding

  2,109,464   1,885,044  1,929,598  2,152,038 
              

Financial services:

              

Cash and cash equivalents

  6,635   6,781  8,516  8,347 

Restricted cash and cash equivalents

  16,647   16,236  17,055  19,223 

Mortgage loans held for sale at fair value

  110,670   95,338  137,784  130,320 

Other assets

  2,138   1,988  2,530  2,091 

Total financial services

  136,090   120,343  165,885  159,981 

Income taxes receivable – including net deferred tax benefits

  303,790   284,543  293,358  290,279 

Total assets

  $2,549,344   $2,289,930  $2,388,841  $2,602,298 

 

(1)  Derived from the audited balance sheet as of October 31, 2014.2015.

 

See notes to condensed consolidated financial statements (unaudited).

 

 
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HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands Except Share and Per Share Amounts)

 

 

July 31,

2015

  

October 31,

2014

  

July 31,

2016

  

October 31,

2015

 
 

(Unaudited)

   (1)  

(Unaudited)

  (1) 

LIABILITIES AND EQUITY

              
              

Homebuilding:

              

Nonrecourse mortgages

  $133,380   $103,908 

Nonrecourse mortgages secured by inventory

 $91,319  $143,863 

Accounts payable and other liabilities

  354,128   370,876  380,786  348,516 

Customers’ deposits

  47,299   34,969  45,530  44,218 

Nonrecourse mortgages secured by operating properties

  15,796   16,619  14,621  15,511 

Liabilities from inventory not owned

  98,406   92,381  195,755  105,856 

Total homebuilding

  649,009   618,753  728,011  657,964 
              

Financial services:

              

Accounts payable and other liabilities

  24,996   22,278  26,383  27,908 

Mortgage warehouse lines of credit

  88,554   76,919  115,656  108,875 

Total financial services

  113,550   99,197  142,039  136,783 
              

Notes payable:

              

Revolving credit agreement

 52,000  47,000 

Senior secured notes, net of discount

  980,988   979,935  982,468  981,346 

Senior notes, net of discount

  841,056   590,472  521,043  780,319 

Senior amortizing notes

  12,811   17,049  8,094  12,811 

Senior exchangeable notes

  72,838   70,101  76,650  73,771 

Accrued interest

  30,599   32,222  30,479  40,388 

Total notes payable

  1,938,292   1,689,779  1,670,734  1,935,635 
        

Total liabilities

  2,700,851   2,407,729  2,540,784  2,730,382 
              

Stockholders’ equity deficit:

              

Preferred stock, $0.01 par value - authorized 100,000 shares; issued and outstanding 5,600 shares with a liquidation preference of $140,000 at July 31, 2015 and at October 31, 2014

  135,299   135,299 

Common stock, Class A, $0.01 par value – authorized 400,000,000 shares; issued 143,292,881 shares at July 31, 2015 and 142,836,563 shares at October 31, 2014 (including 11,760,763 shares at July 31, 2015 and October 31, 2014 held in Treasury)

  1,433   1,428 

Common stock, Class B, $0.01 par value (convertible to Class A at time of sale) – authorized 60,000,000 shares; issued 15,676,847 shares at July 31, 2015 and 15,497,543 shares at October 31, 2014 (including 691,748 shares at July 31, 2015 and October 31, 2014 held in Treasury)

  157   155 

Preferred stock, $0.01 par value - authorized 100,000 shares; issued and outstanding 5,600 shares with a liquidation preference of $140,000 at July 31, 2016 and at October 31, 2015

 135,299  135,299 

Common stock, Class A, $0.01 par value – authorized 400,000,000 shares; issued 143,739,513 shares at July 31, 2016 and 143,292,881 shares at October 31, 2015 (including 11,760,763 shares at July 31, 2016 and October 31, 2015 held in treasury)

 1,437  1,433 

Common stock, Class B, $0.01 par value (convertible to Class A at time of sale) – authorized 60,000,000 shares; issued 16,010,071 shares at July 31, 2016 and 15,676,829 shares at October 31, 2015 (including 691,748 shares at July 31, 2016 and October 31, 2015 held in treasury)

 160  157 

Paid in capital – common stock

  705,847   697,943  704,993  703,751 

Accumulated deficit

  (878,883

)

  (837,264

)

 (878,472

)

 (853,364

)

Treasury stock – at cost

  (115,360

)

  (115,360

)

 (115,360

)

 (115,360

)

Total stockholders’ equity deficit

  (151,507

)

  (117,799

)

 (151,943

)

 (128,084

)

Total liabilities and equity

  $2,549,344   $2,289,930  $2,388,841  $2,602,298 

 

(1)  Derived from the audited balance sheet as of October 31, 2014.2015.

 

See notes to condensed consolidated financial statements (unaudited).

 

 
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HOVNANIANHOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands Except Per Share Data)

(Unaudited)

 

 

Three Months Ended July 31,

  

Nine Months Ended July 31,

  

Three Months Ended July 31,

  

Nine Months Ended July 31,

 
 

2015

  

2014

  

2015

  

2014

  

2016

  

2015

  

2016

  

2015

 

Revenues:

                            

Homebuilding:

                            

Sale of homes

  $526,156   $538,007   $1,414,799   $1,331,490  $640,386  $526,156  $1,823,318  $1,414,799 

Land sales and other revenues

  97   1,896   2,538   4,884  59,979  97  72,146  2,538 

Total homebuilding

  526,253   539,903   1,417,337   1,336,374  700,365  526,253  1,895,464  1,417,337 

Financial services

  14,360   11,106   37,939   28,612  16,485  14,360  51,714  37,939 

Total revenues

  540,613   551,009   1,455,276   1,364,986  716,850  540,613  1,947,178  1,455,276 
                            

Expenses:

                            

Homebuilding:

                            

Cost of sales, excluding interest

  432,625   424,145   1,169,576   1,063,465  583,783  432,625  1,583,979  1,169,576 

Cost of sales interest

  16,323   15,827   39,654   37,724  28,406  16,323  66,693  39,654 

Inventory impairment loss and land option write-offs

  1,077   741   7,618   1,927  1,565  1,077  22,915  7,618 

Total cost of sales

  450,025   440,713   1,216,848   1,103,116  613,754  450,025  1,673,587  1,216,848 

Selling, general and administrative

  51,998   51,150   152,258   142,918  51,685  51,998  155,560  152,258 

Total homebuilding expenses

  502,023   491,863   1,369,106   1,246,034  665,439  502,023  1,829,147  1,369,106 
                            

Financial services

  8,244   7,212   23,069   20,591  8,916  8,244  26,749  23,069 

Corporate general and administrative

  15,874   15,804   49,275   46,837  14,885  15,874  43,804  49,275 

Other interest

  22,493   19,880   70,594   66,685  23,159  22,493  68,468  70,594 

Other operations

  1,532   1,089   4,864   3,349  957  1,532  3,488  4,864 

Total expenses

  550,166   535,848   1,516,908   1,383,496  713,356  550,166  1,971,656  1,516,908 

Loss on extinguishment of debt

  -   -   -   (1,155

)

(Loss) income from unconsolidated joint ventures

  (448

)

  211   2,470   3,849  (2,401

)

 (448

)

 (5,227

)

 2,470 

(Loss) income before income taxes

  (10,001

)

  15,372   (59,162

)

  (15,816

)

State and federal income tax (benefit) provision:

                

Income (loss) before income taxes

 1,093  (10,001

)

 (29,705

)

 (59,162

)

State and federal income tax provision (benefit):

            

State

  999   247   3,717   1,484  1,434  999  4,995  3,717 

Federal

  (3,316

)

  (1,980

)

  (21,260

)

  (1,980

)

 133  (3,316

)

 (9,592

)

 (21,260

)

Total income taxes

  (2,317

)

  (1,733

)

  (17,543

)

  (496

)

 1,567  (2,317

)

 (4,597

)

 (17,543

)

Net (loss) income

  $(7,684

)

  $17,105   $(41,619

)

  $(15,320

)

Net loss

 $(474

)

 $(7,684

)

 $(25,108

)

 $(41,619

)

                            

Per share data:

                            

Basic:

                            

(Loss) income per common share

  $(0.05

)

  $0.11   $(0.28

)

  $(0.10

)

Loss per common share

 $(0.00

)

 $(0.05

)

 $(0.17

)

 $(0.28

)

Weighted-average number of common shares outstanding

  147,010   146,365   146,846   146,223  147,412  147,010  147,383  146,846 

Assuming dilution:

                            

(Loss) income per common share

  $(0.05

)

  $0.11   $(0.28

)

  $(0.10

)

Loss per common share

 $(0.00

)

 $(0.05

)

 $(0.17

)

 $(0.28

)

Weighted-average number of common shares outstanding

  147,010   162,278   146,846   146,223  147,412  147,010  147,383  146,846 

 

See notes to condensed consolidated financial statements (unaudited).

 

 
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HOVNANIANHOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(In Thousands Except Share Amounts)

(Unaudited)

 

 

A Common Stock

  

B Common Stock

  

Preferred Stock

                  

A Common Stock

  

B Common Stock

  

Preferred Stock

             
 

Shares Issued and Outstanding

  

Amount

  

Shares Issued and Outstanding

  

Amount

  

Shares Issued and Outstanding

  

Amount

  

Paid-In

Capital

  

Accumulated Deficit

  

Treasury Stock

  

Total

  

Shares Issued and Outstanding

  

Amount

  

Shares Issued and Outstanding

  

Amount

  

Shares Issued and Outstanding

  

Amount

  

Paid-In

Capital

  

Accumulated Deficit

  

Treasury

Stock

  

Total

 
                                                                      

Balance, October 31, 2014

  131,075,800   $1,428   14,805,795   $155   5,600   $135,299   $697,943   $(837,264)  $(115,360)  $(117,799)

Balance, October 31, 2015

 131,532,118  $1,433  14,985,081  $157  5,600  $135,299  $703,751  $(853,364

)

 $(115,360

)

 $(128,084

)

                                                                      

Stock options, amortization and issuances

  18,125                       1,986           1,986                    (1,589

)

       (1,589

)

                                                                      

Restricted stock amortization, issuances and forfeitures

  438,093   5   179,404   2           5,918           5,925  445,522  4  334,352  3        2,831        2,838 
                                                                      

Conversion of Class B to Class A Common Stock

  100       (100

)

                          - 

Conversion of class B to class A common stock

 1,110     (1,110

)

                   - 
                                                                      

Net loss

                              (41,619)      (41,619)                      (25,108

)

    (25,108

)

   ��                                                                  

Balance, July 31, 2015

  131,532,118   $1,433   14,985,099   $157   5,600   $135,299   $705,847   $(878,883)  $(115,360)  $(151,507)

Balance, July 31, 2016

 131,978,750  $1,437  15,318,323  $160  5,600  $135,299  $704,993  $(878,472

)

 $(115,360

)

 $(151,943

)

 

See notes to condensed consolidated financial statements (unaudited).

 

 
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HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSEDCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

 

 

Nine Months Ended

  

Nine Months Ended

 
 

July 31,

  

July 31,

 
 

2015

  

2014

  

2016

  

2015

 

Cash flows from operating activities:

              

Net loss

  $(41,619

)

  $(15,320

)

 $(25,108

)

 $(41,619

)

Adjustments to reconcile net loss to net cash used in operating activities:

        

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

      

Depreciation

  2,553   2,571  2,608  2,553 

Compensation from stock options and awards

  9,205   7,786  1,777  9,205 

Amortization of bond discounts and deferred financing costs

  8,883   7,591  9,209  8,883 

Gain on sale and retirement of property and assets

  (689

)

  (329

)

 (616

)

 (689

)

Income from unconsolidated joint ventures

  (2,470

)

  (3,849

)

Loss (income) from unconsolidated joint ventures

 5,227  (2,470

)

Distributions of earnings from unconsolidated joint ventures

  6,098   1,140  677  6,098 

Loss on extinguishment of debt

  -   1,155 

Inventory impairment and land option write-offs

  7,618   1,927  22,915  7,618 

Deferred income tax benefit

  (18,498

)

  -  (2,462

)

 (18,498

)

(Increase) decrease in assets:

              

Mortgage loans held for sale at fair value

  (15,332

)

  36,780 

Origination of mortgage loans

 (887,281

)

 (689,587

)

Sale of mortgage loans

 879,817  674,255 

Restricted cash, receivables, prepaids, deposits and other assets

  (4,505

)

  (9,450

)

 10,533  (4,505

)

Inventories

  (275,797

)

  (299,320

)

 154,909  (275,797

)

(Decrease) increase in liabilities:

     ��        

State income tax payable

  (749

)

  (590

)

 (617

)

 (749

)

Customers’ deposits

  12,330   10,022  1,312  12,330 

Accounts payable, accrued interest and other accrued liabilities

  (19,708

)

  343  21,656  (19,708

)

Net cash used in operating activities

  (332,680

)

  (259,543

)

Net cash provided by (used in) operating activities

 194,556  (332,680

)

Cash flows from investing activities:

              

Proceeds from sale of property and assets

  1,143   346  643  1,143 

Purchase of property, equipment and other fixed assets and acquisitions

  (1,653

)

  (1,985

)

 (5,094

)

 (1,653

)

Decrease in restricted cash related to mortgage company

  1,466   471  88  1,466 

Decrease in restricted cash related to letters of credit

 873  - 

Investments in and advances to unconsolidated joint ventures

  (17,001

)

  (15,356

)

 (39,089

)

 (17,001

)

Distributions of capital from unconsolidated joint ventures

  10,721   7,209  6,403  10,721 

Net cash used in investing activities

  (5,324

)

  (9,315

)

 (36,176

)

 (5,324

)

Cash flows from financing activities:

              

Proceeds from mortgages and notes

  120,521   104,508  147,170  120,521 

Payments related to mortgages and notes

  (89,736

)

  (69,854

)

 (200,273

)

 (89,736

)

Proceeds from model sale leaseback financing programs

  32,507   37,778  24,297  32,507 

Payments related to model sale leaseback financing programs

  (12,743

)

  (13,960

)

 (24,917

)

 (12,743

)

Proceeds from land bank financing programs

  10,061   20,762  162,468  10,061 

Payments related to land bank financing programs

  (20,437

)

  (33,284

)

 (70,749

)

 (20,437

)

Proceeds from senior notes

  250,000   150,000  -  250,000 

Payments related to senior notes

  -   (22,593

)

Net proceeds (payments) related to mortgage warehouse lines of credit

  11,635   (37,700

)

Payments related to senior notes and senior amortizing notes

 (263,994

)

 (4,238

)

Borrowings from revolving credit facility

 5,000  - 

Net proceeds related to mortgage warehouse lines of credit

 6,781  11,635 

Deferred financing costs from land bank financing programs and note issuances

  (7,527

)

  (6,322

)

 (7,866

)

 (7,527

)

Principal payments and debt repurchases

  (4,238

)

  (5,960

)

Net cash provided by financing activities

  290,043   123,375 

Net cash (used in) provided by financing activities

 (222,083

)

 290,043 

Net decrease in cash and cash equivalents

  (47,961

)

  (145,483

)

 (63,703

)

 (47,961

)

Cash and cash equivalents balance, beginning of period

  261,898   329,204  253,745  261,898 

Cash and cash equivalents balance, end of period

  $213,937   $183,721  $190,042  $213,937 

 

 
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HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands - Unaudited)

(Continued)

 

 

Nine Months Ended

  

Nine Months Ended

 
 

July 31,

  

July 31,

 
 

2015

  

2014

  

2016

  

2015

 

Supplemental disclosure of cash flow:

              
Cash paid during the period for:        

Interest, net of capitalized interest (see Note 3 to the CondensedConsolidated Financial Statements)

  $73,553   $69,443 

Cash paid (received) during the period for:

      

Interest, net of capitalized interest (see Note 3 to the Condensed Consolidated Financial Statements)

 $80,493  $73,553 

Income taxes

  $1,703   $83  $(1,517

)

 $1,703 

 

See notes to condensed consolidated financial statements (unaudited).

 

 
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HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

 

1.

Basis of Presentation

 

Hovnanian Enterprises, Inc. and Subsidiaries (the "Company”“Company”, “we”, “us” or “our”) has reportable segments consisting of six Homebuilding segments (Northeast, Mid-Atlantic, Midwest, Southeast, Southwest and West) and the Financial Services segment (see Note 17).

 

The accompanying unaudited Condensed Consolidated Financial Statements include our accounts and those of all wholly-owned subsidiaries after elimination of all significant intercompany balances and transactions. 

 

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2014.2015. In the opinion of management, all adjustments for interim periods presented have been made, which include normal recurring accruals and deferrals necessary for a fair presentation of our condensed consolidated financial position, results of operations and cash flows. The preparation of Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and these differences could have a significant impact on the Condensed Consolidated Financial Statements. Results for interim periods are not necessarily indicative of the results which might be expected for a full year. The balance sheet at October 31, 20142015 has been derived from the audited Consolidated Financial Statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

 

2.

Stock Compensation

 

For the three and nine months ended July 31, 2015,2016, the Company’s total stock-based compensation expense was $1.0 million and $1.8 million ($0.8 million and $1.5 million net of tax), respectively, and $2.5 million and $9.2 million ($2.0 million and $6.4 million net of tax), respectively, and $2.7 million and $7.7 million for the three and nine months ended July 31, 2014,2015, respectively. Included in this total stock-based compensation was expense of $0.3 million for the three months ended July 31, 2016 and income of $1.6 million for the nine months ended July 31, 2016 related to stock options. The income was due to $2.1 million of previously recognized expense of certain performance based stock option grants for which the performance metrics are no longer expected to be satisfied, partially offset by expense from the vesting of stock options of $0.5 million, during the nine months ended July 31, 2016. Included in total stock based compensation expense for the three and nine months ended July 31, 2015 was the vesting of stock options of $0.5 million and $1.9 million, for the three and nine months ended July 31, 2015, respectively, and $1.0 million and $3.0 million for the three and nine months ended July 31, 2014, respectively.

 

3.

Interest

 

Interest costs incurred, expensed and capitalized were:

 

 

Three Months Ended

July 31,

  

Nine Months Ended

July 31,

  

Three Months Ended

July 31,

  

Nine Months Ended

July 31,

 

(In thousands)

 

2015

  

2014

  

2015

  

2014

  

2016

  

2015

  

2016

  

2015

 
                            

Interest capitalized at beginning of period

  $119,901   $107,992   $109,158   $105,093  $115,809  $119,901  $123,898  $109,158 

Plus interest incurred (1)

  41,856   36,472   124,031   108,073  40,300  41,856  126,483  124,031 

Less cost of sales interest expensed

  16,323   15,827   39,654   37,724  28,406  16,323  66,693  39,654 

Less other interest expensed (2)(3)

  22,493   19,880   70,594   66,685  23,159  22,493  68,468  70,594 

Interest capitalized at end of period (4)

  $122,941   $108,757   $122,941   $108,757 

Less interest contributed to unconsolidated joint venture (4)

 -  -  10,676  - 

Interest capitalized at end of period (5)

 $104,544  $122,941  $104,544  $122,941 

 

(1)

Data does not include interest incurred by our mortgage and finance subsidiaries.

(2)

Other interest expensed includes interest that does not qualify for interest capitalization because our assets that qualify for interest capitalization (inventory under development) do not exceed our debt. Also includes interest on completed homes and land in planning, which does not qualify for capitalization, and therefore, is expensed.

(3)

Cash paid for interest, net of capitalized interest, is the sum of other interest expensed, as defined above, and interest paid by our mortgage and finance subsidiaries adjusted for the change in accrued interest on notes payable, which is calculated as follows:

 

 
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Three Months Ended July 31,

  

Nine Months Ended July 31,

  

Three Months Ended

July 31,

  

Nine Months Ended

July 31,

 

(In thousands)

 

2015

  

2014

  

2015

  

2014

  

2016

  

2015

  

2016

  

2015

 

Other interest expensed

  $22,493   $19,880   $70,594   $66,685  $23,159  $22,493  $68,468  $70,594 

Interest paid by our mortgage and finance subsidiaries

  618   379   1,294   1,524  706  618  2,116  1,294 

Decrease in accrued interest

  9,381   5,245   1,665   1,234  8,641  9,381  9,909  1,665 

Cash paid for interest, net of capitalized interest

  $32,492   $25,504   $73,553   $69,443  $32,506  $32,492  $80,493  $73,553 

 

(4)

Represents capitalized interest which was included as part of the assets contributed to the joint venture the Company entered into in November 2015, as discussed in Note 18. There was no impact to the Condensed Consolidated Statement of Operations as a result of this transaction.

(5)

Capitalized interest amounts are shown gross before allocating any portion of impairments, if any, to capitalized interest.

 

4.

Reduction of Inventory to Fair Value

 

We record impairment losses on inventories related to communities under development and held for future development when events and circumstances indicate that they may be impaired and the undiscounted cash flows estimated to be generated by those assets are less than their related carrying amounts. If the expected undiscounted cash flows are less than the carrying amount, then the community is written down to its fair value. We estimate the fair value of each impaired community by determining the present value of the estimated future cash flows at a discount rate commensurate with the risk of the respective community. For the nine months ended July 31, 2016, our discount rate used for the impairments recorded ranged from 16.8% to 18.5%. For the nine months ended July 31, 2015, our discount rate used for the impairments recorded ranged from 17.5% to 19.8%. There was no discount rate used for the three months ended July 31, 2015, as no impairments were recorded during this period. For the three and nine months ended July 31, 2014, our discount rate used for the impairment recorded was 16.8%. Should the estimates or expectations used in determining cash flows or fair value decrease or differ from current estimates in the future, we may need to recognize additional impairments. 

 

During the nine months ended July 31, 2016 and 2015, we evaluated inventories of all 418 and 522 communities under development and held for future development, respectively, for impairment indicators through preparation and review of detailed budgets or other market indicators of impairment. We performed detailed impairment calculations during the nine months ended July 31, 2016 and 2015 for 22 and 17 of those communities (i.e., those with a projected operating loss or other impairment indicators), respectively, with an aggregate carrying value of $95.5 million and $86.7 million.million, respectively. Of those communities tested for impairment during the nine months ended July 31, 2016 and 2015, eleven and eight communities with an aggregate carrying value of $47.8 million and $42.7 million, respectively, had undiscounted future cash flows that exceeded the carrying amount by less than 20%. As a result of our impairment analysis, we recorded aggregate impairment losses of $1.3 million and $16.4 million, in two and twelve communities, respectively, with an aggregate pre-impairment value of $5.4 million and $50.8 million, respectively, for the three and nine months ended July 31, 2016, respectively. We did not record any impairment losses for the three months ended July 31, 2015, but recorded aggregate impairment losses of $4.4 million in five communities, with aan aggregate pre-impairment value of $16.7 million for the nine months ended July 31, 2015. For the three and nine months ended July 31, 2014, we recorded $0.1 million and $0.2 million, in one and two communities, respectively, with a pre-impairment value of $0.5 million and $0.7 million, respectively, whichImpairment losses are included in the Condensed Consolidated Statements of Operations on the line entitled “Homebuilding: Inventory impairment loss and land option write-offs” and deducted from inventory. The impairments recorded for the nine months ended July 31, 2016 were mainly for land held for sale in the Midwest and Northeast. The inventory has been written down to fair value based on recent offers received for the properties. The pre-impairment value represents the carrying value, net of prior period impairments, if any, at the time of recording the impairment.

 

The Condensed Consolidated Statements of Operations line entitled “Homebuilding: Inventory impairment loss and land option write-offs” also includes write-offs of options and approval, engineering and capitalized interest costs that we record when we redesign communities and/or abandon certain engineering costs and we do not exercise options in various locations because the communities' pro forma profitability is not projected to produce adequate returns on investment commensurate with the risk. Total aggregate write-offs related to these items were $1.1$0.2 million and $0.6$1.1 million for the three months ended July 31, 20152016 and 2014,2015, respectively, and $3.2$6.5 million and $1.7$3.2 million for the nine months ended July 31, 2016 and 2015, respectively. Such write-offs were located in each of our segments in both the first nine months of fiscal 2016 and 2014, respectively.2015. Occasionally, these write-offs are offset by recovered deposits (sometimes through legal action) that had been written off in a prior period as walk-away costs. Historically, these recoveries have not been significant in comparison to the total costs written off. The number of lots walked away from during the three months ended July 31, 2016 and 2015 were 1,570 and 2014 were 1,035, and 1,165, respectively, and 3,1905,089 and 3,5953,190 during the nine months ended July 31, 2016 and 2015, and 2014, respectively.

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We decide to mothball (or stop development on) certain communities when we determine that the current performance does not justify further investment at the time. When we decide to mothball a community, the inventory is reclassified on our Condensed Consolidated Balance Sheets from “Sold and unsold homes and lots under development” to “Land and land options held for future development or sale.” During the nine months ended July 31, 2015,first three quarters of fiscal 2016, we did not mothball any additional communities; we sold one previously mothballed community, we re-activated one previously mothballed community and contributed one previously mothballed community to a new communities, or sell any mothballed communities, but re-activated 14 communitiesjoint venture which were previously mothballed.has begun construction. As of July 31, 2016 and October 31, 2015, the net book value associated with our 28 and 31 total mothballed communities was $99.9$74.9 million and $103.0 million, respectively, which was net of impairment charges recorded in prior periods of $293.1 million and $334.5 million.million, respectively.

 

From time to time we enter into option agreements that include specific performance requirements, whereby we are required to purchase a minimum number of lots. Because of our obligation to purchase these lots, for accounting purposes in accordance with Accounting Standards Codification (“ASC”) 360-20-40-38, we are required to record this inventory on our Condensed Consolidated Balance Sheets. As of July 31, 2015,2016 we had no specific performance options. As of October 31, 2015, we had $1.2 million of specific performance options recorded on our Condensed Consolidated Balance Sheet to “Consolidated inventory not owned,” with a corresponding liability of $1.2 million recorded to “Liabilities from inventory not owned.” 

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We sell and lease back certain of our model homes with the right to participate in the potential profit when each home is sold to a third party at the end of the respective lease. As a result of our continued involvement, for accounting purposes in accordance with ASC 360-20-40-38, these sale and leaseback transactions are considered a financing rather than a sale. Therefore, for purposes of our Condensed Consolidated Balance Sheets, at July 31, 2016 and October 31, 2015, inventory of $90.2$96.9 million and $95.9 million, respectively, was recorded to “Consolidated inventory not owned, – other options,” with a corresponding amount of $84.7$87.3 million and $87.9 million, respectively, recorded to “Liabilities from inventory not owned” for the amount of net cash received from the transactions.

 

We have land banking arrangements, whereby we sell our land parcels to the land bankerbankers and they provide us an option to purchase back finished lots on a quarterly basis. Because of our options to repurchase these parcels, for accounting purposes, in accordance with ASC 360-20-40-38, these transactions are considered a financing rather than a sale. For purposes of our Condensed Consolidated Balance Sheets, at July 31, 2016 and October 31, 2015, inventory of $19.2$183.8 million and $25.1 million, respectively, was recorded as “Consolidated inventory not owned, – other options,” with a corresponding amount of $13.7$108.5 million and $16.8 million, respectively, recorded to “Liabilities from inventory not owned” for the amount of net cash received from the transactions.

 

5.

Variable Interest Entities

 

The Company enters into land and lot option purchase contracts to procure land or lots for the construction of homes. Under these contracts, the Company will fund a stated deposit in consideration for the right, but not the obligation, to purchase land or lots at a future point in time with predetermined terms. Under the terms of the option purchase contracts, many of the option deposits are not refundable at the Company's discretion. Under the requirements of ASC 810, certain option purchase contracts may result in the creation of a variable interest in the entity (“VIE”) that owns the land parcel under option.

 

In compliance with ASC 810, the Company analyzes its option purchase contracts to determine whether the corresponding land sellers are VIEs and, if so, whether the Company is the primary beneficiary. Although the Company does not have legal title to the underlying land, ASC 810 requires the Company to consolidate a VIE if the Company is determined to be the primary beneficiary. In determining whether it is the primary beneficiary, the Company considers, among other things, whether it has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Such activities would include, among other things, determining or limiting the scope or purpose of the VIE, selling or transferring property owned or controlled by the VIE, or arranging financing for the VIE. The Company also considers whether it has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. As a result of its analyses, the Company determined that as of July 31, 20152016 and October 31, 2014,2015, it was not the primary beneficiary of any VIEs from which it is purchasing land under option purchase contracts.

 

We will continue to secure land and lots using options, some of which are with VIEs. Including deposits on our unconsolidated VIEs, at July 31, 2015,2016, we had total cash and letters of credit deposits amounting to $90.0$62.8 million to purchase land and lots with a total purchase price of $1.4$1.0 billion. The maximum exposure to loss with respect to our land and lot options is limited to the deposits plus any pre-development costs invested in the property, although some deposits are refundable at our request or refundable if certain conditions are not met.

 

6.

Warranty Costs

 

General liability insurance for homebuilding companies and their suppliers and subcontractors is very difficult to obtain. The availability of general liability insurance is limited due to a decreased number of insurance companies willing to underwrite for the industry. In addition, those few insurers willing to underwrite liability insurance have significantly increased the premium costs. To date, we have been able to obtain general liability insurance but at higher premium costs with higher deductibles. Our subcontractors and suppliers have advised us that they have also had difficulty obtaining insurance that also provides us coverage. As a result, we have an owner controlled insurance program for certain of our subcontractors whereby the subcontractors pay us an insurance premium (through a reduction of amounts we would otherwise owe such subcontractors for their work on our homes) based on the risk type of the trade. We absorb the liability associated with their work on our homes as part of our overall general liability insurance at no additional cost to us because our existing general liability and construction defect insurance policy and related reserves for amounts under our deductible covers construction defects regardless of whether we or our subcontractors are responsible for the defect. For the nine months ended July 31, 20152016 and 2014,2015, we received $2.2$3.1 million and $1.7$2.2 million, respectively, from subcontractors related to the owner controlled insurance program, which we accounted for as a reduction to inventory.

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We accrue for warranty costs that are covered under our existing general liability and construction defect policy as part of our general liability insurance deductible. This accrual is expensed as selling, general and administrative costs. For homes delivered in fiscal 20152016 and 2014,2015, our deductible under our general liability insurance is a $20 million per occurrenceaggregate for construction defect and warranty claims. For bodily injury claims, our deductible per occurrence in fiscal 20152016 and 20142015 is $0.25 million, up to a $5 million limit. Our aggregate retention in fiscal 20152016 and 20142015 is $21 million for construction defect, warranty and bodily injury claims. In addition, we establish a warranty accrual for lower cost related issues to cover home repairs, community amenities and land development infrastructure that are not covered under our general liability and construction defect policy. We accrue an estimate for these warranty costs as part of cost of sales at the time each home is closed and title and possession have been transferred to the homebuyer. Additions and charges in the warranty reserve and general liability reserve for the three and nine months ended July 31, 20152016 and 20142015 were as follows:

 

  

Three Months Ended

July 31,

  

Nine Months Ended

July 31,

 

(In thousands)

 

2016

  

2015

  

2016

  

2015

 

Balance, beginning of period

 $136,706  $161,307  $135,053  $178,008 

Additions – Selling, general and administrative

 4,247  4,162  13,162  13,742 

Additions – Cost of sales

 4,426  2,905  12,347  11,721 

Charges incurred during the period

 (5,942) (5,796

)

 (21,125) (40,893

)

Changes to pre-existing reserves

 -  -  -  - 

Balance, end of period

 $139,437  $162,578  $139,437  $162,578 
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Three Months Ended July 31,

  

Nine Months Ended July 31,

 

(In thousands)

 

2015

  

2014

  

2015

  

2014

 
                 

Balance, beginning of period

  $161,307   $134,865   $178,008   $131,028 

Additions – Selling, general and administrative

  4,162   4,659   13,742   13,710 

Additions – Cost of sales

  2,905   3,574   11,721   7,702 

Charges incurred during the period

  (5,796)  (3,683

)

  (40,893)  (13,025

)

Changes to pre-existing reserves

  -   (4,220

)

  -   (4,220

)

Balance, end of period

  $162,578   $135,195   $162,578   $135,195 

  

Warranty accruals are based upon historical experience. We engage a third-party actuary that uses our historical warranty and construction defect data worker’s compensation data and other industry data to assist usour management in estimating our reserves for unpaid claims, claim adjustment expenses and incurred but not reported claims reserves for the risks that we are assuming under the general liability and workers compensationconstruction defect programs. The estimates include provisions for inflation, claims handling and legal fees.

 

Insurance claims paid by our insurance carriers, excluding insurance deductibles paid, were $0.4$0.2 million and $1.0$0.4 million for the three months ended July 31, 20152016 and 2014,2015, respectively, and $18.7$3.9 million and $5.2$18.7 million for the nine months ended July 31, 20152016 and 2014,2015, respectively, for prior year deliveries. During the first three quarters of fiscal year2016, we settled two construction defect claims relating to the Northeast segment which made up the majority of the payments. During the first three quarters of fiscal 2015, we settled the D’Andreaa class action suit which alleged specified issues related to the HVAC systems installed in certain of the Company’s homes, with the majority of the settlement being paid by our insurance carriers.  See Note 7 below.

 

7.

Commitments and Contingent Liabilities

 

We are involved in litigation arising in the ordinary course of business, none of which is expected to have a material adverse effect on our financial position, results of operations or cash flows, and we are subject to extensive and complex laws and regulations that affect the development of land and home building, sales and customer financing processes, including zoning, density, building standards and mortgage financing. These laws and regulations often provide broad discretion to the administering governmental authorities. This can delay or increase the cost of development or homebuilding.

  

We also are subject to a variety of local, state, federal and foreign laws and regulations concerning protection of health and the environment, including those regulating the emission or discharge of materials into the environment, the management of stormwater runoff at construction sites, the handling, use, storage and disposal of hazardous substances, impacts to wetlands and other sensitive environments, and the remediation of contamination at properties that we have owned or developed or currently own or are developing (“environmental laws”). The particular environmental laws that apply to any given community vary greatly according to the community site, the site’s environmental conditions and the present and former uses of the site. These environmental laws may result in delays, may cause us to incur substantial compliance, remediation and/or other costs, and can prohibit or severely restrict development and homebuilding activity. In addition, noncompliance with these laws and regulations could result in fines and penalties, obligations to remediate, permit revocations or other sanctions; and contamination or other environmental conditions at or in the vicinity of our developments may result in claims against us for personal injury, property damage or other losses.

  

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In March 2013, we received a letter from the Environmental Protection Agency (“EPA”) requesting information about our involvement in a housing redevelopment project in Newark, New Jersey that a Company entity undertook during the 1990s. We understand that the development is in the vicinity of a former lead smelter and that recent tests on soil samples from properties within the development conducted by the EPA show elevated levels of lead. We also understand that the smelter ceased operations many years before the Company entity involved acquired the properties in the area and carried out the re-development project. We responded to the EPA’s request. In August 2013, we were notified that the EPA considers us a potentially responsible party (or “PRP”) with respect to the site, that the EPA will clean up the site, and that the EPA is proposing that we fund and/or contribute towards the cleanup of the contamination at the site. We have begunbegan preliminary discussions with the EPA concerning a possible resolution but do not know the scope or extent of the Company’s obligations, if any, that may arise from the site and therefore cannot provide any assurance that this matter will not have a material impact on the Company. The EPA requested additional information in April 2014 and the Company has responded to its information request.

  

We anticipate that increasingly stringent requirements will be imposed on developers and homebuilders in the future. Although we cannot reliably predict the extent of any effect these requirements may have on us, they could result in time-consuming and expensive compliance programs and in substantial expenditures, which could cause delays and increase our cost of operations. In addition, our ability to obtain or renew permits or approvals and the continued effectiveness of permits already granted or approvals already obtained is dependent upon many factors, some of which are beyond our control, such as changes in policies, rules and regulations and their interpretations and application. 

 

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The Company was also involved in the following litigation: Hovnanian Enterprises, Inc. and K. Hovnanian Venture I, L.L.C. (collectively, the “Company Defendants”) were named as defendants in a class action suit. The action was filed by Mike D’Andrea and Tracy D’Andrea, on behalf of themselves and all others similarly situated in the Superior Court of New Jersey, Gloucester County. The action was initially filed on May 8, 2006 alleging that the HVAC systems installed in certain of the Company’s homes are in violation of applicable New Jersey building codes and are a potential safety issue. The plaintiff class was seeking unspecified damages as well as treble damages pursuant to the NJ Consumer Fraud Act. The Company Defendants, the Company Defendants’ insurance carriers and the plaintiff class agreed to the terms of a settlement on May 15, 2014 in which the plaintiff class was to receive a payment of $21 million in settlement of all claims, with the majority of the settlement being funded by the Company Defendants’ insurance carriers. The Company had previously reserved for its share of the settlement. The Superior Court approved the settlement agreement on December 23, 2014, and the judgment became final on February 20, 2015, when no appeal was taken. The settlement amount was paid in full and the class action matter is now concluded.The Company Defendants’ motion to consolidate an indemnity action they filed against various manufacturer and sub-contractor defendants to require these parties to participate directly in the class action was denied by the Superior Court; however, the Company Defendants’ separate action seeking indemnification against the various manufacturers and subcontractors implicated by the class action is ongoing.

 

The Company is presently involved in a dispute with XL, its insurance carrier for the fiscal year ended October 31, 2006 through the fiscal year ended October 31, 2010, regarding coverage issues pertaining to the fiscal year 2006 insurance policy. Specifically, XL maintains that the Company has not yet satisfied its aggregate retention of $21 million for fiscal 2006 and therefore the Company’s submitted claims to date in excess of the aggregate retention for the fiscal year ended October 31, 2006 are not reimbursable by XL under the policy terms. At this time, the Company has not met the aggregate retention for any of the other policy years. The Company has provided XL with detailed information to support its position that the fiscal year 2006 aggregate retention has been exceeded by more than $30 million; however, XL is disputing the Company’s interpretation of certain definitions within the policy and is therefore denying coverage. We and XL have not been successful in our discussions to resolve the matter, and the Company filed a Notice of Claim on November 26, 2014 with an arbitration panel, appointed by the Company and XL, in London to begin arbitration proceedings. In mid-2015, discovery commenced for both parties with documentation exchanged and motions heard with the arbitration panel. In June 2015, XL and the Company agreed to a two day mediation, which was held in September 2015 in London. We and XL continue to consider each other’s positions but at this time a resolution has not been reached. If a resolution is not reached, we will proceed with arbitration in January 2016. Due to the uncertainty of the outcome of the mediation and the arbitration process, the Company cannot provide any assurance that this matter will not have a material impact on the Company or that other policy years may be similarly disputed in the event that the aggregate retention for those policy years is reached.

8.

Restricted Cash and Deposits

 

Cash represents cash deposited in checking accounts. Cash equivalents include certificates of deposit, Treasury bills and government money–money market funds with maturities of 90 days or less when purchased. Our cash balances are held at a few financial institutions and may, at times, exceed insurable amounts. We believe we help to mitigate this risk by depositing our cash in major financial institutions. At July 31, 20152016 and October 31, 2014, $14.32015, $5.5 million and $15.4$15.8 million, respectively, of the total cash and cash equivalents was in cash equivalents, the book value of which approximatedapproximates fair value.

 

Restricted cash and cash equivalents on the Condensed Consolidated Balance Sheets totaled $26.4$21.2 million and $29.3$26.5 million as of July 31, 20152016 and October 31, 2014,2015, respectively, which includedincludes cash collateralizing our letter of credit agreements and facilities and isas discussed in Note 10. Also included in this balance were (1) homebuilding and financial services customers’ deposits of $7.2$2.4 million and $16.6$15.1 million at July 31, 2015,2016, respectively, and $7.5$4.7 million and $15.8$17.2 million as of October 31, 2014,2015, respectively, which are restricted from use by us.us, and (2) $2.0 million of restricted cash at both July 31, 2016 and October 31, 2015, under the terms of our mortgage warehouse lines of credit.

 

Total Homebuilding Customers’ deposits are shown as a liability on the Condensed Consolidated Balance Sheets. These liabilities are significantly more than the applicable periods’ restricted cash balances because in some states, the deposits are not restricted from use and, in other states, we are able to release the majority of these customer deposits to cash by pledging letters of credit and surety bonds.

 

9.

Mortgage Loans Held for Sale

 

Our mortgage banking subsidiary originates mortgage loans, primarily from the sale of our homes. Such mortgage loans are sold in the secondary mortgage market within a short period of time of origination. Mortgage loans held for sale consist primarily of single-family residential loans collateralized by the underlying property. We have elected the fair value option to record loans held for sale and therefore these loans are recorded at fair value with the changes in the value recognized in the Condensed Consolidated Statements of Operations in “Revenues: Financial services.” We currently use forward sales of mortgage-backed securities (“MBS”), interest rate commitments from borrowers and mandatory and/or best efforts forward commitments to sell loans to third-party purchasers to protect us from interest rate fluctuations. These short-term instruments, which do not require any payments to be made to the counterparty or purchaser in connection with the execution of the commitments, are recorded at fair value. Gains and losses on changes in the fair value are recognized in the Condensed Consolidated Statements of Operations in “Revenues: Financial services.”

 

At July 31, 2016 and October 31, 2015, andOctober 31, 2014, $96.1million$122.4 million and $78.6$114.0 million, respectively, of mortgages held for sale were pledged against our mortgage warehouse lines of credit (see Note 10). We may incur losses with respect to mortgages that were previously sold that are delinquent and which had underwriting defects, but only to the extent the losses are not covered by mortgage insurance or the resale value of the home. The reserves for these estimated losses are included in the “Financial services – Accounts payable and other liabilities” balances on the Condensed Consolidated Balance Sheets. As of July 31, 20152016 and 2014,2015, we had reserves specifically forfor130 and 131 and 200 identified mortgage loans, respectively, as well as reserves for an estimate for future losses on mortgages sold but not yet identified to us.

  

The activity in our loan origination reserves during the three and nine months ended July 31, 20152016 and 20142015 was as follows:

 

 

Three Months Ended

July 31,

  

Nine Months Ended

July 31,

  

Three Months Ended

July 31,

  

Nine Months Ended

July 31,

 

(In thousands)

 

2015

  

2014

  

2015

  

2014

  

2016

  

2015

  

2016

  

2015

 
                            

Loan origination reserves, beginning of period

  $7,942   $11,057   $7,352   $11,036  $8,306  $7,942  $8,025  $7,352 

Provisions for losses during the period

  39   1,899   168   2,766  45  39  203  168 

Adjustments to pre-existing provisions for losses fromchanges in estimates

  (30)  (1,682)  431   (2,304)

Payments/settlements

  -   -   -   (224)

Adjustments to pre-existing provisions for losses from changes in estimates

 (27) (30

)

 96  431 

Payments/Settlements

 (197) -  (197) - 

Loan origination reserves, end of period

  $7,951   $11,274   $7,951   $11,274  $8,127  $7,951  $8,127  $7,951 

 

10.

Mortgage and Notes Payable

  

We havehad nonrecourse mortgage loans for certain communities totaling $133.4$91.3 million and $103.9$143.9 million at July 31, 20152016 and October 31, 2014,2015, respectively, which are secured by the related real property, including any improvements, with an aggregate book value of approximately $366.9$242.9 million and $220.1$388.1 million, respectively. The weighted-average interest rate on these obligations was 5.0%5.3% and 5.1% at both July 31, 20152016 and October 31, 2014,2015, respectively, and the mortgage loan payments on each community primarily correspond to home deliveries. We also havehad nonrecourse mortgage loans on our corporate headquarters totaling $15.8$14.6 million and $16.6$15.5 million at July 31, 20152016 and October 31, 2014,2015, respectively. These loans had a weighted-average interest rate of 8.7% and 7.0%8.8% at both July 31, 20152016 and October 31, 2014, respectively.2015. As of July 31, 2015,2016, these loans hadhave remaining installment obligations with annual principal maturities in the years ending October 31 of approximately:of: $0.3 million in 2015, $1.2 million in 2016, $1.3 million in 2017, $1.4 million in 2018, $1.5 million in 2019, $1.7 million in 2020 and $10.1$8.4 million after 2019.2020.

   

In June 2013, K. Hovnanian Enterprises, Inc. (“K. Hovnanian”), as borrower, and we and certain of our subsidiaries, as guarantors, entered into a five-year, $75.0 million unsecured revolving credit facility (the “Credit Facility”) with Citicorp USA, Inc., as administrative agent and issuing bank, and Citibank, N.A., as a lender. The Credit Facility is available for both letters of credit and general corporate purposes. The Credit Facility does not contain any financial maintenance covenants, but does contain certain restrictive covenants that track those contained in our indenture governing the 8.0% Senior Notes due 2019, which are described in Note 11. The Credit Facility also contains certain customary events of default which would permit the administrative agent at the request of the required lenders to, among other things, declare all loans then outstanding to be immediately due and payable if such default is not cured within applicable grace periods, including the failure to make timely payments of amounts payable under the Credit Facility or other material indebtedness or the acceleration of other material indebtedness, the failure to comply with agreements and covenants or for representations or warranties to be correct in all material respects when made, specified events of bankruptcy and insolvency, and the entry of a material judgment against a loan party. Outstanding borrowings under the Credit Facility accrue interest at an annual rate equal to either, as selected by K. Hovnanian, (i) the alternate base rate plus the applicable spread determined on the date of such borrowing or (ii) an adjusted London Interbank Offered Rate (“LIBOR”) rate plus the applicable spread determined as of the date two business days prior to the first day of the interest period for such borrowing. As of both July 31, 20152016 and October 31, 2014,2015 there were no$52.0 million and $47.0 million of borrowings, respectively, and $26.5$18.5 million and $25.9 million of letters of credit outstanding, respectively, under the Credit Facility. As of July 31, 2015,2016, we believe we were in compliance with the covenants under the Credit Facility.

 

In addition to the Credit Facility, we have certain stand–alone cash collateralized letter of credit agreements and facilities under which there were a total of $2.6$1.7 million and $5.5$2.6 million letters of credit outstanding at July 31, 20152016 and October 31, 2014,2015, respectively. These agreements and facilities require us to maintain specified amounts of cash as collateral in segregated accounts to support the letters of credit issued thereunder, which will affect the amount of cash we have available for other uses. As of July 31, 20152016 and October 31, 2014,2015, the amount of cash collateral in these segregated accounts was $2.6$1.7 million and $5.6$2.6 million, respectively, which is reflected in “Restricted cash and cash equivalents” on the Condensed Consolidated Balance Sheets.

 

Our wholly owned mortgage banking subsidiary, K. Hovnanian American Mortgage, LLC (“K. Hovnanian Mortgage”), originates mortgage loans primarily from the sale of our homes. Such mortgage loans and related servicing rights are sold in the secondary mortgage market within a short period of time. In certain instances, we retain the servicing rights for a small amount of loans. Our secured Master Repurchase Agreement with JPMorgan Chase Bank, N.A. (“Chase Master Repurchase Agreement”),which was amended on July 31, 2015,29, 2016 to extend the maturity to July 28, 2017, is a short-term borrowing facility that provides up to $50.0 million through July 29, 2016.maturity. The loan is secured by the mortgages held for sale and is repaid when we sell the underlying mortgage loans to permanent investors. Interest is payable monthly on outstanding advances at an adjusted LIBOR rate, which was 0.19%0.50% at July 31, 2015,2016, plus the applicable margin of 2.5% or 2.63% based upon type of loan. As of July 31, 20152016 and October 31, 2014,2015, the aggregate principal amount of all borrowings outstanding under the Chase Master Repurchase Agreement was $17.9$38.6 million and $25.5$30.5 million, respectively.

    

K. Hovnanian Mortgage has another secured Master Repurchase Agreement with Customers Bank (“Customers Master Repurchase Agreement”), which was amended on February 19, 201518, 2016 to extend the maturity date to February 18, 2016,17, 2017, that is a short-term borrowing facility that provides up to $37.5$25.0 million through maturity.maturity.On July 15, 2016, a temporary increase to $40.0 million of availability of borrowings went into effect until August 15, 2016. After August 15, 2016, the borrowing availability will revert back to $25.0 million. The loan is secured by the mortgages held for sale and is repaid when we sell the underlying mortgage loans to permanent investors. Interest is payable daily or as loans are sold to permanent investors on outstanding advances at the current LIBOR rate, plus the applicable margin ranging from 2.75%2.5% to 5.25% based on the type of loan and the number of days outstanding on the warehouse line. As of July 31, 20152016 and October 31, 2014,2015, the aggregate principal amount of all borrowings outstanding under the Customers Master Repurchase Agreement was $25.6$30.1 million and $20.4$29.7 million, respectively.

  

K. Hovnanian Mortgage has a third secured Master Repurchase Agreement with Credit Suisse First Boston Mortgage Capital LLC (“Credit Suisse Master Repurchase Agreement”), which was amended on July 31, 2015,February 23, 2016, that is a short-term borrowing facility that provides up to $50.0 million through July 29, 2016.February 21, 2017. The loan is secured by the mortgages held for sale and is repaid when we sell the underlying mortgage loans to permanent investors. Interest is payable monthly on outstanding advances at the Credit Suisse Cost of Funds,Base Rate (as defined in the loan documents), which was 0.56%0.91% at July 31, 2015,2016, plus thean applicable margin of 2.5% until the loan documents have been provided2.25% to the lender, at which point the margin is lowered to 2.25%2.5%. As of July 31, 20152016 and October 31, 2014,2015, the aggregate principal amount of all borrowings outstanding under the Credit Suisse Master Repurchase Agreement was $25.4$27.7 million and $19.7$30.1 million, respectively.

  

In February 2014, K. Hovnanian Mortgage executed a secured Master Repurchase Agreement with Comerica Bank (“Comerica Master Repurchase Agreement”), which was amended on June 29, 201524, 2016 to extend the maturity date to June 28, 2016.22, 2017. The Comerica Master Repurchase Agreement is a short-term borrowing facility that provides up to $35.0 million through maturity. The loan is secured by the mortgages held for sale and is repaid when we sell the underlying mortgage loans to permanent investors. Interest is payable monthly at the current LIBOR rate, subject to a floor of0.25%of 0.25%, plus the applicable margin of 2.5%. As of July 31, 20152016 and October 31, 2014, the interest rate was 2.75% and2015, the aggregate principal amount of all borrowings outstanding under the Comerica Master Repurchase Agreement was $19.6$19.3 million and $11.3$18.6 million, respectively.

 

The Chase Master Repurchase Agreement, Customers Master Repurchase Agreement, Credit Suisse Master Repurchase Agreement and Comerica Master Repurchase Agreement (together, the “Master Repurchase Agreements”) require K. Hovnanian Mortgage to satisfy and maintain specified financial ratios and other financial condition tests. Because of the extremely short period of time mortgages are held by K. Hovnanian Mortgage before the mortgages are sold to investors (generally a period of a few weeks), the immateriality to us on a consolidated basis of the size of the Master Repurchase Agreements, the levels required by these financial covenants, our ability based on our immediately available resources to contribute sufficient capital to cure any default, were such conditions to occur, and our right to cure any conditions of default based on the terms of the applicable agreement, we do not consider any of these covenants to be substantive or material. As of July 31, 2015,2016, we believe we were in compliance with the covenants under the Master Repurchase Agreements.

 

11.

Senior Secured, Senior, Senior Amortizing and Senior Exchangeable Notes

 

Senior Secured, Senior, Senior Amortizing and Senior Exchangeable Notes balances as of July 31, 20152016 and October 31, 2014,2015, were as follows:

 

(In thousands)

 

July 31,

2015

  

October 31,

2014

  

July 31,

2016

  

October 31,

2015

 

Senior Secured Notes:

              

7.25% Senior Secured First Lien Notes due October 15, 2020

  $577,000   $577,000  $577,000  $577,000 

9.125% Senior Secured Second Lien Notes due November 15, 2020

  220,000   220,000  220,000  220,000 

2.0% Senior Secured Notes due November 1, 2021 (net of discount)

  53,136   53,129  53,146  53,139 

5.0% Senior Secured Notes due November 1, 2021 (net of discount)

  130,852   129,806  132,322  131,207 

Total Senior Secured Notes

  $980,988   $979,935  $982,468  $981,346 

Senior Notes:

              

11.875% Senior Notes due October 15, 2015 (net of discount)

  60,737   60,414 

6.25% Senior Notes due January 15, 2016 (net of discount)

  172,744   172,483  $-  $172,744 

7.5% Senior Notes due May 15, 2016

  86,532   86,532  -  86,532 

8.625% Senior Notes due January 15, 2017

  121,043   121,043  121,043  121,043 

7.0% Senior Notes due January 15, 2019

  150,000   150,000  150,000  150,000 

8.0% Senior Notes due November 1, 2019

  250,000   -  250,000  250,000 

Total Senior Notes

  $841,056   $590,472  $521,043  $780,319 

11.0% Senior Amortizing Notes due December 1, 2017

  $12,811   $17,049  $8,094  $12,811 

Senior Exchangeable Notes due December 1, 2017

  $72,838   $70,101  $76,650  $73,771 

  

 

Except for K. Hovnanian, the issuer of the notes, our home mortgage subsidiaries, joint ventures and subsidiaries holding interests in our joint ventures, certain of our title insurance subsidiaries and our foreign subsidiary, we and each of our subsidiaries are guarantors of the senior secured, senior, senior amortizing and senior exchangeable notes outstanding at July 31, 20152016 (collectively, the “Notes Guarantors”) (see Note 21). In addition to the Notes Guarantors, the 5.0% Senior Secured Notes due 2021 (the “5.0% 2021 Notes”) and the 2.0% Senior Secured Notes due 2021 (the “2.0% 2021 Notes” and together with the 5.0% 2021 Notes, the “2021 Notes”) are guaranteed byK. Hovnanian JV Holdings, L.L.C. and its subsidiaries except for certain joint ventures and joint venture holding companies (collectively, the “Secured Group”).Members. Members of the Secured Group do not guarantee K. Hovnanian's other indebtedness.  

 

The indentures governing the notes outstanding at July 31, 2016 do not contain any financial maintenance covenants, but do contain restrictive covenants that limit, among other things, the Company’s ability and that of certain of its subsidiaries, including K. Hovnanian, to incur additional indebtedness (other than certain permitted indebtedness, refinancing indebtedness and nonrecourse indebtedness), pay dividends and make distributions on common and preferred stock, repurchase subordinated indebtedness (with respect to certain of the senior secured and senior notes), make other restricted payments, make investments, sell certain assets, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all assets, and enter into certain transactions with affiliates. The indentures also contain events of default which would permit the holders of the notes to declare the notes to be immediately due and payable if not cured within applicable grace periods, including the failure to make timely payments on the notes or other material indebtedness, the failure to comply with agreements and covenants and specified events of bankruptcy and insolvency and, with respect to the indentures governing the senior secured notes, the failure of the documents granting security for the senior secured notes to be in full force and effect, and the failure of the liens on any material portion of the collateral securing the senior secured notes to be valid and perfected. As of July 31, 2015,2016, we believe we were in compliance with the covenants of the indentures governing our outstanding notes.

 

Under the terms of the indentures, we have the right to make certain redemptions and, depending on market conditions and covenant restrictions, may do so from time to time. We also continue to evaluate our capital structure and may also continue to make debt purchases and/or exchanges for debt or equity from time to time through tender offers, open market purchases, private transactions, or otherwise, or seek to raise additional debt or equity capital, depending on market conditions and covenant restrictions.

 

If our consolidated fixed charge coverage ratio, as defined in the indentures governing our senior secured and senior notes (other than the senior exchangeable notes discussed in Note 12 below), is less than 2.0 to 1.0, we are restricted from making certain payments, including dividends, and from incurring indebtedness other than certain permitted indebtedness and refinancing indebtedness (currently, however, our ability to incur additional indebtedness is limited and we expect it to be limited for the foreseeable future) and nonrecourse indebtedness. As a result of this ratio restriction, we are currently restricted from paying dividends, which are not cumulative, on our 7.625% Series A Preferred Stock. We anticipate that we will continue to be restricted from paying dividends for the foreseeable future. Our inability to pay dividends is in accordance with covenant restrictions and will not result in a default under our debt instruments or otherwise affect compliance with any of the covenants contained in our debt instruments.

 

The 7.25% Senior Secured First Lien Notes due 2020 (the “First Lien Notes”) are secured by a first-priority lien and the 9.125% Senior Secured Second Lien Notes due 2020 (the “Second“Existing Second Lien Notes” and, together with the First Lien Notes, the “2020 Secured Notes”) are secured by a second-priority lien, in each case, subject to permitted liens and other exceptions, on substantially all the assets owned by us, K. Hovnanian and the guarantors of such notes. At July 31, 2015,2016, the aggregate book value of the real property that constituted collateral securing the 2020 Secured Notes was approximately $799.9$640.0 million, which does not include the impact of inventory investments, home deliveries or impairments thereafter and which may differ from the value if it were appraised. In addition, cash and cash equivalents collateral that secured the 2020 Secured Notes was $166.4$122.7 million as of July 31, 2015,2016, which included $2.6$1.7 million of restricted cash collateralizing certain letters of credit. Subsequent to such date, fluctuations as a result of cash uses include general business operations and real estate and other investments.investments along with cash inflow primarily from deliveries.

 

The guarantees of the Secured Group with respect to the 2021 Notes of the Secured Group are secured, subject to permitted liens and other exceptions, by a first-priority lien on substantially all of the assets of the members of the Secured Group. As of July 31, 2015,2016, the collateral securing the guarantees included (1) $43.5$60.5 million of cash and cash equivalents (subsequent to such date, fluctuations as a result of cash uses include general business operations and real estate and other investments)investments along with cash inflow primarily from deliveries); (2) approximately $147.1$146.4 million aggregate book value of real property of the Secured Group, which does not include the impact of inventory investments, home deliveries or impairments thereafter and which may differ from the value if it were appraised,appraised; and (3) equity interests in guarantors that are members of the Secured Group. Members of the Secured Group also own equity in joint ventures, either directly or indirectly through ownership of joint venture holding companies, with a book value of $63.5$80.7 million as ofJulyof July 31, 2015;2016; this equity is not pledged to secure, and is not collateral for, the 2021 Notes. Members of the Secured Group are “unrestricted subsidiaries” under K. Hovnanian's other senior notes and senior secured notes, and thus have not guaranteed such indebtedness. 

On January 10, 2014, K. Hovnanian issued $150.0 million aggregate principal amount of 7.0% Senior Notes due 2019, resulting in net proceeds of approximately $147.8 million. The notes are redeemable in whole or in part at our option at any time prior to July 15, 2016 at 100% of their principal amount plus an applicable “Make-Whole Amount.” We may also redeem some or all of the notes at 103.5% of principal commencing July 15, 2016, at 101.75% of principal commencing January 15, 2017 and 100% of principal commencing January 15, 2018. In addition, we may redeem up to 35% of the aggregate principal amount of the notes prior to July 15, 2016 with the net cash proceeds from certain equity offerings at 107.0% of principal. We used a portion of the net proceeds to fund the redemption on February 9, 2014 (effected on February 10, 2014 which was the next business day after the redemption date) of the remaining outstanding principal amount ($21.4 million) of our 6.25% Senior Notes due 2015.The redemption resulted in a loss on extinguishment of debt of $1.2 million, net of the write-off of unamortized fees, and was included in the Condensed Consolidated Statement of Operations as “Loss on extinguishment of debt” in the second quarter of fiscal 2014. The remaining net proceeds from the offering were used to pay related fees and expenses and for general corporate purposes.

   

On November 5, 2014, K. Hovnanian issued $250.0 million aggregate principal amount of 8.0% Senior Notes due 2019, resulting in net proceeds of $245.7 million. These proceeds were used for general corporate purposes. The notes will mature on November 1, 2019. The notes are redeemable in whole or in part at K. Hovnanian’s option at any time prior to August 1, 2019 at a redemption price equal to 100% of their principal amount plus an applicable “Make-Whole Amount.” At any time and from time to time on or after August 1, 2019, K. Hovnanian may also redeem some or all of the notes at a redemption price equal to 100% of their principal amount.

 

We have $60.8

On January 15, 2016, $172.7 million principal amount of 11.875%our 6.25% Senior Notes due on October2016 matured and was paid. On May 15, 20152016, $86.5 million principal amount of our 7.5% Senior Notes due 2016 matured and $172.7was paid. We have $121.0 million principal amount of 6.25%our 8.625% Senior Notes due on January 15, 2016. While our preference is2017 (the “January 2017 Notes”).

On July 29, 2016, the Company and K. Hovnanian entered into financing commitments with certain investment funds managed by affiliates of H/2 Capital Partners LLC (collectively, the “Investor”) pursuant to refinance these nearwhich the Investor agreed to (i) fund a $75.0 million senior secured term maturities as they comeloan facility (the “Term Loan Facility”) to be borrowed by K. Hovnanian and guaranteed by the Notes Guarantors with a maturity on August 1, 2019 (provided that if any of K. Hovnanian’s 7.0% Senior Notes due in light2019 (the “7.0% Notes”) remain outstanding on October 15, 2018, the maturity date of the costTerm Loan Facility will be October 15, 2018, or if any refinancing indebtedness with respect to the 7.0% Notes has a maturity date prior to January 15, 2021, the maturity date of capital currently availablethe Term Loan Facility will be October 15, 2018), and bearing interest at a rate equal to companiesLIBOR plus an applicable margin of 7.0% or, at K. Hovnanian’s option, a base rate plus an applicable margin of 6.0%, payable monthly, (ii) purchase $75.0 million aggregate principal amount of 10.0% Senior Secured Second Lien Notes due October 15, 2018 (the “New Second Lien Notes”) to be issued by K. Hovnanian and guaranteed by the Notes Guarantors, and bearing interest at 10.0% per annum, payable semi-annually, and (iii) exchange $75.0 million aggregate principal amount of Existing Second Lien Notes held by such Investor for $75.0 million of newly issued 9.50% Senior Secured Notes due November 15, 2020 to be issued by K. Hovnanian and guaranteed by the Notes Guarantors and the members of the Secured Group, and bearing interest at 9.50% per annum, payable semi-annually (the “Exchange Notes” and together with comparable credit ratings, we may not be ablethe Term Loan Facility and the New Second Lien Notes, the “Financings”).

As discussed in Note 23, the Financings closed on September 8, 2016. See Note 23 for a discussion of the Term Loan Facility, the New Second Lien Notes and the Exchange Notes and the terms thereof (certain of which are more restrictive than those applicable to refinance theseour existing senior and senior secured notes and Credit Facility discussed in Note 10).

As also discussed in Note 23, on September 8, 2016, K. Hovnanian called for redemption on October 8, 2016 all outstanding January 2017 Notes for an aggregate redemption price of approximately $126.1 million, including accrued and unpaid interest, and deposited with the trustee for the January 2017 Notes sufficient funds for such redemption and to satisfy and discharge its obligations at an attractive rate. In this situation,under the indenture governing the January 2017 Notes (the “January 2017 Notes Indenture”). The January 2017 Notes redemption and the satisfaction and discharge of the 2017 Notes Indenture was funded with a portion of the proceeds from the Term Loan Facility and New Second Lien Notes. Upon the satisfaction and discharge of the January 2017 Notes Indenture, the restrictive covenants and events of default contained therein ceased to have effect.

As a result of our evaluation of our geographic operating footprint as an alternativeit relates to refinancing, we have a number of means to provide sufficient liquidity to enable us to pay these bonds at maturity while continuing to execute our strategic objectives, which include growingwe decided to exit the Minneapolis, MN and Raleigh, NC markets, and in the third quarter of fiscal 2016, we completed the sale of our company. Such means include: additional land banking transactions, an increaseportfolios in joint venture activity and/or project specific financingsthose markets. We have also decided to wind down our operations in the San Francisco Bay area in Northern California and model sale leasebacks.in Tampa, FL by building and delivering homes to sell through our existing land position.

 

Any other liquidity-enhancing transaction will depend on identifying counterparties, negotiation of documentation and applicable closing conditions and any required approvals. Due to covenant restrictions in our debt instruments, we are currently limited in the amount of debt we can incur that does not qualify as refinancing indebtedness with certain maturity requirements as discussed in Note 23 (a limitation that we expect to continue for the foreseeable future), even if market conditions would otherwise be favorable, which could also impact our ability to grow our business. 

12.

Senior Exchangeable Notes

 

On October 2, 2012, the Company and K. Hovnanian issued $100,000,000 aggregate stated amount of 6.0% Exchangeable Note Units (the “Units”) (equivalent to 100,000 Units). Each $1,000 stated amount of Units initially consists of (1) a zero coupon senior exchangeable note due December 1, 2017 (a “Senior Exchangeable Note”) issued by K. Hovnanian, which bears no cash interest and has an initial principal amount of $768.51 per Senior Exchangeable Note, and that will accrete to $1,000 at maturity and (2) a senior amortizing note due December 1, 2017 (a “Senior Amortizing Note”) issued by K. Hovnanian, which has an initial principal amount of $231.49 per Senior Amortizing Note, bears interest at a rate of 11.0% per annum, and has a final installment payment date of December 1, 2017. Each Unit may be separated into its constituent Senior Exchangeable Note and Senior Amortizing Note after the initial issuance date of the Units, and the separate components may be combined to create a Unit.

 

Each Senior Exchangeable Note had an initial principal amount of $768.51 (which will accrete to $1,000 over the term of the Senior Exchangeable Note at an annual rate of 5.17% from the date of issuance, calculated on a semi-annual bond equivalent yield basis). Holders may exchange their Senior Exchangeable Notes at their option at any time prior to 5:00 p.m., New York City time, on the business day immediately preceding December 1, 2017. Each Senior Exchangeable Note will be exchangeable for shares of Class A Common Stock at an initial exchange rate of 185.5288 shares of Class A Common Stock per Senior Exchangeable Note (equivalent to an initial exchange price, based on $1,000 principal amount at maturity, of approximately $5.39 per share of Class A Common Stock). The exchange rate will be subject to adjustment in certain events. If certain corporate events occur prior to the maturity date, the Company will increase the applicable exchange rate for any holder who elects to exchange its Senior Exchangeable Notes in connection with such corporate event. In addition, holders of Senior Exchangeable Notes will also have the right to require K. Hovnanian to repurchase such holders’ Senior Exchangeable Notes upon the occurrence of certain of these corporate events. As of July 31, 2015,2016, 18,305 Senior Exchangeable Notes have been converted into 3.4 million shares of our Class A Common Stock, all of which were converted during the first quarter of fiscal 2013.

 

On each June 1 and December 1 (each, an “installment payment date”), K. Hovnanian will pay holders of Senior Amortizing Notes equal semi-annual cash installments of $30.00 per Senior Amortizing Note (except for the June 1, 2013 installment payment, which was $39.83 per Senior Amortizing Note), which cash payment in the aggregate will be equivalent to 6.0% per year with respect to each $1,000 stated amount of Units. Each installment will constitute a payment of interest (at a rate of 11.0% per annum) and a partial repayment of principal on the Senior Amortizing Note. Following certain corporate events that occur prior to the maturity date, holders of the Senior Amortizing Notes will have the right to require K. Hovnanian to repurchase such holders’ Senior Amortizing Notes.

 

13.

Per Share Calculation

 

Basic earnings per share is computed by dividing net income (loss) (the “numerator”) by the weighted-average number of common shares outstanding, adjusted for nonvested shares of restricted stock (the “denominator”) for the period. The basic weighted–average number of shares for the nine months ended July 31, 2014 included 6.1 million shares related to Purchase Contracts (issued as part of our then outstanding 7.25% Tangible Equity Units) which shares were issued upon settlement of the Purchase Contracts in February 2014. Computing diluted earnings per share is similar to computing basic earnings per share, except that the denominator is increased to include the dilutive effects of options and nonvested shares of restricted stock, as well as common shares issuable upon exchange of our Senior Exchangeable Notes issued as part of our 6.0% Exchangeable Note Units. Any options that have an exercise price greater than the average market price are considered to be anti-dilutive and are excluded from the diluted earnings per share calculation.   

  

All outstanding nonvested shares that contain nonforfeitable rights to dividends or dividend equivalents that participate in undistributed earnings with common stock are considered participating securities and are included in computing earnings per share pursuant to the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating securities according to dividends or dividend equivalents and participation rights in undistributed earnings in periods when we have net income. The Company’s restricted common stock (“nonvested shares”) are considered participating securities.

 

Basic and diluted earnings per share for the periods presented below were calculated as follows:

  

Three Months Ended

July 31,

  

Nine Months Ended

July 31,

 

(In thousands, except per share data)

 

2015

  

2014

  

2015

  

2014

 
                 

Numerator:

                

Net (loss) earnings attributable to Hovnanian

  $(7,684

)

  $17,105   $(41,619

)

  $(15,320

)

Less: undistributed earnings allocated to nonvested shares

  -   (386

)

  -   - 

Numerator for basic earnings per share

  (7,684

)

  16,719   (41,619

)

  (15,320

)

Plus: undistributed earnings allocated to nonvested shares

      386         

Less: undistributed earnings reallocated to nonvested shares

  -   (386

)

  -   - 

Less: interest on senior exchangeable notes

  -   879   -   - 

Numerator for diluted earnings per share

  (7,684

)

  17,598   (41,619

)

  (15,320

)

Denominator:                

Denominator for basic earnings per share

  147,010   146,365   146,846   146,223 
Effect of dilutive securities:                

Share based payments

  -   756   -   - 

Senior Exchangeable notes

  -   15,157   -   - 

Denominator for diluted earnings per share – weighted average shares outstanding

  147,010   162,278   146,846   146,223 

Basic earnings per share

  $(0.05

)

  $0.11   $(0.28

)

  $(0.10

)

Diluted earnings per share

  $(0.05

)

  $0.11   $(0.28

)

  $(0.10

)

Incremental shares attributed to nonvested stock and outstanding options to purchase common stock of 0.2 million for the nine months ended July 31, 2015 and 1.3 million nine months ended July 31, 2014, respectively, were excluded from the computation of diluted earnings per share because we had a net loss for the period, and any incremental shares would not be dilutive. There were no incremental shares attributed to nonvested stock and outstanding options to purchase common stock for the three and nine months ended July 31, 2016 and the three months ended July 31, 2015. Also, for both thethreethe three and nine months ended July 31, 20152016 and the nine months ended July 31, 2014,2015, 15.2 million shares of common stock issuable upon the exchange of our Senior Exchangeable Notes (which were issued in fiscal 2012), were excluded from the computation of diluted earnings per share because we had net losses for the periods.

 

In addition, shares related to out-of-the-moneyout-of-the money stock options that could potentially dilute basic earnings per share in the future that were not included in the computation of diluted earnings per share were 6.8 million and 7.3 million for the three and nine months ended July 31, 2016, respectively, and 3.9 million and 3.1 million for the three and nine months ended July 31, 2015, respectively, and 3.0 million and 2.1 million for the three and nine months ended July 31, 2014, respectively, because to do so would have been anti-dilutive for the periods presented.

 

14.

Preferred Stock

 

On July 12, 2005, we issued 5,600 shares of 7.625% Series A Preferred Stock, with a liquidation preference of $25,000 per share. Dividends on the Series A Preferred Stock are not cumulative and are paid at an annual rate of 7.625%. The Series A Preferred Stock is not convertible into the Company’s common stock and is redeemable in whole or in part at our option at the liquidation preference of the shares. The Series A Preferred Stock is traded as depositary shares, with each depositary share representing 1/1000th of a share of Series A Preferred Stock. The depositary shares are listed on the NASDAQ Global Market under the symbol “HOVNP.” During the three and nine months ended July 31, 20152016 and 2014,2015, we did not pay any dividends on the Series A Preferred Stock due to covenant restrictions in our debt instruments.

 

15.

Common Stock

 

Each share of Class A Common Stock entitles its holder to one vote per share, and each share of Class B Common Stock generally entitles its holder to ten votes per share. The amount of any regular cash dividend payable on a share of Class A Common Stock will be an amount equal to 110% of the corresponding regular cash dividend payable on a share of Class B Common Stock. If a shareholder desires to sell shares of Class B Common Stock, such stock must be converted into shares of Class A Common Stock.

 

On August 4, 2008, our Board of Directors adopted a shareholder rights plan (the “Rights Plan”) designed to preserve shareholder value and the value of certain tax assets primarily associated with net operating loss (NOL) carryforwards and built-in losses under Section 382 of the Internal Revenue Code. Our ability to use NOLs and built-in losses would be limited if there was an “ownership change” under Section 382. This would occur if shareholders owning (or deemed under Section 382 to own) 5% or more of our stock increase their collective ownership of the aggregate amount of our outstanding shares by more than 50 percentage points over a defined period of time. The Rights Plan was adopted to reduce the likelihood of an “ownership change” occurring as defined by Section 382. Under the Rights Plan, one right was distributed for each share of Class A Common Stock and Class B Common Stock outstanding as of the close of business on August 15, 2008. Effective August 15, 2008, if any person or group acquires 4.9% or more of the outstanding shares of Class A Common Stock without the approval of the Board of Directors, there would be a triggering event causing significant dilution in the voting power of such person or group. However, existing stockholders who owned, at the time of the Rights Plan’s adoption, 4.9% or more of the outstanding shares of Class A Common Stock will trigger a dilutive event only if they acquire additional shares. The approval of the Board of Directors’ decision to adopt the Rights Plan may be terminated by the Board of Directors at any time, prior to the Rights being triggered. The Rights Plan will continue in effect until August 15, 2018, unless it expires earlier in accordance with its terms. The approval of the Board of Directors’ decision to adopt the Rights Plan was submitted to a stockholder vote and approved at a special meeting of stockholders held on December 5, 2008. Also at the Special Meeting on December 5, 2008, our stockholders approved an amendment to our Certificate of Incorporation to restrict certain transfers of Class A Common Stock in order to preserve the tax treatment of our NOLs and built-in losses under Section 382 of the Internal Revenue Code. Subject to certain exceptions pertaining to pre-existing 5% stockholders and Class B stockholders, the transfer restrictions in the amended Certificate of Incorporation generally restrict any direct or indirect transfer (such as transfers of our stock that result from the transfer of interests in other entities that own our stock) if the effect would be to (i) increase the direct or indirect ownership of our stock by any person (or public group) from less than 5% to 5% or more of our common stock; (ii) increase the percentage of our common stock owned directly or indirectly by a person (or public group) owning or deemed to own 5% or more of our common stock; or (iii) create a new public group. Transfers included under the transfer restrictions include sales to persons (or public groups) whose resulting percentage ownership (direct or indirect) of common stock would exceed the 5% thresholds discussed above, or to persons whose direct or indirect ownership of common stock would by attribution cause another person (or public group) to exceed such threshold.

  

On July 3, 2001, our Board of Directors authorized a stock repurchase program to purchase up to 4 million shares of Class A Common Stock. There were no shares purchased during the three and nine months ended July 31, 2015.2016. As of July 31, 2015,2016, the maximum number of shares of Class A Common Stock that may yet be purchased under this program is 0.5 million.

 

16.

Income Taxes

 

The total income tax expense of $1.6 million and benefit of $4.6 million for the three and nine months ended July 31, 2016, respectively, was primarily due to deferred taxes, partially offset by state tax expenses and state tax reserves for uncertain tax positions. In addition, the nine months ended July 31, 2016 was also impacted by permanent differences between book income and taxable income as a result of the issuance of shares under a deferred compensation plan that were expensed during vesting at significantly higher value than the value at the time of issuance. The total income tax benefit of $2.3 million and $17.5 million recognized for the three and nine months ended July 31, 2015, respectively, was primarily due to deferred taxes partially offset by state tax expenses and state tax reserves for uncertain tax positions. The total income tax benefit of $1.7 million and $0.5 million recognized for the three and nine months ended July 31, 2014, respectively, was primarily due to a refund received for a loss carryback to a previously profitable year, partially offset by various state tax expenses and state tax reserves for uncertain state tax positions

 

Deferred federal and state income tax assets primarily represent the deferred tax benefits arising from temporary differences between book and tax income which will be recognized in future years as an offset against future taxable income. If the combination of future years’ income (or loss) and the reversal of the timing differences results in a loss, such losses can be carried forward to future years. In accordance with ASC 740, we evaluate our deferred tax assets quarterly to determine if valuation allowances are required. ASC 740 requires that companies assess whether valuation allowances should be established based on the consideration of all available evidence using a “more likely than not” standard.  

 

As of October 31, 2014,2015, and again at July 31, 2015,2016, we concluded that it was more likely than not that a substantial amount of our deferred tax assets (“DTA”) would be utilized. This conclusion was based on a detailed evaluation of all relevant evidence, both positive and negative. The positive evidence included factors such as positive earnings for two of the last two fullthree fiscal years and the expectation of earnings going forward over the long term and evidence of a sustained recovery in the housing markets in which we operate. Such evidence is supported by significant increases in key financial indicators over the last few years, including new orders, revenues, backlog, and community count and deliveries compared with the prior years. Economic data has also been affirming the housing market recovery. Housing starts, homebuilding volume and prices are increasing and forecasted to continue to increase. Historically low mortgage rates, affordable home prices, reduced foreclosures and a favorable home ownership to rental comparison are key factors in the recovery.

  

Potentially offsetting this positive evidence is the fact that we had a loss before income taxes for the fiscal year ended October 31, 2015 as well as for the nine months ended July 31, 2016. However, we did have income before income taxes for the three months ended July 31, 2016 and we are currentlynot in a three year cumulative loss position as of July 31, 2015.2016. As per ASC 740, cumulative losses are one of the most objectively verifiable forms of negative evidence. Thus, an entity that has suffered cumulative losses in recent years may find it difficult to support an assertion that a DTA could be realized if such an assertion is based on forecasts of future profitable results rather than an actual return to profitability. In other words, an entity that has cumulative losses generally should not use an estimate of future earnings to support a conclusion that realization of an existing DTA is more likely than not if such a forecast is not based on objectively verifiable information. An objectively verifiable estimate of future income in that instance would be based on operating results from the reporting entity's recent history.

We determined that the positive evidence noted above, including our two fiscal years of sustained operating profitability, outweighed the existingevidence; we no longer have this negative evidence and because of our current backlog, we expect to be in a three year cumulative income position by the end of fiscal 2015. Given that ASC 740 suggests using recent historical operating results in the instance where a three year cumulative loss position still exists, we used our recent historical profit levels in projecting our pretax incomeprofitable going forward over the futurelong term. Our recent three years in assessingcumulative performance and our expectations for the utilization ofcoming years based on our existing DTAs. Therefore, we concludedcurrent backlog, community count and recent sales contracts provide evidence that it is more likely than not that we will realize a substantial portion ofreaffirms our DTAs, andconclusion that a full valuation allowance iswas not necessary. This analysis resulted in a partial reversal equal to $285.1 million of our valuation allowance against DTAs at October 31, 2014, leaving a remaining valuation allowance of $642.0 million at October 31, 2014. Ournecessary and that the current valuation allowance for deferred taxes amounted to $642.1of $635.4 million atas of July 31, 2015.2016 is appropriate.

 

17.

Operating and Reporting Segments

 

Our operating segments are components of our business for which discrete financial information is available and reviewed regularly by the chief operating decision maker, our Chief Executive Officer, to evaluate performance and make operating decisions. Based on this criteria, each of our communities qualifies as an operating segment, and therefore, it is impractical to provide segment disclosures for this many segments. As such, we have aggregated the homebuilding operating segments into six reportable segments.

  

Our homebuilding operating segments are aggregated into reportable segments based primarily upon geographic proximity, similar regulatory environments, land acquisition characteristics and similar methods used to construct and sell homes. Our reportable segments consist of the following six homebuilding segments and a financial services segment:

 

Homebuilding:

(1)

Northeast (New Jersey and Pennsylvania)

(2)

Mid-Atlantic (Delaware, Maryland, Virginia, Washington D.C. and West Virginia)

(3)

Midwest (Illinois, Minnesota and Ohio)

(4)

Southeast (Florida, Georgia, North Carolina and South Carolina)

(5)

Southwest (Arizona and Texas)

(6)

 (1) Northeast (New Jersey and Pennsylvania)

 (2) Mid-Atlantic (Delaware, Maryland, Virginia, Washington D.C. and West Virginia)

 (3) Midwest (Illinois, Minnesota and Ohio)

 (4) Southeast (Florida, Georgia, North Carolina and South Carolina)

 (5) Southwest (Arizona and Texas)

 (6) West (California)

  

Financial Services

 

Operations of the Company’s Homebuilding segments primarily include the sale and construction of single-family attached and detached homes, attached townhomes and condominiums, urban infill and active adultlifestyle homes in planned residential developments. In addition, from time to time, operations of the homebuilding segments include sales of land. Operations of the Company’s Financial Services segment include mortgage banking and title services provided to the homebuilding operations’ customers. We do not typically retain or service mortgages that we originate but rather sell the mortgages and related servicing rights to investors.

 

Corporate and unallocated primarily represents operations at our headquarters in Red Bank, New Jersey. This includes our executive offices, information services, human resources, corporate accounting, training, treasury, process redesign, internal audit, construction services, and administration of insurance, quality and safety. It also includes interest income and interest expense resulting from interest incurred that cannot be capitalized in inventory in the Homebuilding segments, as well as the gains or losses on extinguishment of debt from any debt repurchases or exchanges.

 

Evaluation of segment performance is based primarily on operating earnings from continuing operations before provision for income taxes (“Income (loss) before income taxes”). Income (loss) before income taxes for the Homebuilding segments consist of revenues generated from the sales of homes and land, income (loss) from unconsolidated entities, management fees and other income, less the cost of homes and land sold, selling, general and administrative expenses interest expense and non-controlling interest expense. Income before income taxes for the Financial Services segment consist of revenues generated from mortgage financing, title insurance and closing services, less the cost of such services and certain selling, general and administrative expenses incurred by the Financial Services segment.

 

Operational results of each segment are not necessarily indicative of the results that would have occurred had the segment been an independent stand-alone entity during the periods presented.

 

Financial information relating to the Company’s segment operations was as follows:

  

  

Three Months Ended July 31,

  

Nine Months Ended July 31,

 

(In thousands)

 

2016

  

2015

  

2016

  

2015

 
             

Revenues:

            

Northeast

 $69,989  $36,209  $196,539  $126,213 

Mid-Atlantic

 111,739  113,992  295,546  271,954 

Midwest

 72,581  82,325  249,132  220,020 

Southeast

 96,323  57,329  186,873  144,498 

Southwest

 248,546  203,249  729,606  560,863 

West

 101,158  33,180  237,831  93,895 

Total homebuilding

 700,336  526,284  1,895,527  1,417,443 

Financial services

 16,485  14,360  51,714  37,939 

Corporate and unallocated

 29  (31

)

 (63) (106

)

Total revenues

 $716,850  $540,613  $1,947,178  $1,455,276 
             

Income (loss) before income taxes:

            

Northeast

 $(995) $(4,008

)

 $(4,945) $(10,973

)

Mid-Atlantic

 3,467  5,440  7,161  10,439 

Midwest

 (2,452) 3,120  (8,034) 8,041 

Southeast

 (5,621) (1,225

)

 (14,710) (3,583

)

Southwest

 20,532  17,170  55,392  42,517 

West

 3,297  (3,973

)

 (6,989) (15,309

)

Homebuilding income before income taxes

 18,228  16,524  27,875  31,132 

Financial services

 7,569  6,116  24,965  14,870 

Corporate and unallocated

 (24,704) (32,641

)

 (82,545) (105,164

)

Income (loss) before income taxes

 $1,093  $(10,001

)

 $(29,705) $(59,162

)

21

Table Of Contents

  

Three Months Ended July 31,

  

Nine Months Ended July 31,

 

(In thousands)

 

2015

  

2014

  

2015

  

2014

 
                 

Revenues:

                

Northeast

  $36,209   $60,531   $126,213   $179,529 

Mid-Atlantic

  113,992   90,123   271,954   219,378 

Midwest

  82,325   55,423   220,020   147,884 

Southeast

  57,329   55,449   144,498   146,613 

Southwest

  203,249   201,906   560,863   495,116 

West

  33,180   76,521   93,895   147,979 

Total homebuilding

  526,284   539,953   1,417,443   1,336,499 

Financial services

  14,360   11,106   37,939   28,612 

Corporate and unallocated

  (31)  (50

)

  (106)  (125

)

Total revenues

  $540,613   $551,009   $1,455,276   $1,364,986 
                 

(Loss) income before income taxes:

                

Northeast

  $(4,008)  $(1,971

)

  $(10,973)  $(10,791

)

Mid-Atlantic

  5,440   5,397   10,439   9,772 

Midwest

  3,120   4,971   8,041   10,687 

Southeast

  (1,225)  2,244   (3,583)  6,990 

Southwest

  17,170   22,178   42,517   48,259 

West

  (3,973)  11,091   (15,309)  12,829 

Homebuilding income before income taxes

  16,524   43,910   31,132   77,746 

Financial services

  6,116   3,894   14,870   8,021 

Corporate and unallocated

  (32,641)  (32,432

)

  (105,164)  (101,583

)

(Loss) income before income taxes

  $(10,001)  $15,372   $(59,162)  $(15,816

)

 

 

(In thousands)

 

July 31, 2015

  

October 31, 2014

  

July 31, 2016

  

October 31, 2015

 
              

Assets:

              

Northeast

  $329,387   $315,573  $252,007  $321,983 

Mid-Atlantic

  340,564   313,494  337,371  342,159 

Midwest

  190,461   169,967  125,552  197,899 

Southeast

  207,490   148,096  235,141  223,206 

Southwest

  473,732   410,756  410,313  465,740 

West

  245,266   143,245  287,298  259,943 

Total homebuilding

  1,786,900   1,501,131  1,647,682  1,810,930 

Financial services

  136,090   120,343  165,885  159,981 

Corporate and unallocated(1)

  626,354   668,456  575,274  631,387 

Total assets

  $2,549,344   $2,289,930  $2,388,841  $2,602,298 

  

(1) Includes $293.4 million and $290.3 million of income taxes receivable, including deferred tax assets, as of July 31, 2016 and October 31, 2015, respectively.

18.

Investments in Unconsolidated Homebuilding and Land Development Joint Ventures

 

We enter into homebuilding and land development joint ventures from time to time as a means of accessing lot positions, expanding our market opportunities, establishing strategic alliances, managing our risk profile, leveraging our capital base and enhancing returns on capital. Our homebuilding joint ventures are generally entered into with third-party investors to develop land and construct homes that are sold directly to third-party home buyers. Our land development joint ventures include those entered into with developers and other homebuilders as well as financial investors to develop finished lots for sale to the joint venture’s members or other third parties.

  

In November 2015, the Company entered into a new joint venture to which the company contributed a land parcel that had been mothballed by the company, but on which construction by the joint venture has now begun. Upon formation of the joint venture, the Company received $25.7 million of cash proceeds for the contributed land. In addition, during the third quarter of 2016, we entered into a new joint venture by contributing eight communities we owned and our option to buy one community to the joint venture. As a result of the formation of the joint venture, the Company received $29.8 million of cash in return for the land and option contributions.

 

The tables set forth below summarize the combined financial information related to our unconsolidated homebuilding and land development joint ventures that are accounted for under the equity method.

 

(Dollars in thousands)

 

July 31, 2015

  

July 31, 2016

 
 

Homebuilding

  

Land Development

  

Total

  

Homebuilding

  

Land

Development

  

Total

 

Assets:

                     

Cash and cash equivalents

  $20,420   $739   $21,159  $39,129  $860  $39,989 

Inventories

  322,448   13,543   335,991  504,730 ��12,299  517,029 

Other assets

  9,388   -   9,388  24,832  -  24,832 

Total assets

  $352,256   $14,282   $366,538  $568,691  $13,159  $581,850 
                     

Liabilities and equity:

                     

Accounts payable and accrued liabilities

  $28,601   $604   $29,205  $50,686  $1,222  $51,908 

Notes payable

  101,522   4,593   106,115  209,868  2,864  212,732 

Total liabilities

  130,123   5,197   135,320  260,554  4,086  264,640 

Equity of:

                     

Hovnanian Enterprises, Inc.

  63,497   2,943   66,440  80,747  3,309  84,056 

Others

  158,636   6,142   164,778  227,390  5,764  233,154 

Total equity

  222,133   9,085   231,218  308,137  9,073  317,210 

Total liabilities and equity

  $352,256   $14,282   $366,538  $568,691  $13,159  $581,850 

Debt to capitalization ratio

  31

%

  34

%

  31

%

 41

%

 24

%

 40

%

(Dollars in thousands)

 

October 31, 2015

 
  

Homebuilding

  

Land

Development

  

Total

 

Assets:

         

Cash and cash equivalents

 $27,856  $1,755  $29,611 

Inventories

 314,814  11,767  326,581 

Other assets

 11,225  -  11,225 

Total assets

 $353,895  $13,522  $367,417 
          

Liabilities and equity:

         

Accounts payable and accrued liabilities

 $29,994  $669  $30,663 

Notes payable

 112,554  3,774  116,328 

Total liabilities

 142,548  4,443  146,991 

Equity of:

         

Hovnanian Enterprises, Inc.

 57,336  3,122  60,458 

Others

 154,011  5,957  159,968 

Total equity

 211,347  9,079  220,426 

Total liabilities and equity

 $353,895  $13,522  $367,417 

Debt to capitalization ratio

 35

%

 29

%

 35

%

 

(Dollars in thousands)

 

October 31, 2014

 
  

Homebuilding

  

Land Development

  

Total

 

Assets:

            

Cash and cash equivalents

  $22,415   $205   $22,620 

Inventories

  208,620   16,194   224,814 

Other assets

  11,986   -   11,986 

Total assets

  $243,021   $16,399   $259,420 
             

Liabilities and equity:

            

Accounts payable and accrued liabilities

  $27,175   $1,039   $28,214 

Notes payable

  45,506   5,650   51,156 

Total liabilities

  72,681   6,689   79,370 

Equity of:

            

Hovnanian Enterprises, Inc.

  59,106   2,990   62,096 

Others

  111,234   6,720   117,954 

Total equity

  170,340   9,710   180,050 

Total liabilities and equity

  $243,021   $16,399   $259,420 

Debt to capitalization ratio

  21

%

  37

%

  22

%

As of July 31, 20152016 and October 31, 2014,2015, we had advances outstanding of approximately $1.0$0.9 million and $1.8$0.8 million, respectively, to these unconsolidated joint ventures, which were included in the “Accounts payable and accrued liabilities” balances in the tables above. On our Condensed Consolidated Balance Sheets, our “Investments in and advances to unconsolidated joint ventures” amounted to $66.5$88.0 million and $63.9$61.2 million at July 31, 20152016 and October 31, 2014,2015, respectively.

 

   

 

For the Three Months Ended July 31, 2015

  

For the Three Months Ended July 31, 2016

 

(In thousands)

 

Homebuilding

  

Land Development

  

Total

  

Homebuilding

  

Land Development

  

Total

 
                     

Revenues

  $27,459   $1,394   $28,853  $31,145  $1,219  $32,364 

Cost of sales and expenses

  (29,705

)

  (1,296

)

  (31,001

)

 (37,245) (1,143) (38,388)

Joint venture net (loss) income

  $(2,246

)

  $98   $(2,148

)

 $(6,100) $76  $(6,024)

Our share of net (loss) income

  $(488

)

  $49   $(439

)

 $(2,418) $38  $(2,380)

 

 

For the Three Months Ended July 31, 2014

  

For the Three Months Ended July 31, 2015

 

(In thousands)

 

Homebuilding

  

Land Development

  

Total

  

Homebuilding

  

Land Development

  

Total

 
                     

Revenues

  $29,283   $612   $29,895  $27,459  $1,394  $28,853 

Cost of sales and expenses

  (27,631

)

  (534

)

  (28,165

)

 (29,705

)

 (1,296

)

 (31,001

)

Joint venture net income

  $1,652   $78   $1,730 

Our share of net income

  $201   $39   $240 

Joint venture net (loss) income

 $(2,246

)

 $98  $(2,148

)

Our share of net (loss) income

 $(488

)

 $49  $(439

)

  

 

 

For the Nine Months Ended July 31, 2015

  

For the Nine Months Ended July, 2016

 

(In thousands)

 

Homebuilding

  

Land Development

  

Total

  

Homebuilding

  

Land Development

  

Total

 
                     

Revenues

  $91,300   $4,009   $95,309  $77,171  $2,836  $80,007 

Cost of sales and expenses

  (53,821

)

  (4,103

)

  (57,924

)

 (92,904) (2,462) (95,366)

Joint venture net income (loss)

  $37,479   $(94

)

  $37,385 

Our share of net income (loss)

  $728   $(47

)

  $681 

Joint venture net (loss) income

 $(15,733) $374  $(15,359)

Our share of net (loss) income

 $(5,267) $187  $(5,080)

 

 

For the Nine Months Ended July 31, 2014

  

For the Nine Months Ended July 31, 2015

 

(In thousands)

 

Homebuilding

  

Land Development

  

Total

  

Homebuilding

  

Land Development

  

Total

 
                     

Revenues

  $114,304   $5,881   $120,185  $91,300  $4,009  $95,309 

Cost of sales and expenses

  (105,409

)

  (5,619

)

  (111,028

)

 (53,821

)

 (4,103

)

 (57,924

)

Joint venture net income

  $8,895   $262   $9,157 

Our share of net income

  $3,780   $131   $3,911 

Joint venture net income (loss)

 $37,479  $(94

)

 $37,385 

Our share of net income (loss)

 $728  $(47

)

 $681 

 

Income(Loss) income from unconsolidated joint ventures” is reflected as a separate line in the accompanying Condensed Consolidated Statements of Operations and reflects our proportionate share of the income or loss of these unconsolidated homebuilding and land development joint ventures. The difference between our share of the income or loss from these unconsolidated joint ventures in the tables above compared to the Condensed Consolidated Statements of Operations for the three and nine months ended July 31, 2015 and 2014, is due primarily to the reclassification of the intercompany portion of management fee income from certain joint ventures and the deferral of income for lots purchased by us from certain joint ventures. To compensate us for the administrative services we provide as the manager of certain joint ventures we receive a management fee based on a percentage of the applicable joint venture’s revenues. These management fees, which totaled $1.2 million and $1.3 million, for both the three months ended July 31, 2016 and 2015, and 2014, respectively,$3.1 million and $3.6 million and $5.0 million for the nine months ended July 31, 20152016 and 2014,2015, respectively, are recorded in “Homebuilding: Selling, general and administrative” on the Condensed Consolidated Statement of Operations.

 

In determining whether or not we must consolidate joint ventures that we manage, we assess whether the other partners have specific rights to overcome the presumption of control by us as the manager of the joint venture. In most cases, the presumption is overcome because the joint venture agreements require that both partners agree on establishing the operations and capital decisions of the partnership, including budgets in the ordinary course of business.

 

Typically, our unconsolidated joint ventures obtain separate project specific mortgage financing. The amount of financing is generally targeted to be no more than 50% of the joint venture’s total assets. For some of our joint ventures, obtaining financing was challenging, therefore, some of our joint ventures are capitalized only with equity. Including the impact of impairments recorded by the joint ventures, theThe total debt to capitalization ratio of all our joint ventures is currently 31%40%. Any joint venture financing is on a nonrecourse basis, with guarantees from us limited only to performance and completion of development, environmental warranties and indemnification, standard indemnification for fraud, misrepresentation and other similar actions, including a voluntary bankruptcy filing. In some instances, the joint venture entity is considered a VIE under ASC 810-10 “Consolidation – Overall” due to the returns being capped to the equity holders; however, in these instances, we have determined that we are not the primary beneficiary, and therefore we do not consolidate these entities.

 

 

19.

Recent Accounting Pronouncements

 

In January 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-04, “Receivables - Troubled Debt Restructurings by Creditors,” which clarifies when an in substance repossession or foreclosure of residential real estate property collateralizing a consumer mortgage loan has occurred. By doing so, this guidance helps determine when the creditor should derecognize the loan receivable and recognize the real estate property. The guidance is effective for the Company beginning November 1, 2015 and is not expected to have a material impact on the Company’s Condensed Consolidated Financial Statements.

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No.ASU 2014-09, “Revenue from Contracts with Customers” (Topic 606), (“ASU 2014-09”). ASU 2014-09 requires entities to recognize revenue that represents the transfer of promised goods or services to customers in an amount equivalent to the consideration to which the entity expects to be entitled to in exchange for those goods or services. The following steps should be applied to determine this amount: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 supersedes the revenue recognition requirements in ASU 605, “Revenue Recognition”,Recognition,” and most industry-specific guidance in the Accounting Standards Codification. In August 2015, the FASB issued ASU 2015-14 on this same topic, which defers for one year the effective date of ASU 2014-09, therefore making the guidance effective for the Company beginning November 1, 2018. Additionally, the FASB also decided to permit entities to early adopt the standard, which allows for either full retrospective or modified retrospective methods of adoption, for reporting periods beginning after December 15, 2016. We are currently evaluating the impact of adopting this guidance on our Condensed Consolidated Financial Statements.

 

In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which requires management to perform interim and annual assessments on whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year of the date the financial statements are issued and to provide related disclosures, if required. ASU 2014-15 is effective for the Company for our fiscal year ending October 31, 2017. Early adoption is permitted. We do not anticipate the adoption of ASU 2014-15 to have a material impact on the Company’sCondensedCompany’s Condensed Consolidated Financial Statements. 

 

In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation AnalysisAnalysis” (“ASU 2015-02”), which amends the consolidation requirements in ASC 810, primarily related to limited partnerships and VIEs. ASU 2015-02 is effective for the Company beginning on November 1, 2016. Early adoption is permitted. We do not anticipate the adoption of ASU 2015-02 to have a material impact on the Company’sCondensedCompany’s Condensed Consolidated Financial Statements.  

 

In April 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest” (“ASU 2015-03”), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This new guidance is a change from the current treatment of recording debt issuance costs as an asset representing a deferred charge, and is consistent with the accounting treatment for debt discounts. The guidance, which requires retrospective application, is effective for the Company beginning November 1, 2016. Early adoption is permitted. We do not anticipateThe adoption of ASU 2015-03 will result in reclassification of our deferred bond issuance costs from assets to an offset of our notes payable on the Company’s Consolidated Financial Statements. Additionally, in August 2015, as a follow-up to ASU 2015-03, the FASB issued ASU 2015-15 “Interest – Imputation of Interest (Subtopic 835-30)” (“ASU 2015-15”). ASU 2015-15 addresses the presentation of debt issuance costs for line-of-credit arrangements, allowing an entity to defer and present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The adoption of ASU 2015-15 will be concurrent with the adoption of ASU 2015-032015-03. The Company does not expect ASU 2015-15 to have a material impact on the Company’sCondensedCompany’s Condensed Consolidated Financial Statements.

 

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which provides guidance for accounting for leases. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight line basis over the term of the lease. Accounting for lessors remains largely unchanged from current GAAP. ASU 2016-02 is effective for the Company beginning November 1, 2019. Early adoption is permitted. We are currently evaluating the impact of adopting this guidance on our Condensed Consolidated Financial Statements.

In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 simplifies several aspects related to the accounting for share-based payment transactions, including the accounting for income taxes, statutory tax withholding requirements and classification on the statement of cash flows. ASU 2016-09 is effective for the Company’s fiscal year beginning November 1, 2017. Early adoption is permitted and the Company elected to adopt ASU 2016-09 in the second quarter of fiscal 2016. The adoption did not have a material impact on the Company’s Condensed Consolidated Financial Statements.

20.

Fair Value of Financial Instruments

 

ASC 820, “Fair Value Measurements and Disclosures,” provides a framework for measuring fair value, expands disclosures about fair-value measurements and establishes a fair-value hierarchy which prioritizes the inputs used in measuring fair value summarized as follows:

 

Level 1:                      Fair value determined based on quoted prices in active markets for identical assets.

 

Level 2:                      Fair value determined using significant other observable inputs.

 

Level 3:                      Fair value determined using significant unobservable inputs.

 

Our financial instruments measured at fair value on a recurring basis are summarized below:

 

(In thousands)

Fair Value Hierarchy

 

Fair Value at

July 31, 2015

  

Fair Value at

October 31, 2014

 
          

Mortgage loans held for sale (1)

Level 2

  $110,723   $95,643 

Interest rate lock commitments

Level 2

  356   15 

Forward contracts

Level 2

  (409

)

  (320

)

    $110,670   $95,338 

(In thousands)

Fair Value

Hierarchy

 

Fair Value at

July 31, 2016

  

Fair Value at

October 31, 2015

 
        

Mortgage loans held for sale (1)

Level 2

 $137,510  $129,818 

Interest rate lock commitments

Level 2

 583  (7

)

Forward contracts

Level 2

 (309) 509 

Total

  $137,784  $130,320 

 

(1)  The aggregate unpaid principal balance was $105.4$123.3 million and $91.2$122.7 million at July 31, 20152016 and October 31, 2014,2015, respectively.

 

We elected the fair value option for our loans held for sale for mortgage loans originated subsequent to October 31, 2008, in accordance with ASC 825, “Financial Instruments,” which permits us to measure financial instruments at fair value on a contract-by-contract basis. Management believes that the election of the fair value option for loans held for sale improves financial reporting by mitigating volatility in reported earnings caused by measuring the fair value of the loans and the derivative instruments used to economically hedge them without having to apply complex hedge accounting provisions. Fair value of loans held for sale is based on independent quotequoted market prices, where available, or the prices for other mortgage whole loans with similar characteristics.

  

The Financial Services segment had a pipeline of loan applications in process of $738.9$752.6 million at July 31, 2015.2016. Loans in process for which interest rates were committed to the borrowers totaled approximately $86.2$85.4 million as of July 31, 2015.2016. Substantially all of these commitments were for periods of 60 days or less. Since a portion of these commitments is expected to expire without being exercised by the borrowers, the total commitments do not necessarily represent future cash requirements.

 

The Financial Services segment uses investor commitments and forward sales of mandatory MBS to hedge its mortgage-related interest rate exposure. These instruments involve, to varying degrees, elements of credit and interest rate risk. Credit risk is managed by entering into MBS forward commitments, option contracts with investment banks, federally regulated bank affiliates and loan sales transactions with permanent investors meeting the segment’s credit standards. The segment’s risk, in the event of default by the purchaser, is the difference between the contract price and fair value of the MBS forward commitments and option contracts. At July 31, 2015,2016, the segment had open commitments amounting to $26.5$25.0 million to sell MBS with varying settlement dates through September 14, 2015.August 18, 2016.

 

The assets accounted for using the fair value option are initially measured at fair value. Gains and losses from initial measurement and subsequent changes in fair value are recognized in the Financial Services segment’s income. The changes in fair values that are included in income are shown, by financial instrument and financial statement line item, below:

  

Three Months Ended July 31, 2016

 

(In thousands)

 

Mortgage

Loans Held

For Sale

  

Interest Rate

Lock

Commitments

  

Forward

Contracts

 
          

Changes in fair value included in net loss all reflected in financial services revenues

 $(175) $560  $(268)

  

Three Months Ended July 31, 2015

 

(In thousands)

 

Mortgage

Loans Held

For Sale

  

Interest Rate

Lock

Commitments

  

Forward

Contracts

 
          

Changes in fair value included in net loss all reflected in financial services revenues

 $5  $400  $(587

)

 

 

 

Three Months Ended July 31, 2015

  

Nine Months Ended July 31, 2016

 

(In thousands)

 

Mortgage

Loans Held

For Sale

  

Interest Rate

Lock Commitments

  

Forward Contracts

  

Mortgage

Loans Held

For Sale

  

Interest Rate

Lock

Commitments

  

Forward

Contracts

 
                     

Changes in fair value included in net loss all reflected in financial services revenues

  $5   $400   $(587

)

 $3,654  $590  $(818)

 

  

Three Months Ended July 31, 2014

 

(In thousands)

 

Mortgage

Loans Held

For Sale

  

Interest Rate

Lock Commitments

  

Forward Contracts

 
             

Changes in fair value included in net loss all reflected in financial services revenues

  $(236

)

  $(308

)

  $526 

  

Nine Months Ended July 31, 2015

 

(In thousands)

 

Mortgage

Loans Held

For Sale

  

Interest Rate

Lock Commitments

  

Forward Contracts

 
             

Changes in fair value included in net loss all reflected in financial services revenues

  $(168

)

  $341   $(89

)

 

Nine Months Ended July 31, 2014

  

Nine Months Ended July 31, 2015

 

(In thousands)

 

Mortgage

Loans Held

For Sale

  

Interest Rate

Lock Commitments

  

Forward Contracts

  

Mortgage

Loans Held

For Sale

  

Interest Rate

Lock

Commitments

  

Forward

Contracts

 
                     

Changes in fair value included in net loss all reflected in financial services revenues

  $(2,136

)

  $(506

)

  $1,213  $(168

)

 $341  $(89

)

 

The Company’s assets measured at fair value on a nonrecurring basis are those assets for which the Company has recorded valuation adjustments and write-offs during the periods presented. The Company did not have any assets measured at fair value on a nonrecurring basis during the three months ended July 31, 2015. The assets measured at fair value for the three and nine months ended July 31, 2016 and the nine months ended July 31, 2015 on a nonrecurring basis are all within the Company’s Homebuilding operations and are summarized below:

 

Nonfinancial Assets

 

  

Three Months Ended

 
  

July 31, 2014

   

Three Months Ended

 
               

July 31, 2016

 

(In thousands)

Fair Value Hierarchy

 

Pre-Impairment Amount

  

Total Losses

  

Fair Value

 

Fair

Value

Hierarchy

 

Pre-Impairment

Amount

  

Total

Losses

  

Fair Value

 
                       

Sold and unsold homes and lots under development

Level 3

  $469   $(70

)

  $399 

Land and land options held for future development or sale

Level 3

  $-   $-   $- 

Level 3

 $5,407  $(1,282

)

 $4,125 

 

27

Table Of Contents
   

Nine Months Ended

 
   

July 31, 2016

 

(In thousands)

Fair

Value

Hierarchy

 

Pre-Impairment

Amount

  

Total

Losses

  

Fair Value

 
           

Sold and unsold homes and lots under development

Level 3

 $44,238  $(14,399) $29,839 

Land and land options held for future development or sale

Level 3

 $6,576  $(1,976

)

 $4,600 

 

   

Nine Months Ended

 
   

July 31, 2015

 
              

(In thousands)

Fair Value Hierarchy

 

Pre-Impairment Amount

  

Total Losses

  

Fair Value

 
              

Sold and unsold homes and lots under development

Level 3

  $16,756   $(4,466

)

  $12,290 

Land and land options held for future development or sale

Level 3

  $-   $-   $- 

  

   

Nine Months Ended

 
   

July 31, 2014

 
              

(In thousands)

Fair Value Hierarchy

 

Pre-Impairment Amount

  

Total Losses

  

Fair Value

 
              

Sold and unsold homes and lots under development

Level 3

  $469   $(70

)

  $399 

Land and land options held for future development or sale

Level 3

  $236   $(82

)

  $154 

   

Nine Months Ended

 
   

July 31, 2015

 

(In thousands)

Fair

Value

Hierarchy

 

Pre-Impairment

Amount

  

Total Losses

  

Fair Value

 
           

Sold and unsold homes and lots under development

Level 3

 $16,756  $(4,466

)

 $12,290 

 

We record impairment losses on inventories related to communities under development and held for future development when events and circumstances indicate that they may be impaired and the undiscounted cash flows estimated to be generated by those assets are less than their related carrying amounts. If the expected undiscounted cash flows are less than the carrying amount, then the community is written down to its fair value. We estimate the fair value of each impaired community by determining the present value of its estimated future cash flows at a discount rate commensurate with the risk of the respective community. Should the estimates or expectations used in determining cash flows or fair value decrease or differ from current estimates in the future, we may be required to recognize additional impairments. We recorded inventory impairments, which are included in the Condensed Consolidated Statements of Operations as “Inventory impairment loss and land option write-offs” and deducted from inventory,Inventory of $4.4 million for the nine months ended July 31, 2015, and $0.1$1.3 million and $0.2$16.4 million for the three and nine months ended July 31, 2014, respectively.2016, respectively, and $4.4 million for the nine months ended July 31, 2015. We did not record any inventory impairments for the three months ended July 31, 2015.

 

The fair value of our cash equivalents, and restricted cash and cash equivalents and borrowings under the revolving credit facility approximates their carrying amount, based on Level 1 inputs.

 

The fair value of each series of the senior unsecured notes (other than the 7.0% Senior Notes due 2019, (the “2019 Notes”) the senior exchangeable notes and the senior amortizing notes) is estimated based on recent trades or quoted market prices for the same issues or based on recent trades or quoted market prices for our debt of similar security and maturity to achieve comparable yields, which are Level 2 measurements. The fair value of the senior unsecured notes (all series in the aggregate), other than the 2019 Notes, senior exchangeable notes and senior amortizing notes, was estimated at $676.6$393.9 million and $464.4$689.6 million as of July 31, 20152016 and October 31, 2014,2015, respectively.

 

The fair value of each of the 2019 Notes, the senior secured notes (all series in the aggregate), the senior amortizing notes and the senior exchangeable notes is estimated based on third party broker quotes, a Level 3 measurement. The fair value of the 2019 Notes, senior secured notes (all series in the aggregate), the senior amortizing notes and the senior exchangeable notes were estimated at $132.0$818.9 million, $964.0 million, $12.8$8.1 million and $67.7$66.7 million, respectively, as of July 31, 2015.2016. As of October 31, 2014,2015, the fair value of the 2019 Notes, senior secured notes (all series in the aggregate), the senior amortizing notes and the senior exchangeable notes were estimated at $148.2$869.4 million, $1.0 billion, $17.0$12.8 million and $79.6$69.0 million, respectively.

 

21.

Financial Information of Subsidiary Issuer and Subsidiary Guarantors

 

Hovnanian Enterprises, Inc., the parent company (the “Parent”), is the issuer of publicly traded common stock and preferred stock, which is represented by depository shares. One of its wholly owned subsidiaries, K. Hovnanian Enterprises, Inc. (the “Subsidiary Issuer”), acts as a finance entity that, as ofJulyof July 31, 2015,2016, had issued and outstanding approximately $992.0 million of senior secured notes ($981.0982.5 million, net of discount), $841.1$521.0 million senior notes, ($841.1 million, net of discount) and $12.8$8.1 million senior amortizing notes and $72.8$76.7 million senior exchangeable notes (issued as components of our 6.0% Exchangeable Note Units). The senior secured notes, senior notes, senior amortizing notes and senior exchangeable notes are fully and unconditionally guaranteed by the Parent.

  

In addition to the Parent, each of the wholly owned subsidiaries of the Parent other than the Subsidiary Issuer (collectively, “Guarantor Subsidiaries”), with the exception of our home mortgage subsidiaries, certain of our title insurance subsidiaries, joint ventures, subsidiaries holding interests in our joint ventures and our foreign subsidiary (collectively, the “Nonguarantor Subsidiaries”), have guaranteed fully and unconditionally, on a joint and several basis, the obligations of the Subsidiary Issuer to pay principal and interest under the senior secured notes (other than the 2021 Notes), senior notes, senior exchangeable notes and senior amortizing notes. The Guarantor Subsidiaries are directly or indirectly 100% owned subsidiaries of the Parent. The 2021 Notes are guaranteed by the Guarantor Subsidiaries and the members of the Secured Group (see Note 11).

 

The senior unsecured notes (except for the 2019January 2017 Notes, and the 8% Senior Notes due 2019), senior amortizing notes and senior exchangeable notes have been registered under the Securities Act of 1933, as amended.amended (the “Act”). The 20197.0% Notes, the 8%8.0% Senior Notes due 2019, the 2020 Secured Notes and the 2021 Notes (see Note 11) are not, pursuant to the indentures under which such notes were issued, required to be registered.registered under the Act. The Condensed Consolidating Financial Statements presented below are in respect of our registered notes only and not the 20197.0% Notes, the 8%8.0% Senior Notes due 2019, the 2020 Secured Notes or the 2021 Notes (however, the Guarantor Subsidiaries for the 20197.0% Notes, the 8%8.0% Senior Notes due 2019 and the 2020 Secured Notes are the same as those represented by the accompanying Condensed Consolidating Financial Statements). In lieu of providing separate financial statements for the Guarantor Subsidiaries of our registered notes, we have included the accompanying Condensed Consolidating Financial Statements. Therefore, separate financial statements and other disclosures concerning such Guarantor Subsidiaries are not presented.

 

The following Condensed Consolidating Financial Statements present the results of operations, financial position and cash flows of (i) the Parent, (ii) the Subsidiary Issuer, (iii) the Guarantor Subsidiaries, (iv) the Nonguarantor Subsidiaries and (v) the eliminations to arrive at the information for Hovnanian Enterprises, Inc. on a consolidated basis.

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING BALANCE SHEET

JULY 31, 2016

(In Thousands)

  

Parent

  

Subsidiary Issuer

  

Guarantor Subsidiaries

  

Nonguarantor Subsidiaries

  

Eliminations

  

Consolidated

 

ASSETS:

                  

Homebuilding

 $-  $152,404  $1,356,452  $420,742  $-  $1,929,598 

Financial services

       13,023  152,862     165,885 

Income taxes receivable

 138,604  (66,948

)

 221,680  22     293,358 

Intercompany receivable

    1,371,437     78,344  (1,449,781

)

  - 

Investments in and amounts due from consolidated subsidiaries

       419,419     (419,419

)

  - 

Total assets

 $138,604  $1,456,893  $2,010,574  $651,970  $(1,869,200

)

 $2,388,841 
                   

LIABILITIES AND EQUITY:

                  

Homebuilding

 $3,166  $113  $622,053  $102,679  $-  $728,011 

Financial services

       13,085  128,954     142,039 

Notes payable

    1,664,756  5,063  915     1,670,734 

Intercompany payable

 172,741     1,277,040     (1,449,781

)

  - 

Amounts due to consolidated subsidiaries

 114,640  25,966        (140,606

)

 - 

Stockholders’ (deficit) equity

 (151,943

)

 (233,942

)

 93,333  419,422  (278,813

)

 (151,943

)

Total liabilities and equity

 $138,604  $1,456,893  $2,010,574  $651,970  $(1,869,200

)

 $2,388,841 

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING BALANCE SHEET

OCTOBER 31, 2015

(In Thousands)

  

Parent

  

Subsidiary Issuer

  

Guarantor Subsidiaries

  

Nonguarantor Subsidiaries

  

Eliminations

  

Consolidated

 

ASSETS:

                  

Homebuilding

 $-  $230,358  $1,553,811  $367,869  $-  $2,152,038 

Financial services

       15,680  144,301     159,981 

Income taxes receivable

 128,176  (89,212

)

 251,293  22     290,279 

Intercompany receivable

    1,575,712     58,280  (1,633,992

)

 - 

Investments in and amounts due from consolidated subsidiaries

    1,013  383,032     (384,045

)

 - 

Total assets

 $128,176  $1,717,871  $2,203,816  $570,472  $(2,018,037

)

 $2,602,298 
                   

LIABILITIES AND EQUITY:

                  

Homebuilding

 $3,076  $87  $588,854  $65,947  $-  $657,964 

Financial services

       15,677  121,106     136,783 

Notes payable

    1,933,119  2,132  384     1,935,635 

Intercompany payable

 180,681     1,453,311     (1,633,992

)

 - 

Amounts due to consolidated subsidiaries

 72,503           (72,503

)

 - 

Stockholders’ (deficit) equity

 (128,084

)

 (215,335

)

 143,842  383,035  (311,542

)

 (128,084

)

Total liabilities and equity

 $128,176  $1,717,871  $2,203,816  $570,472  $(2,018,037

)

 $2,602,298 

 

 

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING BALANCE SHEETSTATEMENTS OF OPERATIONS

THREE MONTHS ENDED JULY 31, 20152016

(In Thousands)

  

Parent

  

Subsidiary

Issuer

  

Guarantor Subsidiaries

  

Nonguarantor Subsidiaries

  

Eliminations

  

Consolidated

 

ASSETS:

                        

Homebuilding

  $-   $192,365   $1,545,467   $371,632   $-   $2,109,464 

Financial services

          12,189   123,901       136,090 

Income taxes receivable

  255,664       48,126           303,790 

Intercompany receivable

      1,505,551       48,335   (1,553,886

)

  - 

Investments in and amounts duefrom consolidated subsidiaries

          380,721       (380,721

)

  - 

Total assets

  $255,664   $1,697,916   $1,986,503   $543,868   (1,934,607

)

  $2,549,344 
                         

LIABILITIES AND EQUITY:

                        

Homebuilding

  $3,076   $76   $584,370   $61,487   $-   $649,009 

Financial services

          12,247   101,303       113,550 

Notes payable

      1,936,130   1,805   357       1,938,292 

Intercompany payable

  303,173       1,250,713       (1,553,886

)

  - 

Amounts due to consolidatedsubsidiaries

  100,922   52,121           (153,043

)

  - 

Stockholders’ (deficit) equity

  (151,507

)

  (290,411

)

  137,368   380,721   (227,678

)

  (151,507

)

Total liabilities and equity

  $255,664   $1,697,916   $1,986,503   $543,868   (1,934,607

)

  $2,549,344 

 

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING BALANCE SHEET

OCTOBER 31, 2014

(In Thousands)

  

Parent

  

Subsidiary

Issuer

  

Guarantor Subsidiaries

  

Nonguarantor Subsidiaries

  

Eliminations

  

Consolidated

 

ASSETS:

                        

Homebuilding

  $-   $195,177   $1,336,716   $353,151   $-   $1,885,044 

Financial services

          11,407   108,936       120,343 

Income taxes receivable

  244,391       40,152           284,543 

Intercompany receivable

      1,275,453       36,161   (1,311,614

)

  - 

Investments in and amounts due from consolidated subsidiaries

          338,044       (338,044

)

  - 

Total assets

  $244,391   $1,470,630   $1,726,319   $498,248   $(1,649,658

)

  $2,289,930 
                         

LIABILITIES AND EQUITY:

                        

Homebuilding

  $2,842   $160   $544,088   $71,663   $-   $618,753 

Financial services

          11,210   87,987       99,197 

Notes payable

      1,685,892   3,336   551       1,689,779 

Intercompany payable

  308,700       1,002,914       (1,311,614

)

  - 

Amounts due to consolidatedsubsidiaries

  50,648   11,902           (62,550

)

  - 

Stockholders’ (deficit) equity

  (117,799

)

  (227,324

)

  164,771   338,047   (275,494

)

  (117,799

)

Total liabilities and equity

  $244,391   $1,470,630   $1,726,319   $498,248   $(1,649,658

)

  $2,289,930 
  

Parent

  

Subsidiary Issuer

  

Guarantor Subsidiaries

  

Nonguarantor Subsidiaries

  

Eliminations

  

Consolidated

 

Revenues:

                  

Homebuilding

 $-  $-  $595,124  $105,241  $-  $700,365 

Financial services

       2,645  13,840     16,485 

Intercompany charges

    26,433        (26,433

)

 - 

Total revenues

 -  26,433  597,769  119,081  (26,433

)

 716,850 
                   

Expenses:

                  

Homebuilding

 1,277  32,225  565,447  105,491     704,440 

Financial services

 16     1,761  7,139     8,916 

Intercompany charges

       27,239  (806

)

 (26,433

)

 - 

Total expenses

 1,293  32,225  594,447  111,824  (26,433

)

 713,356 

Income (loss) from unconsolidated joint ventures

       17  (2,418

)

    (2,401

)

(Loss) income before income taxes

 (1,293

)

 (5,792

)

 3,339  4,839  -  1,093 

State and federal income tax (benefit) provision

 (484

)

 (6,936

)

 8,987        1,567 

Equity in income (loss) of consolidated subsidiaries

 335  93  4,839     (5,267

)

 - 

Net (loss) income

 $(474

)

 $1,237  $(809

)

 $4,839  $(5,267

)

 $(474

)

 

  

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

THREE MONTHS ENDED JULY 31, 2015

(In Thousands)

  

Parent

  

Subsidiary

Issuer

  

Guarantor Subsidiaries

  

Nonguarantor Subsidiaries

  

Eliminations

  

Consolidated

 

Revenues:

                        

Homebuilding

  $-   $-   $446,581   $79,672   $-   $526,253 

Financial services

          2,146   12,214       14,360 

Intercompany charges

      31,246       64   (31,310

)

  - 

Total revenues

  -   31,246   448,727   91,950   (31,310

)

  540,613 
                         

Expenses:

                        

Homebuilding

  2,416   38,284   431,816   69,406       541,922 

Financial services

  16   -   1,618   6,610       8,244 

Intercompany charges

          31,310       (31,310

)

  - 

Total expenses

  2,432   38,284   464,744   76,016   (31,310

)

  550,166 

Income (loss) from unconsolidated joint ventures

          12   (460

)

      (448

)

(Loss) income before income taxes

  (2,432

)

  (7,038

)

  (16,005

)

  15,474   -   (10,001

)

State and federal income tax provision (benefit)

  224       (2,541

)

          (2,317

)

Equity in (loss) income of consolidated subsidiaries

  (5,028

)

  (13,855

)

  15,474       3,409   - 

Net (loss) income

  $(7,684

)

  $(20,893

)

  $2,010   $15,474   $3,409   $(7,684

)

 

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

THREE MONTHS ENDED JULY 31, 2014

(In Thousands)

 

Parent

  

Subsidiary

Issuer

  

Guarantor Subsidiaries

  

Nonguarantor Subsidiaries

  

Eliminations

  

Consolidated

  

Parent

  

Subsidiary Issuer

  

Guarantor Subsidiaries

  

Nonguarantor Subsidiaries

  

Eliminations

  

Consolidated

 

Revenues:

                                          

Homebuilding

  $-   $(52

)

  $436,085   $103,870   $-   $539,903  $-  $-  $446,581  $79,672  $-  $526,253 

Financial services

          2,396   8,710       11,106        2,146  12,214     14,360 

Intercompany charges

      26,411   (28,110

)

  (42

)

  1,741   -     31,246     64  (31,310

)

 - 

Total revenues

  -   26,359   410,371   112,538   1,741   551,009  -  31,246  448,727  91,950  (31,310

)

 540,613 
                                          

Expenses:

                                          

Homebuilding

  3,098   32,751   406,479   86,894   (586

)

  528,636  2,416  38,284  431,816  69,406     541,922 

Financial services

  6       1,699   5,507       7,212  16     1,618  6,610     8,244 

Intercompany charges

       31,310     (31,310

)

 - 

Total expenses

  3,104   32,751   408,178   92,401   (586

)

  535,848  2,432  38,284  464,744  76,016  (31,310

)

 550,166 

Income from unconsolidated joint ventures

          10   201       211 

Income (loss) from unconsolidated joint ventures

       12  (460

)

    (448

)

(Loss) income before income taxes

  (3,104

)

  (6,392

)

  2,203   20,338   2,327   15,372  (2,432

)

 (7,038

)

 (16,005

)

 15,474  -  (10,001

)

State and federal income tax (benefit) provision

  (4,213

)

      2,480           (1,733

)

Equity in income (loss) of consolidated subsidiaries

  15,996   (12,584

)

  20,338       (23,750

)

  - 

Net income (loss)

  $17,105   $(18,976

)

  $20,061   $20,338   $(21,423

)

  $17,105 

State and federal income tax provision (benefit)

 224     (2,541

)

       (2,317

)

Equity in (loss) income of consolidated subsidiaries

 (5,028

)

 (13,855

)

 15,474     3,409  - 

Net (loss) income

 $(7,684

)

 $(20,893

)

 $2,010  $15,474  $3,409  $(7,684

)

  

 

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

NINE MONTHS ENDED JULY 31, 20152016

(In Thousands)

  

Parent

  

Subsidiary

Issuer

  

Guarantor Subsidiaries

  

Nonguarantor Subsidiaries

  

Eliminations

  

Consolidated

 

Revenues:

                        

Homebuilding

  $-   $-   $1,202,668   $214,669   $-   $1,417,337 

Financial services

          5,914   32,025       37,939 

Intercompany charges

      91,631           (91,631

)

  - 

Total revenues

  -   91,631   1,208,582   246,694   (91,631

)

  1,455,276 
                         

Expenses:

                        

Homebuilding

  9,209   114,499   1,181,860   188,271       1,493,839 

Financial services

  104       4,747   18,218       23,069 

Intercompany charges

          91,631       (91,631

)

  - 

Total expenses

  9,313   114,499   1,278,238   206,489   (91,631

)

  1,516,908 

(Loss) income from unconsolidated joint ventures

          (2

)

  2,472       2,470 

(Loss) income before income taxes

  (9,313

)

  (22,868

)

  (69,658

)

  42,677   -   (59,162

)

State and federal income tax (benefit) provision

  (17,968

)

      425           (17,543

)

Equity in (loss) income of consolidated subsidiaries

  (50,274

)

  (40,219

)

  42,677       47,816   - 

Net (loss) income

  $(41,619

)

  $(63,087

)

  $(27,406

)

  $42,677   $47,816   $(41,619

)

  

Parent

  

Subsidiary Issuer

  

Guarantor Subsidiaries

  

Nonguarantor Subsidiaries

  

Eliminations

  

Consolidated

 

Revenues:

                  

Homebuilding

 $-  $-  $1,593,452  $302,012  $-  $1,895,464 

Financial services

       7,566  44,148     51,714 

Intercompany charges

    87,540        (87,540

)

 - 

Total revenues

 -  87,540  1,601,018  346,160  (87,540

)

 1,947,178 
                   

Expenses:

                  

Homebuilding

 2,874  101,432  1,557,620  282,981     1,944,907 

Financial services

 16     5,208  21,525     26,749 

Intercompany charges

       87,540     (87,540

)

 - 

Total expenses

 2,890  101,432  1,650,368  304,506  (87,540

)

 1,971,656 

Income (loss) from unconsolidated joint ventures

       40  (5,267

)

    (5,227

)

(Loss) income before income taxes

 (2,890

)

 (13,892

)

 (49,310

)

 36,387  -  (29,705

)

State and federal income tax (benefit) provision

 (19,919

)

 (22,264

)

 37,586        (4,597

)

Equity in (loss) income of consolidated subsidiaries

 (42,137

)

 (26,979

)

 36,387     32,729  - 

Net (loss) income

 $(25,108

)

 $(18,607

)

 $(50,509

)

 $36,387  $32,729  $(25,108

)

 

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

NINE MONTHS ENDED JULY 31, 2014

(In Thousands)

  

Parent

  

Subsidiary

Issuer

  

Guarantor Subsidiaries

  

Nonguarantor Subsidiaries

  

Eliminations

  

Consolidated

 

Revenues:

                        

Homebuilding

  $-   $(129

)

  $1,085,275   $251,228   $-   $1,336,374 

Financial services

          6,467   22,145       28,612 

Intercompany charges

      72,966   (76,391

)

  (42

)

  3,467   - 

Total revenues

  -   72,837   1,015,351   273,331   3,467   1,364,986 
                         

Expenses:

                        

Homebuilding

  9,023   96,769   1,045,419   215,032   (3,338

)

  1,362,905 

Financial services

  15       4,918   15,658       20,591 

Total expenses

  9,038   96,769   1,050,337   230,690   (3,338

)

  1,383,496 

Loss on extinguishment of debt

      (1,155

)

              (1,155

)

Income from unconsolidated joint ventures

          70   3,779       3,849 

(Loss) income before income taxes

  (9,038

)

  (25,087

)

  (34,916

)

  46,420   6,805   (15,816

)

State and federal income tax (benefit) provision

  (10,041

)

      9,545           (496

)

Equity in (loss) income of consolidated subsidiaries

  (16,323

)

  (36,608

)

  46,420       6,511   - 

Net (loss) income

  $(15,320

)

  $(61,695

)

  $1,959   $46,420   $13,316   $(15,320

)

 HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED JULY 31, 2015

(In Thousands)

 

  

Parent

  

Subsidiary

Issuer

  

Guarantor Subsidiaries

  

Nonguarantor Subsidiaries

  

Eliminations

  

Consolidated

 

Cash flows from operating activities:

                        

Net (loss) income

  $(41,619

)

  $(63,087

)

  $(27,406

)

  $42,677   $47,816   $(41,619

)

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities

  (3,128

)

  12,191   (154,619

)

  (97,689

)

  (47,816

)

  (291,061

)

Net cash used in operating activities

  (44,747

)

  (50,896

)

  (182,025

)

  (55,012

)

  -   (332,680

)

Cash flows from investing activities:

                        

Proceeds from sale of property and assets

          1,112   31       1,143 

Purchase of property, equipment and other fixed assets and acquisitions

          (1,653

)

          (1,653

)

Decrease in restricted cash related to mortgage company

              1,466       1,466 

Investments in and advances to unconsolidated joint ventures

      81   184   (17,266

)

      (17,001

)

Distributions of capital from unconsolidated joint ventures

      315   646   9,760       10,721 

Intercompany investing activities

      (189,879

)

          189,879   - 

Net cash (used in) provided by investing activities

  -   (189,483

)

  289   (6,009

)

  189,879   (5,324

)

Cash flows from financing activities:

                        

Net proceeds from mortgages and notes

          18,682   12,103       30,785 

Net proceeds from model sale leaseback financing programs

          17,918   1,846       19,764 

Net payments related to land bank financing programs

          (10,065

)

  (311

)

      (10,376)

Proceeds from senior notes

      250,000               250,000 

Net proceeds related to mortgage warehouse lines of credit

       

 

      11,635       11,635

 

Deferred financing costs from land bank financing programs and note issuances

      (4,689  (1,781  (1,057      (7,527

Principal payments and debt repurchases

      (4,238

)

   

 

   

 

      (4,238

)

Intercompany financing activities

  44,747       157,306   (12,174

)

  (189,879

)

  - 

Net cash provided by (used in) financing activities

  44,747   241,073   182,060   12,042   (189,879

)

  290,043 

Net increase (decrease) in cash and cash equivalents

  -   694   324   (48,979

)

  -   (47,961

)

Cash and cash equivalents balance, beginning of period

      159,508   (4,726

)

  107,116       261,898 

Cash and cash equivalents balance, end of period

  $-   $160,202   $(4,402

)

  $58,137   $-   $213,937 
  

Parent

  

Subsidiary Issuer

  

Guarantor Subsidiaries

  

Nonguarantor Subsidiaries

  

Eliminations

  

Consolidated

 

Revenues:

                  

Homebuilding

 $-  $-  $1,202,668  $214,669  $-  $1,417,337 

Financial services

       5,914  32,025     37,939 

Intercompany charges

    91,631        (91,631

)

 - 

Total revenues

 -  91,631  1,208,582  246,694  (91,631

)

 1,455,276 
                   

Expenses:

                  

Homebuilding

 9,209  114,499  1,181,860  188,271     1,493,839 

Financial services

 104     4,747  18,218     23,069 

Intercompany charges

       91,631     (91,631

)

 - 

Total expenses

 9,313  114,499  1,278,238  206,489  (91,631

)

 1,516,908 

(Loss) income from unconsolidated joint ventures

       (2

)

 2,472     2,470 

(Loss) income before income taxes

 (9,313

)

 (22,868

)

 (69,658

)

 42,677  -  (59,162

)

State and federal income tax (benefit) provision

 (17,968

)

    425        (17,543

)

Equity in (loss) income of consolidated subsidiaries

 (50,274

)

 (40,219

)

 42,677     47,816  - 

Net (loss) income

 $(41,619

)

 $(63,087

)

 $(27,406

)

 $42,677  $47,816  $(41,619

)

 

 

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED JULY 31, 20142016

(In Thousands)

  

Parent

  

Subsidiary

Issuer

  

Guarantor Subsidiaries

  

Nonguarantor Subsidiaries

  

Eliminations

  

Consolidated

 

Cash flows from operating activities:

                        

Net (loss) income

  $(15,320

)

  $(61,695

)

  $1,959   $46,420   $13,316   $(15,320

)

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities

  2,080   6,913   (251,746

)

  11,846   (13,316

)

  (244,223

)

Net cash (used in) provided byoperating activities

  (13,240

)

  (54,782

)

  (249,787

)

  58,266   -   (259,543

)

Net cash (used in) investing activities

          (1,009

)

  (8,306

)

      (9,315

)

Net cash provided by (used in) financing activities

      118,599   45,442   (40,666

)

      123,375 

Intercompany investing and financing activities – net

  13,240   (207,001

)

  206,190   (12,429

)

      - 

Net (decrease) increase in cash

  -   (143,184

)

  836   (3,135

)

  -   (145,483

)

Cash and cash equivalents balance,beginning of period

      243,470   (6,479

)

  92,213       329,204 

Cash and cash equivalents balance, end of period

  $-   $100,286   $(5,643

)

  $89,078   $-   $183,721 

  

Parent

  

Subsidiary Issuer

  

Guarantor Subsidiaries

  

Nonguarantor Subsidiaries

  

Eliminations

  

Consolidated

 

Cash flows from operating activities:

                  

Net (loss) income

 $(25,108

)

 $(18,607

)

 $(50,509

)

 $36,387  $32,729  $(25,108

)

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities

 (9,089

)

 (25,300

)

 289,872  (3,090

)

 (32,729

)

 219,664 

Net cash (used in) provided by operating activities

 (34,197

)

 (43,907

)

 239,363  33,297  -  194,556 

Cash flows from investing activities:

                  

Proceeds from sale of property and assets

       622  21     643 

Purchase of property, equipment & other fixed assets and acquisitions

       (5,064

)

 (30

)

    (5,094

)

Decrease in restricted cash related to mortgage company

          88     88 

Decrease in restricted cash related to letters of credit

    873           873 

Investments in and advances to unconsolidated joint ventures

    (110

)

 (1,395

)

 (37,584

)

    (39,089

)

Distributions of capital from unconsolidated joint ventures

    (186

)

 1,087  5,502     6,403 

Intercompany investing activities

    231,254        (231,254

)

 - 

Net cash provided by (used in) investing activities

 -  231,831  (4,750

)

 (32,003

)

 (231,254

)

 (36,176

)

Cash flows from financing activities:

                  

Net payments related to mortgages and notes

       (53,780

)

 677     (53,103

)

Net proceeds from model sale leaseback financing programs

       (977

)

 357     (620

)

Net borrowings from land bank financing programs

       69,388  22,331     91,719 

Net proceeds from revolving credit facility

    5,000           5,000 

Payments for senior notes and senior amortizing notes

    (263,994

)

          (263,994

)

Net proceeds related to mortgage warehouse lines of credit

          6,781     6,781 

Deferred financing costs from land bank financing programs and note issuances

    (2,139

)

 (4,180

)

 (1,547

)

    (7,866

)

Intercompany financing activities

 34,197     (245,387

)

 (20,064

)

 231,254  - 

Net cash provided by (used in) financing activities

 34,197  (261,133

)

 (234,936

)

 8,535  231,254  (222,083

)

Net (decrease) increase in cash

 -  (73,209

)

 (323

)

 9,829  -  (63,703

)

Cash and cash equivalents balance, beginning of period

    199,318  (4,800

)

 59,227     253,745 

Cash and cash equivalents balance, end of period

 $-  $126,109  $(5,123

)

 $69,056  $-  $190,042 

 

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED JULY 31, 2015

(In Thousands)

  

Parent

  

Subsidiary Issuer

  

Guarantor Subsidiaries

  

Nonguarantor Subsidiaries

  

Eliminations

  

Consolidated

 

Cash flows from operating activities:

                  

Net (loss) income

 $(41,619

)

 $(63,087

)

 $(27,406

)

 $42,677  $47,816  $(41,619

)

Adjustments to reconcile net (loss) income to net cash used in operating activities

 (3,128

)

 12,191  (154,619

)

 (97,689

)

 (47,816

)

 (291,061

)

Net cash used in operating activities

 (44,747

)

 (50,896

)

 (182,025

)

 (55,012

)

 -  (332,680

)

Cash flows from investing activities:

                  

Proceeds from sale of property and assets

       1,112  31     1,143 

Purchase of property, equipment & other fixed assets and acquisitions

       (1,653

)

       (1,653

)

Decrease in restricted cash related to mortgage company

          1,466     1,466 

Investments in and advances to unconsolidated joint ventures

    81  184  (17,266

)

    (17,001

)

Distributions of capital from unconsolidated joint ventures

    315  646  9,760     10,721 

Intercompany investing activities

    (189,879

)

       189,879  - 

Net cash (used in) provided by investing activities

 -  (189,483

)

 289  (6,009

)

 189,879  (5,324

)

Cash flows from financing activities:

                  

Net proceeds from mortgages and notes

       18,682  12,103     30,785 

Net proceeds from model sale leaseback financing programs

       17,918  1,846     19,764 

Net payments related to land bank financing programs

       (10,065

)

 (311

)

    (10,376

)

Proceeds from senior notes

    250,000           250,000 

Net proceeds related to mortgage warehouse lines of credit

          11,635     11,635 

Deferred financing costs from land bank financing programs and note issuances

    (4,689

)

 (1,781

)

 (1,057

)

    (7,527

)

                   

Principal payments and debt repurchases

    (4,238

)

          (4,238

)

Intercompany financing activities

 44,747     157,306  (12,174

)

 (189,879

)

 - 

Net cash provided by (used in) financing activities

 44,747  241,073  182,060  12,042  (189,879

)

 290,043 

Net (decrease) increase in cash and cash equivalents

 -  694  324  (48,979

)

 -  (47,961

)

Cash and cash equivalents balance, beginning of period

    159,508  (4,726

)

 107,116     261,898 

Cash and cash equivalents balance, end of period

 $-  $160,202  $(4,402

)

 $58,137  $-  $213,937 

22.

Transactions with Related Parties

 

During the three months ended July 31, 20152016 and 2014,2015, an engineering firm owned by Tavit Najarian, a relative of our Chairman of the Board of Directors and Chief Executive Officer, provided services to the Company totaling $0.2 million and $0.3 million, respectively.for both periods. During the nine months ended July 31, 20152016 and 2014,2015, the services provided by such engineering firm to the Company totaled $0.8 million and $0.7 million, for both periods.respectively. Neither the Company nor the Chairman of the Board of Directors and Chief Executive Officer has a financial interest in the relative’s company from whom the services were provided.

23.

Subsequent Events

On September 8, 2016, the Company and K. Hovnanian completed the Financings with the Investor (see Note 11) pursuant to which K. Hovnanian (i) borrowed the $75.0 million Term Loan Facility under the Term Loan Credit Agreement (defined below), (ii) issued $75.0 million of New Second Lien Notes and (iii) exchanged $75.0 million aggregate principal amount of its Existing Second Lien Notes for $75.0 million aggregate principal amount of newly issued Exchange Notes for aggregate cash proceeds of approximately $146.3 million, before expenses. In addition, on September 8, 2016, K. Hovnanian used a portion of the proceeds (approximately $126.1 million) of the Term Loan Facility and the New Second Lien Notes to fund the redemption of all of its January 2017 Notes and the satisfaction and discharge of the January 2017 Notes Indenture. As a condition to the closing of the Financings, K. Hovnanian was required to deposit the proceeds from the Financings in excess of the aggregate amount of funds needed for the redemption of the January 2017 Notes and the satisfaction and discharge of the January 2017 Notes Indenture into a segregated account under which K. Hovnanian and the Company may only use the funds deposited therein to repurchase or otherwise retire, discharge or defease K. Hovnanian’s debt securities with maturities in 2017 or, as agreed between the Investor and K. Hovnanian, its other indebtedness.

The Term Loan Facility has a maturity of August 1, 2019 (provided that if any of K. Hovnanian’s 7.0% Notes remain outstanding on October 15, 2018, the maturity date of the Term Loan Facility will be October 15, 2018, or if any refinancing indebtedness with respect to the 7.0% Notes has a maturity date prior to January 15, 2021, the maturity date of the Term Loan Facility will be October 15, 2018) and bears interest at a rate equal to LIBOR plus an applicable margin of 7.0% or, at K. Hovnanian’s option, a base rate plus an applicable margin of 6.0%, payable monthly. The New Second Lien Notes have a maturity of October 15, 2018, and bear interest at a rate of 10.0% per annum, payable semi-annually on February 15 and August 15 of each year, commencing February 15, 2017, to holders of record at the close of business on February 1 and August 1, as the case may be, immediately preceding such interest payment dates. The Exchange Notes have a maturity of November 15, 2020, and bear interest at a rate of 9.50% per annum, payable semi-annually on February 15 and August 15 of each year, commencing February 15, 2017, to holders of record at the close of business on February 1 and August 1, as the case may be, immediately preceding such interest payment dates.

 

All of K. Hovnanian’s obligations under the Term Loan Facility and the New Second Lien Notes are guaranteed by the Notes Guarantors. The Term Loan Facility and the guarantees thereof are secured on a first lien super priority basis relative to K. Hovnanian’s First Lien Notes, the Existing Second Lien Notes and the New Second Lien Notes, and the New Second Lien Notes and the guarantees thereof are secured on a pari passu second lien basis with K. Hovnanian’s Existing Second Lien Notes, by substantially all of the assets owned by K. Hovnanian and the Notes Guarantors, in each case subject to permitted liens and certain exceptions. The Exchange Notes are guaranteed by the Notes Guarantors and the members of the Secured Group. The Exchange Notes are secured on a pari passu first lien basis with K. Hovnanian’s 2021 Notes, by substantially all of the assets of the members of the Secured Group, subject to permitted liens and certain exceptions.

In connection with borrowing the Term Loan Facility and the issuance of the New Second Lien Notes and the Exchange Notes, K. Hovnanian and the applicable guarantors entered into security and pledge agreements pursuant to which K. Hovnanian, the Company and the applicable guarantors pledged substantially all of their assets to secure their obligations under the Term Loan Facility, the New Second Lien Notes and the Exchange Notes, subject to permitted liens and certain exceptions as set forth in such agreements. K. Hovnanian, the Company and the applicable guarantors also entered into applicable intercreditor and collateral agency agreements which set forth agreements with respect to the relative priority of their various secured obligations.

 The Term Loan Facility was incurred pursuant to a Credit Agreement dated July 29, 2016 (the “Term Loan Credit Agreement”) entered into among K. Hovnanian, the Notes Guarantors, Wilmington Trust, National Association, as administrative agent (the “Administrative Agent”) and the Investor. The Term Loan Credit Agreement contains representations and warranties and affirmative and restrictive covenants that limit among other things, and in each case subject to certain exceptions, the ability of the Company and certain of its subsidiaries, including K. Hovnanian, to incur additional indebtedness (including a requirement that any new or refinancing indebtedness is scheduled to mature no earlier than January 15, 2021), pay dividends and make distributions on common and preferred stock, repurchase subordinated indebtedness and common and preferred stock, make other restricted payments, including investments, sell certain assets (including in certain land banking transactions), incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates. The Term Loan Credit Agreement also contains customary events of default which would permit the Administrative Agent to exercise remedies with respect to the collateral and declare loans made under the Term Loan Facility (the “Term Loans”) to be immediately due and payable if not cured within applicable grace periods, including the failure to make timely payments on the Term Loans or other material indebtedness, the failure to satisfy covenants, the material inaccuracy of representations or warranties, cross default to other material indebtedness, a change of control, the failure of the documents granting security for the Term Loans to be in full force and effect, the failure of the liens on any material portion of the collateral securing the Term Loans to be valid and perfected and specified events of bankruptcy and insolvency.

The Indenture governing the New Second Lien Notes (the “New Second Lien Notes Indenture”), which was entered into on September 8, 2016 among K. Hovnanian, the Notes Guarantors and Wilmington Trust, National Association, as trustee and collateral agent, contains restrictive covenants that limit among other things, and in each case subject to certain exceptions, the ability of the Company and certain of its subsidiaries, including K. Hovnanian, to incur additional indebtedness (including a requirement that any new or refinancing indebtedness is scheduled to mature no earlier than January 15, 2021), pay dividends and make distributions on common and preferred stock, repurchase subordinated indebtedness and common and preferred stock, make other restricted payments, including investments, sell certain assets (including in certain land banking transactions), incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates. The New Second Lien Notes Indenture also contains customary events of default which would permit the holders of the New Second Lien Notes to declare those New Second Lien Notes to be immediately due and payable if not cured within applicable grace periods, including the failure to make timely payments on the New Second Lien Notes or other material indebtedness, the failure to satisfy covenants, the failure of the documents granting security for the New Second Lien Notes to be in full force and effect, the failure of the liens on any material portion of the collateral securing the New Second Lien Notes to be valid and perfected and specified events of bankruptcy and insolvency.

The Indenture governing the Exchange Notes (the “Exchange Notes Indenture”), which was entered into on September 8, 2016 among K. Hovnanian, the Notes Guarantors, the members of the Secured Group and Wilmington Trust, National Association, as trustee and collateral agent contains restrictive covenants that limit among other things, the ability of the Company and certain of its subsidiaries, including K. Hovnanian, to incur additional indebtedness (including a requirement that any new or refinancing indebtedness is scheduled to mature no earlier than January 15, 2021, to the extent no member of the Secured Group is an obligor thereon, or February 15, 2021, if otherwise), pay dividends and make distributions on common and preferred stock, repurchase common and preferred stock, make other restricted payments, including investments, sell certain assets, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates. The Exchange Notes Indenture also contains customary events of default which would permit the holders of the Exchange Notes to declare those Exchange Notes to be immediately due and payable if not cured within applicable grace periods, including the failure to make timely payments on the Exchange Notes or other material indebtedness, the failure to satisfy covenants, the failure of the documents granting security for the Exchange Notes to be in full force and effect, the failure of the liens on any material portion of the collateral securing the Exchange Notes to be valid and perfected and specified events of bankruptcy and insolvency.

On September 8, 2016, K. Hovnanian called for redemption on October 8, 2016, all outstanding January 2017 Notes for an aggregate redemption price of approximately $126.1 million, including accrued and unpaid interest, and deposited with the trustee for the January 2017 Notes sufficient funds for such redemption and to satisfy and discharge its obligations under the January 2017 Notes Indenture. The January 2017 Notes redemption and the satisfaction and discharge of the 2017 Notes Indenture was funded with portion of the proceeds from the Term Loan Facility and New Second Lien Notes. Upon satisfaction and discharge of the January 2017 Notes Indenture, the restrictive covenants and events of default contained therein ceased to have effect.

 

ITEM 2.2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

OVERVIEW

 

During the first nine months of fiscal 2016, we continued to experience some positive operating trends compared to the same period of the prior year. For the three and nine months ended July 31, 2015, we experienced mixed operating results2016, sale of homes revenues increased 21.7% and 28.9%, respectively, as compared to the same period of the prior year. These increases in revenues were primarily due to increases in the volume of deliveries, along with increases in average price per home, which was a result of changes in geographic and community mix of our deliveries. Net contracts decreased 4.3% for the three months ended July 31, 2016, primarily due to the decrease in community count, but increased 3.5% for the nine months ended July 31, 2016 compared to the same periods of the prior year. Sale of homes revenue decreased 2.2%Net contracts per active selling community increased from 7.4 for the three months ended July 31, 2015 but increased 6.3% for the nine months ended July 31, 2015, as compared to the same periods of the prior year.The increase for the nine months ended July 31, 2015 compared to the same period of the prior year was primarily due to a higher average price per home, which was a result of geographic and community mix of our deliveries, as opposed to home price increases (which we increase or decrease in communities depending on the respective community’s performance). The decrease in revenues8.4 for the three months ended July 31, 2015 compared to the same period prior year was due to a 3.8% decrease in the number of homes delivered, partially offset by a 1.7% increase in average price per home (as a result of geographic and community mix), when compared to the three months ended July 31, 2014.2016. Net contracts per average active selling community increased to 7.4 for the three months ended July 31, 2015 compared to 6.9 in the same period in the prior year, and increased to 22.923.9 for the nine months ended July 31, 20152016 compared to 21.922.9 in the same period in the prior year. Gross margin percentage, before cost of sales interest expense and land charges, decreased from 21.3% for the three months ended July 31, 2014 to 17.8% for the three months ended July 31, 2015, and from 20.2% for the nine months ended July 31, 2014 to 17.4% for the nine months ended July 31, 2015.In the first and second quarters of fiscal 2015, we significantly discounted some of our started unsold homes (commonly referred to as “specs”) to sell them. In addition, we have been experiencing pricing pressure since midway through fiscal 2014, leading us to increase incentives and concessions on to be built homes, although to a lesser extent than specs. Combined, this resulted in a decrease in gross margin percentage for the three and nine months ended July 31, 2015 as compared to the same periods of the prior year. Selling, general and administrative costs (including corporate general and administrative expenses) as a percentage of total revenue remained relatively flat atrevenues decreased from 12.6% for the three months ended July 31, 2015, compared to 12.2%9.3% for the three months ended July 31, 2014,2016, and decreased from 13.8% for the nine months ended July 31, 2015, compared to 13.9%10.2% for the nine months ended July 31, 2014. Active selling communities increased from 196 at July 31, 2014 to 206 at July 31, 2015. Net contracts increased 13.0% and 9.2%, respectively, for the three and nine months ended July 31, 2015 as compared to the same periods of the prior year. 

When comparing sequentially from the second quarter of fiscal 2015 to the third quarter of fiscal 2015,2016. These positive operating improvements were partially offset by a decrease in our gross margin percentage, before cost of sales interest expense and land charges, increased from 16.1%17.8% and 17.4%, respectively, for the three and nine months ended July 31, 2015 to 17.8%. The improvement16.9% and 16.5%, respectively, for the three and nine months ended July 31, 2016. This decrease was a result of deliveries in gross margin percentagecertain of our new communities in the third quarter of fiscal 2015 as compared to the second quarter of fiscal 2015 was primarily due to reducing the number of specs we offered for sale, along with more limited incentives and concessions on spec homes. Selling, general and administrativenine months ended July 31, 2016 having higher land costs as a percentage of total revenue compared to deliveries in the same period of the prior year, as well as higher construction costs in many of our markets. Active selling communities decreased from 14.7%206 at July 31, 2015 to 12.6% in the third quarter of fiscal 2015 compared to the second quarter of fiscal 2015174 at July 31, 2016, as a result of a 15.3% increase in homebuilding revenues. Selling,discussed below.

Homebuilding selling, general and administrative costs remained flatexpenses (“SGA”) decreased $0.3 million from $52.0 million for the third quarter of fiscal 2015 compared to $51.7 million for the secondthird quarter of fiscal 2015.

We had 3,097 homes in backlog with a dollar value of $1.3 billion at July 31, 2015 (an increase of 23.3% compared2016, while corporate general and administrative expenses decreased $1.0 million from $15.9 million to $14.9 million for the same periods. SGA increased $3.3 million from $152.3 million for the nine months ended July 31, 2014). Based2015 to $155.6 million for the nine months ended July 31, 2016, while corporate general and administrative expenses decreased $5.5 million from $49.3 million to $43.8 million for the same periods. The decrease in corporate general and administrative expenses was partially due to the reversal of a previously recognized expense for certain performance based stock option grants for which the performance metrics are no longer expected to be satisfied. In addition, there was an adjustment to the Company’s medical self-insurance reserves based on this backlogcurrent claim estimates. As a percentage of total revenues, SGA decreased 2.4% to 7.2% for the three months ended July 31, 2016 and 2.5% to 8.0%  for the anticipated gross margin associated with this backlog,nine months ended July 31, 2016 as compared to the prior year periods, as revenues increased year over year. Corporate general and administrative expenses as a percentage of total revenues decreased to 2.1% and 2.2%, respectively, for the three and nine months ended July 31, 2016 from 2.9% and 3.4%, respectively, for the three and nine months ended July 31, 2015. Improving the efficiency of our SGA will continue to be a significant area of focus.

During the last twelve months ended July 31, 2016, our active communities decreased by 32 communities from 206 communities at July 31, 2015 to 174 communities at July 31, 2016, partially due to the sale of 10 communities (related to the sale of our land portfolios in our Minneapolis, MN and Raleigh, NC divisions), along with the contribution of four of our communities to a new joint venture during the period. In addition, we opened for sale 83 new communities and closed 101 communities during the same period. Also during the twelve months ended July 31, 2016, we put under option or acquired approximately 10,000 lots in 116 wholly owned communities (which includes 1,860 lots in 35 wholly owned communities which are no longer owned inventory but are optioned inventory under our land banking transactions closed during the first quarter of fiscal 2016) and walked away from 6,573 lots in 101 wholly owned communities. Most of the walk-aways occured during the due diligence period, in which case we recovered our option deposits and only wrote-off predevelopment costs.

Based on the 3.8% increase in net contracts per average active selling communityof the dollar value of backlog at July 31, 2016 compared to July 31, 2015, as well as our expected increases inincreased sales per community count,during the first nine months of fiscal 2016, we believe that we are well-positioned for strongerto have strong results in the fourth quarter of fiscal 20152016 compared withto the prior fiscal 2015 quarters, and fiscal 2016.year. However, we do not expect that the anticipated fourth quarter fiscal 2015 pre-tax income will be sufficient enough to offset the pre-tax losses incurred through the nine months ended July 31, 2015. Also, several challenges, such as economic weakness and uncertainty, uncertainlower oil prices (which may affect our Texas markets), extreme weather conditions, the restrictive mortgage lending environment and rising mortgage interest rates, could furthercontinue to impact the housing market and, consequently, our performance. Both national new home sales and our home sales remain below historical levels. We continue to believe that we are still in the early stages of the housing recovery. However, given our recent uneven operating performance, we may continue to experience mixed results in some ofacross our operating markets.

 

Given the low levels of total U.S. housing starts, and our beliefAs previously disclosed in the long-term recoveryfirst quarter of fiscal 2016, as a result of our evaluation of our geographic operating footprint as it related to our strategic objectives we decided to exit the homebuilding market,Minneapolis, MN and Raleigh, NC markets by selling our land portfolios in those markets and to wind down our operations in the San Francisco Bay area in Northern California and in Tampa, FL by building and delivering homes to sell through our existing land position. In the third quarter of fiscal 2016, we remain focused on identifying newcompleted the sales of our Minneapolis, MN and Raleigh, NC markets land parcels, growingportfolios. In our community count and growing our revenues, which are critical to improving our financial performance. Weremaining markets, we continue to see opportunities to purchase land at prices that make economic sense in light of our current sales prices and sales paces and plan to continue pursuing such land acquisitions. New land purchases at pricing that we believe will generate appropriate investment returns and drive greater operating efficiencies are needed to return to sustained profitability. During the nine months ended July 31, 2015, we opened for sale 74 new communities and closed 69 communities, resulting in a net increase of 5 communities from 201 communities at October 31, 2014 to 206 communities at July 31, 2015. In addition, during the nine months ended July 31, 2015, we put under option or acquired approximately 6,400 lots in 132 wholly owned communities and walked-away from 3,190 lots in 46 wholly owned communities.Homebuilding selling, general and administrative expenses increased $9.4 million from $142.9 million for the nine months ended July 31, 2014 to $152.3 million for the nine months ended July 31, 2015.This increase was primarily due to additional headcount related costs, increased advertising costs and increased architectural expense, all related to recent and expected future community count growth, as well as a reduction of joint venture management fees, which offset general and administrative expenses, received as a result of fewer joint venture deliveries in the nine months ended July 31, 2015 as compared to the nine months ended July 31, 2014. Corporate general and administrative expenses as a percentage of total revenue remained flat at 3.4% for the nine months ended July 31, 2015 and the nine months ended July 31, 2014. Improving the efficiency of our selling, general and administrative expenses will continue to be a significant area of focus, and as we generate revenue from our expected increased community count, we expect to be able to leverage these costs.

 

 

 CRITICAL ACCOUNTING POLICIES

 

As disclosed in our annual report on Form 10-K for the fiscal year ended October 31, 2014,2015, our most critical accounting policies relate to income recognition from mortgage loans; inventories; land options; unconsolidated joint ventures; post-development completion, warranty and insurance reserves; and deferred income taxes. Since October 31, 2014,2015, there have been no significant changes to those critical accounting policies.

 

CAPITAL RESOURCES AND LIQUIDITY

 

Our operations consist primarilyOn January 15, 2016, $172.7 million principal amount of residential housing developmentour 6.25% Senior Notes due 2016 matured and sales inwas paid. On May 15, 2016, $86.5 million principal amount of our 7.5% Senior Notes due 2016 matured and was paid. We have $121.0 million principal amount of our 8.625% Senior Notes due on January 15, 2017 (the “January 2017 Notes”). On July 29, 2016, the Northeast (New JerseyCompany and Pennsylvania)K. Hovnanian Enterprises, Inc. (“K. Hovnanian”) entered into financing commitments with certain investment funds managed by affiliates of H/2 Capital Partners LLC (collectively, the “Investor”) pursuant to which the Investor agreed to (i) fund a $75.0 million Term Loan Facility to be borrowed by K. Hovnanian and guaranteed by the Notes Guarantors with a maturity on August 1, 2019 (provided that if any of K. Hovnanian’s 7.0% Notes remain outstanding on October 15, 2018, the maturity date of the Term Loan Facility will be October 15, 2018, or if any refinancing indebtedness with respect to the 7.0% Notes has a maturity date prior to January 15, 2021, the maturity date of the Term Loan Facility will be October 15, 2018) and bearing interest at a rate equal to LIBOR plus an applicable margin of 7.0% or, at K. Hovnanian’s option, a base rate plus an applicable margin of 6.0%, payable monthly, (ii) purchase $75.0 million aggregate principal amount of New Second Lien Notes to be issued by K. Hovnanian and guaranteed by the Mid-Atlantic (Delaware, Maryland, Virginia, Washington D.C.Notes Guarantors and West Virginia),bearing interest at 10.0% per annum, payable semi-annually, and (iii) exchange $75.0 million aggregate principal amount of Existing Second Lien Notes held by such Investor for $75.0 million of Exchange Notes to be issued by K. Hovnanian and guaranteed by the Midwest (Illinois, Minnesota and Ohio), the Southeast (Florida, Georgia, North Carolina and South Carolina), the Southwest (Arizona and Texas)Notes Guarantors and the West (California)members of the Secured Group, and bearing interest at 9.50% per annum, payable semi-annually. The Financings closed on September 8, 2016 for aggregate cash proceeds of approximately $146.3 million, before expenses. See Part II, Item 5 - “Other Information” for a discussion of the Financings and the terms thereof (certain of which are more restrictive than those applicable to our existing senior and senior secured notes and Credit Facility). On September 8, 2016, K. Hovnanian called for redemption on October 8, 2016 all outstanding January 2017 Notes for an aggregate redemption price of approximately $126.1 million, including accrued and unpaid interest, and deposited with the trustee for the January 2017 Notes sufficient funds for such redemption and to satisfy and discharge its obligations under the January 2017 Notes Indenture. The January 2017 Notes redemption and the satisfaction and discharge of the 2017 Notes Indenture was funded with a portion of the proceeds from the Term Loan Facility and New Second Lien Notes. Upon the satisfaction and discharge of the January 2017 Notes Indenture, the restrictive covenants and events of default contained therein ceased to have effect.

In May 2016, we closed on the land sale transactions to exit our Minneapolis, MN and Raleigh, NC markets. In addition, we provideentered into a new joint venture by contributing eight communities to the joint venture and receiving cash in return. The combination of these activities resulted in $78.9 million of net cash proceeds to us, enhancing our liquidity.

Under the terms of our indentures, we have the right to make certain financial servicesredemptions and, depending on market conditions and covenant restrictions, may do so from time to time. We also continue to evaluate our homebuilding customers.capital structure and may also continue to make debt purchases and/or exchanges for debt or equity from time to time through tender offers, open market purchases, private transactions, or otherwise, or seek to raise additional debt or equity capital, depending on market conditions and covenant restrictions.

 

We have historically funded our homebuilding and financial services operations with cash flows from operating activities, borrowings under our bank credit facilities, and the issuance of new debt and equity securities.securities and other financing activities. 

 

OurAfter paying $172.7 million for our 6.25% Senior Notes that matured in January 2016 and $86.5 million for our 7.5% Senior Notes that matured in May 2016, our homebuilding cash balance at July 31, 20152016 decreased by $47.8$63.9 million from October 31, 2014. During2015 to $181.5 million. In addition to paying debt during the period, we spent $464.4$435.6 million on land and land development. After considering this land and land development and all other operating activities, including revenue received from deliveries, we used $332.7generated $194.6 million of cash infrom operations. During the first nine months ended July 31, 2015, we alsoof fiscal 2016, net cash used $5.3 million of cash forin investing activities was $36.2 million, primarily related to fund certain of ourinvestments in two new joint ventures. Cash provided byNet cash used in financing activities was $290.0$222.1 million during the first nine months ended July 31, 2015,of fiscal 2016, which included proceeds from the issuancepayment of $250.0 million of senior unsecured notes in the first quarter of fiscal 2015, along withour 6.25% Senior Notes and 7.5% Senior Notes discussed above, partially offset by net proceeds from nonrecourse mortgages and model sale leasebacks during the period. Cash used infinancing activities in the nine months ended July 31, 2015 included the use of excess cash on hand to repay certain of our land banking arrangements.banking. We intend to continue to use nonrecourse mortgage financings, model sale leaseback and, subject to covenant restrictions in our debt instruments, land banking programs as our business needs dictate.

  

Our cash uses during the nine months ended July 31, 20152016 and 20142015 were for operating expenses, land purchases, land deposits, land development, construction spending, financing transactions, debt payments, state income taxes, interest payments and investments in joint ventures. During these periods, we provided for our cash requirements from available cash on hand, housing and land sales, financing transactions, debt issuances, our revolving credit facility, model sale leasebacks, land banking deals,transactions, joint ventures, financial service revenues and other revenues. We believe that these sources of cash together with our $75.0 million unsecured revolving credit facility will be sufficient throughin fiscal 20152016 and 2017 to finance our working capital requirements and other needs, and enable us to add new communities to grow our homebuilding operations.requirements.

 

We have $60.8 million of 11.875% Senior Notes due on October 15, 2015 and $172.7 million of 6.25% Senior Notes due on January 15, 2016. While our preference is to refinance these near term maturities as they come due, in light of the cost of capital currently available to companies with comparable credit ratings, we may not be able to refinance these obligations at an attractive rate. In this situation, as an alternative to refinancing, we have a number of means to provide sufficient liquidity to enable us to pay these bonds at maturity while continuing to execute our strategic objectives, which include growing our company. Such means include: additional land banking transactions, an increase in joint venture activity and/or project specific financings and model sale leasebacks.

 

Our net income (loss) historically does not approximate cash flow from operating activities. The difference between net income (loss) and cash flow from operating activities is primarily caused by changes in inventory levels together with changes in receivables, prepaid and other assets, mortgage loans held for sale, interest and other accrued liabilities, deferred income taxes, accounts payable and other liabilities, and noncash charges relating to depreciation, stock compensation awards and impairment losses for inventory. When we are expanding our operations, inventory levels, prepaids and other assets increase causing cash flow from operating activities to decrease. Certain liabilities also increase as operations expand and partially offset the negative effect on cash flow from operations caused by the increase in inventory levels, prepaids and other assets. Similarly, as our mortgage operations expand, net income from these operations increases, but for cash flow purposes net income is partially offset by the net change in mortgage assets and liabilities. The opposite is true as our investment in new land purchases and development of new communities decrease, which is what happened during the last half of fiscal 2007 through fiscal 2009, allowing us to generate positive cash flow from operations during this period. Since the latter part of fiscal 2009 cumulative through JulyJanuary 31, 2015,2016, as a result of the new land purchases and land development, we have used cash in operations as we have added new communities. Looking forward, given the unstable housing market,Thereafter in fiscal 2016, we anticipate that it will continuehave shifted our focus from growing our community count and revenues to be difficult to generateincreasing operating efficiency and profitability while generating positive cash flow from operations until(we generated $225.7 million of cash flow from operations in the third quarter of fiscal 2016) to pay debt maturities as they come due. While we reach levelssuccessfully completed the refinancing of sustained profitability higher than our recent fiscal years. However,January 2017 Notes, looking forward, because we may not be able to refinance our future debt maturities, we plan to continue to make adjustments to our structure and our business plans in order to maximize our liquidity while also taking steps to return to sustained profitability, including through land acquisitions.  profitability.

 

In June 2013, K. Hovnanian, Enterprises, Inc. (“K. Hovnanian”), as borrower, and we and certain of our subsidiaries, as guarantors, entered into a five-year, $75.0 million unsecured revolving credit facility (the “Credit Facility”) with Citicorp USA, Inc., as administrative agent and issuing bank, and Citibank, N.A., as a lender. The Credit Facility is available for both letters of credit and general corporate purposes. The Credit Facility does not contain any financial maintenance covenants, but does contain certain restrictive covenants that track those contained in our indenture governing the 8.0% Senior Notes due 2019, which are described in Note 11.11 to the Condensed Consolidated Financial Statements. The Credit Facility also contains certain customary events of default which would permit the administrative agent at the request of the required lenders to, among other things, declare all loans then outstanding to be immediately due and payable if such default is not cured within applicable grace periods, including the failure to make timely payments of amounts payable under the Credit Facility or other material indebtedness or the acceleration of other material indebtedness, the failure to comply with agreements and covenants or for representations or warranties to be correct in all material respects when made, specified events of bankruptcy and insolvency, and the entry of a material judgment against a loan party. Outstanding borrowings under the Credit Facility accrue interest at an annual rate equal to either, as selected by K. Hovnanian, (i) the alternate base rate plus the applicable spread determined on the date of such borrowing or (ii) an adjusted London Interbank Offered Rate (“LIBOR”) rate plus the applicable spread determined as of the date two business days prior to the first day of the interest period for such borrowing. As of both July 31, 20152016 and October 31, 2014,2015 there were no$52.0 million and $47.0 million of borrowings, respectively, and $26.5$18.5 million and $25.9 million of letters of credit outstanding, respectively, under the Credit Facility. As of July 31, 2015,2016, we believe we were in compliance with the covenants under the Credit Facility.

 

In addition to the Credit Facility, we have certain stand–alone cash collateralized letter of credit agreements and facilities under which there were a total of $2.6$1.7 million and $5.5$2.6 million letters of credit outstanding at July 31, 20152016 and October 31, 2014,2015, respectively. These agreements and facilities require us to maintain specified amounts of cash as collateral in segregated accounts to support the letters of credit issued thereunder, which will affect the amount of cash we have available for other uses. As of July 31, 20152016 and October 31, 2014,2015, the amount of cash collateral in these segregated accounts was $2.6$1.7 million and $5.6$2.6 million, respectively, which is reflected in “Restricted cash and cash equivalents” on the Condensed Consolidated Balance Sheets.

 

Our wholly owned mortgage banking subsidiary, K. Hovnanian American Mortgage, LLC (“K. Hovnanian Mortgage”), originates mortgage loans primarily from the sale of our homes. Such mortgage loans and related servicing rights are sold in the secondary mortgage market within a short period of time. In certain instances, we retain the servicing rights for a small amount of loans. Our secured Master Repurchase Agreement with JPMorgan Chase Bank, N.A. (“Chase Master Repurchase Agreement”),which was amended on July 31, 2015,29, 2016 to extend the maturity to July 28, 2017, is a short-term borrowing facility that provides up to $50.0 million through July 29, 2016.maturity. The loan is secured by the mortgages held for sale and is repaid when we sell the underlying mortgage loans to permanent investors. Interest is payable monthly on outstanding advances at an adjusted LIBOR rate, which was 0.19%0.50% at July 31, 2015,2016, plus the applicable margin of 2.5% or 2.63% based upon type of loan. As of July 31, 20152016 and October 31, 2014,2015, the aggregate principal amount of all borrowings outstanding under the Chase Master Repurchase Agreement was $17.9$38.6 million and $25.5$30.5 million, respectively.

    

K. Hovnanian Mortgage has another secured Master Repurchase Agreement with Customers Bank (“Customers Master Repurchase Agreement”), which was amended on February 19, 201518, 2016 to extend the maturity date to February 18, 2016,17, 2017, that is a short-term borrowing facility that provides up to $37.5$25.0 million through maturity.maturity.On July 15, 2016, a temporary increase to $40.0 million of available borrowings went into effect until August 15, 2016. After August 15, 2016, the borrowing availability will revert back to $25.0 million. The loan is secured by the mortgages held for sale and is repaid when we sell the underlying mortgage loans to permanent investors. Interest is payable daily or as loans are sold to permanent investors on outstanding advances at the current LIBOR rate, plus the applicable margin ranging from 2.75%2.5% to 5.25% based on the type of loan and the number of days outstanding on the warehouse line. As of July 31, 20152016 and October 31, 2014,2015, the aggregate principal amount of all borrowings outstanding under the Customers Master Repurchase Agreement was $25.6$30.1 million and $20.4$29.7 million, respectively.

 

K. Hovnanian Mortgage has a third secured Master Repurchase Agreement with Credit Suisse First Boston Mortgage Capital LLC (“Credit Suisse Master Repurchase Agreement”), which was amended on July 31, 2015,February 23, 2016, that is a short-term borrowing facility that provides up to $50.0 million through July 29, 2016.February 21, 2017. The loan is secured by the mortgages held for sale and is repaid when we sell the underlying mortgage loans to permanent investors. Interest is payable monthly on outstanding advances at the Credit Suisse Cost of Funds,Base Rate (as defined in the loan documents), which was 0.56%0.91% at July 31, 2015,2016, plus thean applicable margin of 2.5% until the loan documents have been provided2.25% to the lender, at which point the margin is lowered to 2.25%2.5%. As of July 31, 20152016 and October 31, 2014,2015, the aggregate principal amount of all borrowings outstanding under the Credit Suisse Master Repurchase Agreement was $25.4$27.7 million and $19.7$30.1 million, respectively.

  

In February 2014, K. Hovnanian Mortgage executed a secured Master Repurchase Agreement with Comerica Bank (“Comerica Master Repurchase Agreement”), which was amended on June 29, 201524, 2016 to extend the maturity date to June 28, 2016.22, 2017. The Comerica Master Repurchase Agreement is a short-term borrowing facility that provides up to $35.0 million through maturity. The loan is secured by the mortgages held for sale and is repaid when we sell the underlying mortgage loans to permanent investors. Interest is payable monthly at the current LIBOR rate, subject to a floor of0.25%of 0.25%, plus the applicable margin of 2.5%. As of July 31, 20152016 and October 31, 2014, the interest rate was 2.75% and2015, the aggregate principal amount of all borrowings outstanding under the Comerica Master Repurchase Agreement was $19.6$19.3 million and $11.3$18.6 million, respectively.

 

The Chase Master Repurchase Agreement, Customers Master Repurchase Agreement, Credit Suisse Master Repurchase Agreement and Comerica Master Repurchase Agreement (together, the “Master Repurchase Agreements”) require K. Hovnanian Mortgage to satisfy and maintain specified financial ratios and other financial condition tests. Because of the extremely short period of time mortgages are held by K. Hovnanian Mortgage before the mortgages are sold to investors (generally a period of a few weeks), the immateriality to us on a consolidated basis of the size of the Master Repurchase Agreements, the levels required by these financial covenants, our ability based on our immediately available resources to contribute sufficient capital to cure any default, were such conditions to occur, and our right to cure any conditions of default based on the terms of the applicable agreement, we do not consider any of these covenants to be substantive or material. As of July 31, 2015,2016, we believe we were in compliance with the covenants under the Master Repurchase Agreements.

 

As of July 31, 2015,2016, we had an aggregate of $992.0 million of outstanding senior secured notes ($981.0982.5 million, net of discount), an aggregatecomprised of $841.1$577.0 million 7.25% Senior Secured First Lien Notes due 2020 (the “First Lien Notes”), $220.0 million 9.125% Senior Secured Second Lien Notes due 2020 (the “Second Lien Notes” and, together with the First Lien Notes, the “2020 Secured Notes”), $53.2 million 2.0% Senior Secured Notes due 2021 (the “2.0% 2021 Notes”) and $141.8 million 5.0% Senior Secured Notes due 2021 (the “5.0% 2021 Notes” and, together with the 2.0% 2021 Notes, the “2021 Notes”). As of July 31, 2016, we also had $521.0 million of outstanding senior notes ($841.1comprised of $121.0 million net8.625% Senior Notes due 2017, $150.0 million 7.0% Senior Notes due 2019 and $250.0 million 8.0% Senior Notes due 2019. In addition, as of discount), $12.8July 31, 2016, we had outstanding $8.1 million 11.0% Senior Amortizing Notes due 2017 (issued as a component of our 6.0% Exchangeable Note UnitsUnits) and discussed in Note 12 to the Condensed Consolidated Financial Statements) and $72.8$76.7 million Senior Exchangeable Notes due 2017 (issued as a component of our 6.0% Exchangeable Note Units and discussed in Note 12 to the Condensed Consolidated Financial Statements)Units).

Except for K. Hovnanian, the issuer of the notes, our home mortgage subsidiaries, joint ventures and subsidiaries holding interests in our joint ventures, certain of our title insurance subsidiaries and our foreign subsidiary, we and each of our subsidiaries are guarantors of the senior secured, senior, senior amortizing and senior exchangeable notes outstanding at July 31, 20152016 (collectively, the “Notes Guarantors”) (see Note 21 to the Condensed Consolidated Financial Statements). In addition to the Notes Guarantors, the 2021 Notes (defined below) are guaranteed by K. Hovnanian JV Holdings, L.L.C. and its subsidiaries except for certain joint ventures and joint venture holding companies (collectively, the “Secured Group”). Members of the Secured Group do not guarantee K. Hovnanian's other indebtedness.  

 

The indentures governing the notes outstanding at July 31, 2016 do not contain any financial maintenance covenants, but do contain restrictive covenants that limit, among other things, the Company’s ability and that of certain of its subsidiaries, including K. Hovnanian, to incur additional indebtedness (other than certain permitted indebtedness, refinancing indebtedness and nonrecourse indebtedness), pay dividends and make distributions on common and preferred stock, repurchase subordinated indebtedness (with respect to certain of the senior secured and senior notes), make other restricted payments, make investments, sell certain assets, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all assets, and enter into certain transactions with affiliates. The indentures also contain events of default which would permit the holders of the notes to declare the notes to be immediately due and payable if not cured within applicable grace periods, including the failure to make timely payments on the notes or other material indebtedness, the failure to comply with agreements and covenants and specified events of bankruptcy and insolvency and, with respect to the indentures governing the senior secured notes, the failure of the documents granting security for the senior secured notes to be in full force and effect, and the failure of the liens on any material portion of the collateral securing the senior secured notes to be valid and perfected. As of July 31, 2015,2016, we believe we were in compliance with the covenants of the indentures governing our outstanding notes.

   

Under the terms of the indentures, we have the right to make certain redemptions and, depending on market conditions and covenant restrictions, may do so from time to time. We also continue to evaluate our capital structure and may also continue to make debt purchases and/or exchanges for debt or equity from time to time through tender offers, open market purchases, private transactions, or otherwise, or seek to raise additional debt or equity capital, depending on market conditions and covenant restrictions.

 

If our consolidated fixed charge coverage ratio, as defined in the indentures governing our senior secured and senior notes (other than the senior exchangeable notes discussed in Note 12 to the Condensed Consolidated Financial Statements), is less than 2.0 to 1.0, we are restricted from making certain payments, including dividends, and from incurring indebtedness other than certain permitted indebtedness and refinancing indebtedness (currently, however, our ability to incur additional indebtedness is limited and we expect it to be limited for the foreseeable future) and nonrecourse indebtedness. As a result of this ratio restriction, we are currently restricted from paying dividends, which are not cumulative, on our 7.625% Series A Preferred Stock. We anticipate that we will continue to be restricted from paying dividends for the foreseeable future. Our inability to pay dividends is in accordance with covenant restrictions and will not result in a default under our debt instruments or otherwise affect compliance with any of the covenants contained in our debt instruments.

 

The 7.25% Senior Secured First Lien Notes due 2020 (the “First Lien Notes”) are secured by a first-priority lien and the 9.125% Senior Secured Second Lien Notes due 2020 (the “Second Lien Notes” and, together with the First Lien Notes, the “2020 Secured Notes”) are secured by a second-priority lien, in each case, subject to permitted liens and other exceptions, on substantially all the assets owned by us, K. Hovnanian and the guarantors of such notes. At July 31, 2015,2016, the aggregate book value of the real property that constituted collateral securing the 2020 Secured Notes was approximately $799.9$640.0 million, which does not include the impact of inventory investments, home deliveries or impairments thereafter and which may differ from the value if it were appraised. In addition, cash and cash equivalents collateral that secured the 2020 Secured Notes was $166.4$122.7 million as of July 31, 2015,2016, which included $2.6$1.7 million of restricted cash collateralizing certain letters of credit. Subsequent to such date, fluctuations as a result of cash uses include general business operations and real estate and other investments.investments along with cash inflow primarily from deliveries.

 

The guarantees with respect to our 2.0% Senior Secured Notes due 2021 (the “2.0% 2021 Notes”) and 5.0% Senior Secured Notes due 2021 (the “5.0% 2021 Notes” and together with the 2.0% 2021 Notes, the “2021 Notes”) of the Secured Group with respect to the 2021 Notes are secured, subject to permitted liens and other exceptions, by a first-priority lien on substantially all of the assets of the members of the Secured Group. As of July 31, 2015,2016, the collateral securing the guarantees included (1) $43.5$60.5 million of cash and cash equivalents (subsequent to such date, fluctuations as a result of cash uses include general business operations and real estate and other investments)investments along with cash inflow primarily from deliveries); (2) approximately $147.1$146.4 million aggregate book value of real property of the Secured Group, which does not include the impact of inventory investments, home deliveries or impairments thereafter and which may differ from the value if it were appraised, and (3) equity interests in guarantors that are members of the Secured Group. Members of the Secured Group also own equity in joint ventures, either directly or indirectly through ownership of joint venture holding companies, with a book value of $63.5$80.7 million as of July 31, 2015;2016; this equity is not pledged to secure, and is not collateral for, the 2021 Notes. Members of the Secured Group are “unrestricted subsidiaries” under K. Hovnanian's other senior notes and senior secured notes, and thus have not guaranteed such indebtedness. 

On January 10, 2014, K. Hovnanian issued $150.0 million aggregate principal amount of 7.0% Senior Notes due 2019, resulting in net proceeds of approximately $147.8 million. The notes are redeemable in whole or in part at our option at any time prior to July 15, 2016 at 100% of their principal amount plus an applicable “Make-Whole Amount.” We may also redeem some or all of the notes at 103.5% of principal commencing July 15, 2016, at 101.75% of principal commencing January 15, 2017 and 100% of principal commencing January 15, 2018. In addition, we may redeem up to 35% of the aggregate principal amount of the notes prior to July 15, 2016 with the net cash proceeds from certain equity offerings at 107.0% of principal. We used a portion of the net proceeds to fund the redemption on February 9, 2014 (effected on February 10, 2014 which was the next business day after the redemption date) of the remaining outstanding principal amount ($21.4 million) of our 6.25% Senior Notes due 2015.The redemption resulted in a loss on extinguishment of debt of $1.2 million, net of the write-off of unamortized fees, and was included in the Condensed Consolidated Statement of Operations as “Loss on extinguishment of debt” in the second quarter of fiscal 2014. The remaining net proceeds from the offering were used to pay related fees and expenses and for general corporate purposes.

   

On November 5, 2014, K. Hovnanian issued $250.0 million aggregate principal amount of 8.0% Senior Notes due 2019, resulting in net proceeds of $245.7 million. These proceeds were used for general corporate purposes. The notes will mature on November 1, 2019. The notes are redeemable in whole or in part at K. Hovnanian’s option at any time prior to August 1, 2019 at a redemption price equal to 100% of their principal amount plus an applicable “Make-Whole Amount.” At any time and from time to time on or after August 1, 2019, K. Hovnanian may also redeem some or all of the notes at a redemption price equal to 100% of their principal amount.

  

As a result of our evaluation of our geographic operating footprint as it relates to our strategic objectives, we decided to exit the Minneapolis, MN and Raleigh, NC markets, and in the third quarter of fiscal 2016, we completed the sale of our land portfolios in those markets. We have also decided to wind down our operations in the San Francisco Bay area in Northern California and in Tampa, FL by building and delivering homes to sell through our existing land position.

Any other liquidity-enhancing transaction will depend on identifying counterparties, negotiation of documentation and applicable closing conditions and any required approvals. Due to covenant restrictions in our debt instruments, we are currently limited in the amount of debt we can incur that does not qualify as refinancing indebtedness with certain maturity requirements (as discussed in Part II, Item 5 - “Other Information”) (a limitation that we expect to continue for the foreseeable future), even if market conditions would otherwise be favorable, which could also impact our ability to grow our business. 

On August 1, 2016, Moody’s Investors Service took certain rating actions as follows:

First Lien Notes, downgraded to B3;

Existing Second Lien Notes, downgraded to Caa3.

On May 3, 2016, S&P Global Ratings took certain rating actions as follows:

Corporate Credit Rating, downgraded to CCC+;

First Lien Notes, downgraded to CCC+;

2021 Notes, downgraded to CCC;

Existing Second Lien Notes, downgraded to CCC-; and

Senior unsecured notes, downgraded to CCC-.

Downgrades in our credit ratings do not accelerate the scheduled maturity dates of our debt or affect the interest rates charged on any of our debt issues or our debt covenant requirements or cause any other operating issue. A potential risk from negative changes in our credit ratings is that they may make it more difficult or costly for us to access capital. 

Total inventory, excluding consolidated inventory not owned, increased $267.7decreased $336.3 million during the nine months ended July 31, 20152016 from October 31, 2014.2015. Total inventory, excluding consolidated inventory not owned, increaseddecreased in the Northeast by $16.0$94.9 million, in the Mid-Atlantic by $30.8$54.3 million, in the Midwest by $18.2$90.1 million, in the Southeast by $48.5$14.6 million and in the Southwest by $61.2 million and$94.0 million. This decrease was slightly offset by an increase in the West by $93.0of $11.6 million. The increasesdecreases were primarily attributable to new land banking transactions during the period (discussed below), along with home deliveries, and the contribution of certain of our communities to a new joint venture, partially offset by new land purchases and land development during the period, partially offset by home deliveries.development. During the nine months ended July 31, 2015,2016, we had aggregate impairments in the amount of $4.4$16.4 million resulting from lowering prices dueprimarily related to increased competition from new communitiesland that was held for sale in certain markets,the Midwest (discussed above) and also continued weak economic conditions in certain other markets.the Northeast. We wrote-off costs in the amount of $3.2$6.5 million during the nine months ended July 31, 20152016 related to land options that expired or that we terminated, as the communities’ forecasted profitability was not projected to produce adequate returns on investment commensurate with the risk. In the last few years, we have been able to acquire new land parcels at prices that we believe will generate reasonable returns under current homebuilding market conditions. There can be no assurances that this trend will continue in the near term. Substantially all homes under construction or completed and included in inventory at July 31, 20152016 are expected to be closed during the next six to nine months.

 

The total inventory increase discussed above excluded the increase in consolidatedConsolidated inventory not owned of $0.5 million.increased $158.5 million during the nine months ended July 31, 2016 from October 31, 2015. Consolidated inventory not owned consists of specific performance options and other options that were included in our Condensed Consolidated Balance Sheet in accordance with US GAAP. The increase from October 31, 20142015 to July 31, 20152016 was primarily due to an increase in land banking transactions during the period, along with an increase in the sale and leaseback of certain model homes, partially offset by a decrease inhomes. Under our land banking transactions during the period. We have land banking arrangements, whereby we sell land parcels to the land bankers and they provide us an option to purchase back finished lots on a monthly or quarterly basis. Because of our options to repurchase these parcels, for accounting purposes in accordance with ASC 360-20-40-38, these transactions are considered a financing rather than a sale. For purposes of our Condensed Consolidated Balance Sheet, at July 31, 2015,2016, inventory of $19.2$183.8 million was recorded to “Consolidated inventory not owned, - other options,” with a corresponding amount of $13.7$108.5 million recorded to “Liabilities from inventory not owned” for the amount of net cash received from the transactions. In addition, we sell and lease back certain of our model homes with the right to participate in the potential profit when each home is sold to a third party at the end of the respective lease. As a result of our continued involvement, for accounting purposes in accordance with ASC 360-20-40-38, these sale and leaseback transactions are considered a financing rather than a sale for accounting purposes.sale. Therefore, for purposes of our Condensed Consolidated Balance Sheet, at July 31, 2015,2016, inventory of $90.2$96.9 million was recorded to “Consolidated inventory not owned, - other options,” with a corresponding amount of $84.7$87.3 million recorded to “Liabilities from inventory not owned” for the amount of net cash received from the transactions. From time to time, we enter into option agreements that include specific performance requirements whereby we are required to purchase a minimum number of lots. Because of our obligation to purchase these lots, for accounting purposes in accordance with ASC 360-20-40-38, we are required to record this inventory on our Condensed Consolidated Balance Sheets. As of July 31, 2015,2016, we had no specific performance options.options recorded on our Condensed Consolidated Balance Sheets.

 

When possible, we option property for development prior to acquisition. By optioning property, we are only subject to the loss of the cost of the option and predevelopment costs if we choose not to exercise the option (other than with respect to specific performance options discussed above). As a result, our commitment for major land acquisitions is reduced. The costs associated with optioned properties are included in “Land and land options held for future development or sale” on the Condensed Consolidated Balance Sheets. Also included in “Land and land options held for future development or sale” are amounts associated with inventory in mothballed communities. We mothball (or stop development on) certain communities when we determine the current performance does not justify further investment at the time. That is, we believe we will generate higher returns if we decide against spending money to improve land today and save the raw land until such time as the markets improve or we determine to sell the property. As of July 31, 2015,2016, we had mothballed land in 3128 communities. The book value associated with these communities at July 31, 20152016 was $99.9$74.9 million, which was net of impairment charges recorded in prior periods of $334.5$293.1 million. We continually review communities to determine if mothballing is appropriate. During the first nine months ended July 31, 2015,three quarters of fiscal 2016, we did not mothball any new communities, or sell anybut we sold one previously mothballed communities, butcommunity, re-activated 14 communitiesone previously mothballed community and contributed one previously mothballed community to a new joint venture which were previously mothballed.has begun construction.

 

Inventories held for sale, which are land parcels where we have decided not to build homes, represented $0.7$29.5 million and $0.6$1.3 million, respectively, of our total inventories at July 31, 20152016 and October 31, 2014,2015, and are reported at the lower of carrying amount or fair value less costs to sell. In determining fair value for land held for sale, management considers, among other things, prices for land in recent comparable sale transactions, market analysis studies, which include the estimated price a willing buyer would pay for the land (other than in a forced liquidation sale) and recent bona fide offers received from outside third parties. The increase in land held for sale during the period was related to a few land parcels that are planned to be sold in various markets.

  

The following tables summarize home sites included in our total residential real estate. The slight decrease in total home sites available at July 31, 20152016 compared to October 31, 2014 is2015 was primarily attributable to the reduction of 2,185 lots related to the sale of our land portfolios in our Minneapolis, MN and Raleigh, NC divisions and the contribution of lots to our two new joint ventures during the period. The remaining reduction was related to the decline in community count, due to delivering homes and terminating certain option agreements, partially offset by signing new land option agreements and acquiring new land parcels.

  

 

Active

Communities(1)

  

Active

Communities

Homes

  

Proposed Developable

Homes

  

Total

Homes

  

Active

Communities(1)

  

Active

Communities

Homes

  

Proposed

Developable

Homes

  

Total

Homes

 

July 31, 2015:

                

July 31, 2016:

            
                            

Northeast

  11   1,336   4,327   5,663  9  804  4,727  5,531 

Mid-Atlantic

  37   2,609   3,173   5,782  33  2,163  2,209  4,372 

Midwest

  28   3,089   1,090   4,179  21  2,264  1,500  3,764 

Southeast

  29   2,450   2,787   5,237  22  1,572  1,941  3,513 

Southwest

  88   5,319   2,225   7,544  73  4,102  769  4,871 

West

  13   1,451   4,563   6,014  16  1,694  3,806  5,500 
                            

Consolidated total

  206   16,254   18,165   34,419  174  12,599  14,952  27,551 
                            

Unconsolidated joint ventures

  8   1,536   1,693   3,229  19  3,288  1,440  4,728 
                            

Total including unconsolidated joint ventures

  214   17,790   19,858   37,648  193  15,887  16,392  32,279 
                            

Owned

      10,530   7,831   18,361     6,797  7,442  14,239 

Optioned

      5,518   10,334   15,852     5,648  7,510  13,158 
                            

Controlled lots

      16,048   18,165   34,213     12,445  14,952  27,397 
                            

Construction to permanent financing lots

      206   -   206     154  -  154 
                            

Consolidated total

      16,254   18,165   34,419     12,599  14,952  27,551 
                            

Lots controlled by unconsolidated joint ventures

      1,536   1,693   3,229     3,288  1,440  4,728 
                            

Total including unconsolidated joint ventures

      17,790   19,858   37,648     15,887  16,392  32,279 

 

(1)  Active communities are open for sale communities with ten or more home sites available.

 

 

 

Active

Communities(1)

  

Active

Communities

Homes

  

Proposed Developable

Homes

  

Total

Homes

  

Active

Communities(1)

  

Active

Communities

Homes

  

Proposed

Developable

Homes

  

Total

Homes

 

October 31, 2014:

                

October 31, 2015:

            
                            

Northeast

  10   1,219   4,074   5,293  12  1,220  4,390  5,610 

Mid-Atlantic

  34   2,742   3,207   5,949  40  2,728  2,860  5,588 

Midwest

  36   3,407   1,391   4,798  30  3,105  1,399  4,504 

Southeast

  24   1,737   4,721   6,458  33  2,344  3,919  6,263 

Southwest

  87   4,756   1,676   6,432  86  4,913  1,993  6,906 

West

  10   1,097   4,926   6,023  18  1,668  4,190  5,858 
                            

Consolidated total

  201   14,958   19,995   34,953  219  15,978  18,751  34,729 
                            

Unconsolidated joint ventures

  10   1,754   1,113   2,867  10  1,969  1,155  3,124 
                            

Total including unconsolidated joint ventures

  211   16,712   21,108   37,820  229  17,947  19,906  37,853 
                            

Owned

      9,139   8,581   17,720     10,448  8,164  18,612 

Optioned

      5,557   11,414   16,971     5,336  10,587  15,923 
                            

Controlled lots

      14,696   19,995   34,691     15,784  18,751  34,535 
                            

Construction to permanent financing lots

      262   -   262     194  -  194 
                            

Consolidated total

      14,958   19,995   34,953     15,978  18,751  34,729 
                            

Lots controlled by unconsolidated joint ventures

      1,754   1,113   2,867     1,969  1,155  3,124 
                            

Total including unconsolidated joint ventures

      16,712   21,108   37,820     17,947  19,906  37,853 

 

(1)  Active communities are open for sale communities with ten or more home sites available.

 

 

The following table summarizes our started or completed unsold homes and models, excluding unconsolidated joint ventures, in active and substantially completed communities. The decrease in the number of started unsold homes and models from October 31, 20142015 to July 31, 20152016 is primarily due to a concerted effort to reduce our started unsold homes inventory as discussed above under “- Overview.”the decrease in community count during the period.

 

 

July 31, 2015

  

October 31, 2014

 
                         

July 31, 2016

  

October 31, 2015

 
 

Unsold

Homes

  

Models

  

Total

  

Unsold

Homes

  

Models

  

Total

  

Unsold

Homes

  

Models

  

Total

  

Unsold

Homes

  

Models

  

Total

 
                                          

Northeast

  71   17   88   111   2   113  78  16  94  68  14  82 

Mid-Atlantic

  135   3   138   181   12   193  105  5  110  132  13  145 

Midwest

  75   6   81   59   13   72  29  12  41  61  3  64 

Southeast

  125   15   140   107   23   130  93  15  108  99  17  116 

Southwest

  358   9   367   413   6   419  385  2  387  395  4  399 

West

  37   22   59   65   1   66  33  21  54  65  26  91 
                                          

Total

  801   72   873   936   57   993  723  71  794  820  77  897 
                                          

Started or completed unsold homes and models per active selling communities (1)

  3.9   0.3   4.2   4.6   0.3   4.9  4.2  0.4  4.6  3.7  0.4  4.1 

 

(1)

Active selling communities (which are communities that are open for sale with ten or more home sites available) were 206174 and 201219 at July 31, 20152016 and October 31, 2014,2015, respectively. Ratio does not include substantially completed communities, which are communities with less than ten home sites available.

  

Restricted cash and cash equivalents – Homebuilding, decreased $3.2 million to $4.1 million at July 31, 2016. The decrease was due to the release of escrow cash being held for our land portfolio in our Minnesota division which was sold in the third quarter of fiscal 2016, along with the release of escrow cash being held for a community in the Northeast that delivered its remaining homes during the period, and the release of escrow cash being held as collateral against a letter of credit which was settled during the period.

Investments in and advances to unconsolidated joint ventures increased $2.7$26.8 million to $66.5$88.0 million at July 31, 20152016 compared to October 31, 2014.2015. The increase was primarily due to an investment in atwo new joint ventureventures in the first quarterand third quarters of fiscal 2015,2016, along with an additional contribution to an existing joint venture during the period, partially offset by joint venture partnership distributions received during the period. As of July 31, 20152016 and October 31, 2014,2015, we had investments in ten and nine homebuilding joint ventures, respectively, and one land development joint venture as of both dates.venture. We have no guarantees associated with our unconsolidated joint ventures, other than guarantees limited only to performance and completion of development, environmental indemnification and standard warranty and representation against fraud misrepresentation and similar actions, including a voluntary bankruptcy.

 

Receivables, deposits and notes, net, decreased $5.5$4.2 million from October 31, 20142015 to $87.1$66.2 million at July 31, 2015.The2016. The decrease was primarily due to receivables from our insurance carriers for certain warranty claims collected during the period. When reserves for claims are recorded, the portion that is probable for recovery from insurance carriers is recorded astiming of home closings, along with a receivable. This decrease was partially offset by an increase in refundable deposits during the period.deposits. 

   

Prepaid expenses and other assets were as follows as of:

 

 

July 31,

  

October 31,

  

Dollar

  

July 31,

  

October 31,

  

Dollar

 

(In thousands)

 

2015

  

2014

  

Change

  

2016

  

2015

  

Change

 
                     

Prepaid insurance

  $4,652   $3,378   $1,274  $4,396  $2,389  $2,007 

Prepaid project costs

  42,533   32,186   10,347  39,838  42,459  (2,621

)

Net rental properties

  1,043   1,456   (413

)

 566  924  (358

)

Prepaid bond fees

 18,647  20,323  (1,676

)

Other prepaids

  32,079   32,184   (105

)

 10,954  11,173  (219

)

Other assets

  161   154   7  284  403  (119

)

Total

  $80,468   $69,358   $11,110  $74,685  $77,671  $(2,986

)

 

Prepaid insurance increased $1.3$2.0 million during the nine months ended July 31, 20152016 due to the timing of premium payments. These costs are amortized over the life of the associated insurance policy, which can be one to three years. Prepaid project costs consist of community specific expenditures that are used over the life of the community. Such prepaids are expensed as homes are delivered. The increasedecrease of $10.3$2.6 million from October 31, 20142015 to July 31, 2015 is associated with2016 was the openingresult of 74the number of closed communities outpacing the number of new communities during the period.first three quarters of fiscal 2016. Prepaid bond fees decreased $1.7 million during the period, due to the amortization of existing prepaid bond fees.

 

Financial Services - Mortgage loans held for sale consist primarily of residential mortgages receivable held for sale of which $106.4$128.1 million and $92.1$124.1 million at July 31, 20152016 and October 31, 2014,2015, respectively, were being temporarily warehoused and are awaiting sale in the secondary mortgage market. The increase in mortgageMortgage loans held for sale increased $7.5 million from October 31, 2014 was related to an2015, resulting froman increase in the volume of loans originated during the third quarter of fiscal 2015fair value adjustment required at July 31, 2016 compared to the fourth quarter of fiscal 2014,October 31, 2015, along with an increase in the average loan value.amount of mortgage loans which are currently not able to be sold in the secondary market from October 31, 2015 to July 31, 2016.

 

Income taxes receivable increased $19.2$3.1 million to $303.8$293.4 million at July 31, 20152016 as compared to October 31, 2014.2015. The increase was primarily due to income taxes receivable, including net deferred tax benefits resulting from our loss before income taxes, recorded during the nine months ended July 31, 2015.2016.

 

Liabilities fromNonrecourse mortgages secured by inventory not owned increased $6.0 milliondecreased to $98.4$91.3 million at July 31, 2016 from $143.9 million at October 31, 2015. The increase isdecrease was primarily due to an increasethe payment of existing mortgages, including mortgages on certain communities which were sold to a new joint venture in the sale and leasebackthird quarter of certain model homes accounted for as financing transactions,fiscal 2016, partially offset by a decreasenew mortgages for communities primarily in land bankingthe Northeast, Midwest, Southeast and specific performance transactionsWest obtained during the period as described above.period.  

 

Accounts payable and other liabilities are as follows as of:

 

 

July 31,

  

October 31,

  

Dollar

  

July 31,

  

October 31,

  

Dollar

 

(In thousands)

 

2015

  

2014

  

Change

  

2016

  

2015

  

Change

 
                     

Accounts payable

  $127,144   $119,657   $7,487  $169,791  $144,735  $25,056 

Reserves

  167,749   183,231   (15,482

)

 144,589  140,566  4,023 

Accrued expenses

  17,864   22,490   (4,626

)

 17,759  19,280  (1,521

)

Accrued compensation

  34,833   37,689   (2,856

)

 37,678  36,349  1,329 

Other liabilities

  6,538   7,809   (1,271

)

 10,969  7,586  3,383 

Total

  $354,128   $370,876   $(16,748

)

 $380,786  $348,516  32,270 

 

The increase in accounts payable was primarily relateddue to the timing of invoices and payments made in the third quarter of fiscal 20152016 compared to the fourth quarter of fiscal 2014,2015, as we adjusted payment schedules in fiscal 2016 so that payments are made in accordance with payment due to an increase in construction spendingdates. Reserves increased slightly during the period which correlates to the increase in backlog from October 31, 2014 to July 31, 2015. Reserves decreased during the period as payments for warranty related claims exceeded new accruals for general liability insurance. The claiminsurance exceeded payments during the period were partially offset by amounts reimbursed from our insurance carriers, for which a corresponding receivable had previously been recorded.warranty related claims. The decrease in accrued expenses was primarily due to decreases in accrued property tax and amortization of accruals related to abandoned lease space. The decreaseincrease in accrued compensation iswas primarily due to an increase in salary accruals based on the timing of pay periods, partially offset by a decrease in bonus accruals due to the payment of our fiscal year 20142015 bonuses during the first quarter of fiscal 2015,2016, partially offset by the accrual for nine months of the fiscal 2015 bonus accrual.2016 estimated bonuses. Other liabilities increased primarily due to deferred income from municipality reimbursements for infrastructure costs and development fees related to work performed under a bond issuance in one of our communities in the West.

  

Customers’ depositsLiabilities from inventory not owned increased $12.3$89.9 million to $47.3$195.8 million at July 31, 2015. The increase is primarily related to the increase in backlog during the period.     

Nonrecourse mortgages increased to $133.4 million at July 31, 2015 from $103.9 million at October 31, 2014.2016. The increase was primarily due to new mortgages for communities across most of our homebuilding segments obtainedland banking transactions during the nine months ended July 31, 2015, partiallyperiod, slightly offset by paymentsa decrease in the sale and leaseback of existing mortgages during the period.  certain model homes and specific performance options, all accounted for as financing transactions as described above.

 

Financial Services - Mortgage warehouse lines of credit increased $11.7$6.8 million from $76.9$108.9 million at October 31, 2014,2015, to $88.6$115.7 million at July 31, 2015.2016. The increase correlatesis a result of increased equity in K. Hovnanian Mortgage during the period, allowing us to increase our borrowings within the limits of our Master Repurchase Agreements.

Accrued interest decreased $9.9 million to $30.5 million at July 31, 2016. The decrease was primarily due to the increasetiming of interest payments and accruals on the Company’s long term debt as most of our notes have interest payments in the volumefirst and third quarters, resulting in lower accruals in these respective quarters. Also contributing to the decrease was the payment at maturity of mortgage loans held for sale during the period. our 6.25% Senior Notes in January 2016 and our 7.5% Senior Notes in May 2016.

 

 

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JULY 31, 20152016 COMPARED TO THE THREE AND NINE MONTHS ENDED JULY 31, 20142015

 

Total revenues

 

Compared to the same prior period, revenues increased (decreased) as follows:

  

Three Months Ended

 

(Dollars in thousands)

 

July 31,

2015

  

July 31,

2014

  

Dollar

Change

  

Percentage

Change

 

Homebuilding:

                

Sale of homes

  $526,156   $538,007   $(11,851

)

  (2.2

)%

Land sales and other revenues

  97   1,896   (1,799

)

  (94.9

)%

Financial services

  14,360   11,106   3,254   29.3

%

                 

Total revenues

  $540,613   $551,009   $(10,396

)

  (1.9

)%

  

 

 

Nine months Ended

  

Three Months Ended

 

(Dollars in thousands)

 

July 31,

2015

  

July 31,

2014

  

Dollar

Change

  

Percentage

Change

  

July 31,

2016

  

July 31,

2015

  

Dollar

Change

  

Percentage

Change

 

Homebuilding:

                            

Sale of homes

  $1,414,799   $1,331,490   $83,309   6.3

%

 $640,386  $526,156  $114,230  21.7

%

Land sales and other revenues

  2,538   4,884   (2,346

)

  (48.0

)%

 59,979  97  59,882  61,734.0

%

Financial services

  37,939   28,612   9,327   32.6

%

 16,485  14,360  2,125  14.8

%

                            

Total revenues

  $1,455,276   $1,364,986   $90,290   6.6

%

 $716,850  $540,613  $176,237  32.6

%

  

Nine Months Ended

 

(Dollars in thousands)

 

July 31,

2016

  

July 31,

2015

  

Dollar

Change

  

Percentage

Change

 

Homebuilding:

            

Sale of homes

 $1,823,318  $1,414,799  $408,519  28.9

%

Land sales and other revenues

 72,146  2,538  69,608  2,742.6

%

Financial services

 51,714  37,939  13,775  36.3

%

             

Total revenues

 $1,947,178  $1,455,276  $491,902  33.8

%

  

 

Homebuilding

 

For the three and nine months ended July 31, 2015,2016, sale of homes revenues decreased $11.9increased $114.2 million, or 2.2%21.7%, and increased $83.3$408.5 million or 6.3%28.9%, respectively, as compared to the same period of the prior year. These increases were primarily due to the number of home deliveries increasing 11.8% and 21.5% for the three and nine months ended July 31, 2016, respectively, as compared to the prior year periods along with increases in the average price per home. The decrease foraverage price per home increased to $407,000 in the three months ended July 31, 2015 was primarily due to a 3.8% decrease in the number of homes delivered, partially offset by a 1.7% increase in average price per home when compared to the three months ended July 31, 2014. The increase for the nine months ended July 31, 2015 was primarily due to the 5.0% increase in average price per home and a 1.2% increase in the number of homes delivered compared to the nine months ended July 31, 2014. The average price per home increased to2016 from $374,000 in the three months ended July 31, 2015 from $367,000 in the three months ended July 31, 2014.2015. The average price per home increased to $397,000 in the nine months ended July 31, 2016 from $374,000 in the nine months ended July 31, 2015 from $356,000 in the nine months ended July 31, 2014.2015. The fluctuations in average prices were primarily a result of changes in the geographic and community mix of our deliveries as opposed to home price increases (which we increase or decrease in communities depending on the respective community’scommunity's performance). Our ability to raise prices during the first three quarters of fiscal 20152016 was limited because in order to increase our sales pace per community, we lowered prices or increased incentives in certain of our communities, especially with respect to specs.certain started unsold homes. Land sales are ancillary to our homebuilding operations and are expected to continue in the future but may significantly fluctuate up or down. For further details on the decreaseincrease in land sales and other revenues, see the section titled “Land Sales and Other Revenues” below.

 

  

Information on homes delivered by segment is set forth below:

 

 

Three Months Ended July 31,

  

Nine months Ended July 31,

  

Three Months Ended July 31,

  

Nine Months Ended July 31,

 

(Dollars in thousands)

 

2015

  

2014

  

% Change

  

2015

  

2014

  

% Change

  

2016

  

2015

  

% Change

  

2016

  

2015

  

% Change

 
                                          

Northeast:

                                          

Dollars

  $36,109   $60,165   (40.0

)%

  $125,873   $178,848   (29.6

)%

 $66,308  $36,109  83.6

%

 $192,659  $125,873  53.1

%

Homes

  78   128   (39.1

)%

  244   368   (33.7

)%

 136  78  74.4

%

 395  244  61.9

%

                                          

Mid-Atlantic:

                                          

Dollars

  $113,886   $89,834   26.8

%

  $270,899   $218,615   23.9

%

 $111,579  $113,886  (2.0

)%

 $295,004  $270,899  8.9

%

Homes

  243   187   29.9

%

  598   457   30.9

%

 228  243  (6.2

)%

 628  598  5.0

%

                                          

Midwest:

                                          

Dollars

  $82,618   $55,392   49.2

%

  $220,243   $147,754   49.1

%

 $56,643  $82,618  (31.4

)%

 $225,276  $220,243  2.3

%

Homes

  253   190   33.2

%

  674   526   28.1

%

 193  253  (23.7

)%

 706  674  4.7

%

                                          

Southeast:

                                          

Dollars

  $57,294   $55,403   3.4

%

  $144,333   $145,323   (0.7

)%

 $56,471  $57,294  (1.4

)%

 $146,895  $144,333  1.8

%

Homes

  176   179   (1.7

)%

  455   474   (4.0

)%

 145  176  (17.6

)%

 417  455  (8.4

)%

                                          

Southwest:

                                          

Dollars

  $203,075   $200,788   1.1

%

  $559,659   $493,087   13.5

%

 $248,228  $203,075  22.2

%

 $725,721  $559,659  29.7

%

Homes

  568   650   (12.6

)%

  1,577   1,642   (4.0

)%

 671  568  18.1

%

 1,954  1,577  23.9

%

                                          

West:

                                          

Dollars

  $33,174   $76,425   (56.6

)%

  $93,792   $147,863   (36.6

)%

 $101,157  $33,174  204.9

%

 $237,763  $93,792  153.5

%

Homes

  90   130   (30.8

)%

  232   268   (13.4

)%

 201  90  123.3

%

 494  232  112.9

%

                                          

Consolidated total:

                                          

Dollars

  $526,156   $538,007   (2.2

)%

  $1,414,799   $1,331,490   6.3

%

 $640,386  $526,156  21.7

%

 $1,823,318  $1,414,799  28.9

%

Homes

  1,408   1,464   (3.8

)%

  3,780   3,735   1.2

%

 1,574  1,408  11.8

%

 4,594  3,780  21.5

%

                                          

Unconsolidated joint ventures

                                          

Dollars

  $27,286   $27,383   (0.4

)%

  $82,190   $105,370   (22.0

)%

 $30,714  $27,286  12.6

%

 $76,477  $82,190  (7.0

)%

Homes

  67   85   (21.2

)%

  204   283   (27.9

)%

 53  67  (20.9

)%

 146  204  (28.4

)%

                                          

Totals:

                                          

Dollars

  $553,442   $565,390   (2.1

)%

  $1,496,989   $1,436,860   4.2

%

 $671,100  $553,442  21.3

%

 $1,899,795  $1,496,989  26.9

%

Homes

  1,475   1,549   (4.8

)%

  3,984   4,018   (0.8

)%

 1,627  1,475  10.3

%

 4,740  3,984  19.0

%

  

 

As discussed above, the overall decreaseincrease in housing revenues during the three months ended July 31, 2015 as compared to the same period of the prior year was primarily attributed to the decrease in the number of homes delivered. The overall increase in housing revenues during theand nine months ended July 31, 20152016 as compared to the same period of the prior year was primarily attributed to an increase in the volume of deliveries, along with an increase in average sales price.

 

 

An important indicator of our future results are recently signed contracts and our home contract backlog for future deliveries. Our sales contracts and homes in contract backlog by segment are set forth below:

 

 Net Contracts (1) for the  Net Contracts (1) for the  Contract Backlog as of  

Net Contracts (1) for the

  

Net Contracts (1) for the

  

Contract Backlog as of

 
 Three Months Ended July 31,  Nine Months Ended July 31,  July 31,  

Three Months Ended July 31,

  

Nine Months Ended July 31,

  

July 31,

 

(Dollars in thousands)

 

2015

  

2014

  

2015

  

2014

  

2015

  

2014

  

2016

  

2015

  

2016

  

2015

  

2016

  

2015

 
                                          

Northeast:

                                          

Dollars

  $69,410   $64,356   $195,879   $191,880   $143,333   $118,038  $61,945  $69,410  $176,456  $195,879  $130,800  $143,333 

Homes

  137   117   384   374   286   226  128  137  362  384  260  286 
                                          

Mid-Atlantic:

                                          

Dollars

  $115,164   $91,701   $334,115   $282,533   $252,139   $205,087  $97,338  $115,164  $368,603  $334,115  $312,698  $252,139 

Homes

  242   208   700   611   473   425  208  242  753  700  566  473 
                                          

Midwest:(2)

                                          

Dollars

  $70,578   $72,287   $243,366   $185,920   $211,718   $188,882  $49,260  $70,578  $184,496  $243,366  $128,381  $211,718 

Homes

  186   219   705   616   696   695  176  186  599  705  464  696 
                                          

Southeast:(3)

                                          

Dollars

  $54,776   $39,855   $173,891   $133,540   $110,628   $86,873  $59,242  $54,776  $234,166  $173,891  $159,489  $110,628 

Homes

  176   132   554   427   331   261  142  176  560  554  355  331 
                                          

Southwest:

                                          

Dollars

  $248,907   $204,460   $733,393   $632,528   $469,054   $355,807  $225,929  $248,907  $696,915  $733,393  $393,906  $469,054 

Homes

  656   593   1,955   1,935   1,148   970  638  656  1,929  1,955  1,008  1,148 
                                          

West:

                                          

Dollars

  $60,573   $44,686   $142,661   $168,243   $77,480   $70,906  $99,284  $60,573  $317,862  $142,661  $186,986  $77,480 

Homes

  136   88   350   295   163   113  175  136  607  350  316  163 
                                          

Consolidated total:

                                          

Dollars

  $619,408   $517,345   $1,823,305   $1,594,644   $1,264,352   $1,025,593  $592,998  $619,408  $1,978,498  $1,823,305  $1,312,260  $1,264,352 

Homes

  1,533   1,357   4,648   4,258   3,097   2,690  1,467  1,533  4,810  4,648  2,969  3,097 
                                          

Unconsolidated joint ventures

                                          

Dollars

  $75,225   $25,601   $143,438   $107,137   $110,372   $87,702  $40,275  $75,225  $112,530  $143,438  $168,135  $110,372 

Homes

  125   67   270   275   178   217  70  125  181  270  263  178 
                                          

Totals:

                                          

Dollars

  $694,633   $542,946   $1,966,743   $1,701,781   $1,374,724   $1,113,295  $633,273  $694,633  $2,091,028  $1,966,743  $1,480,395  $1,374,724 

Homes

  1,658   1,424   4,918   4,533   3,275   2,907  1,537  1,658  4,991  4,918  3,232  3,275 

 

(1) Net contracts are defined as new contracts executed during the period for the purchase of homes, less cancellations of contracts in the same period.

 

(2) The Midwest net contracts include 4 homes and 65 homes, respectively, and $1.9 million and $27.4 million, respectively, for the three and nine months ended July 31, 2016, and 53 homes and 192 homes, respectively, and $21.8 million and $75.2 million, respectively, for the three and nine months ended July 31, 2015 from Minneapolis, MN. Contract backlog as of July 31, 2016 reflects the reduction of 64 homes and $24.1 million, related to the sale of our land portfolio in Minneapolis, MN.

(3) The Southeast net contracts include 70 homes and $31.6 million for the nine months ended July 31, 2016, and 25 homes and 99 homes, respectively, and $7.8 million and $30.2 million, respectively, for the three and nine months ended July 31, 2015 for Raleigh, NC. There were no net contracts for Raleigh, NC, for the three months ended July 31, 2016. Contract backlog as of July 31, 2016 reflects the reduction of 67 homes and $33.7 million related to the sale of our land portfolio in Raleigh, NC.

  

In the first three quarters of fiscal 2015,2016, our open for sale community count increaseddecreased to 206174 from 201219 at October 31, 2014, which is2015, partially due to the net resultsale of opening 7410 communities (related to the sale of our land portfolios in our Minneapolis, MN and Raleigh, NC divisions), along with the contribution of four communities to a new joint venture during the period. In addition, we opened 56 new communities and closing 69closed 87 communities since the beginning of fiscal 2015.2016. Our reported level of sales contracts (net of cancellations) has been impacted by an increase in the sales pace per community in most of the Company’s segments infor the three and nine months ended July 31, 20152016 as compared to the same period inof the prior year. Net contracts per average active selling community for the three months ended July 31, 2015 was 7.4 compared to 6.9 for the same period in the prior year and net contracts per average active selling community for the nine months ended July 31, 20152016 was 22.923.9 compared to 21.922.9 for the same period of the prior year. Net contracts per active selling community increased to 8.4 for the three months ended July 31, 2016 from 7.4 for the three months ended July 31, 2015.

 

 

Cancellation rates represent the number of cancelled contracts in the quarter divided by the number of gross sales contracts executed in the quarter. For comparison, the following are historical cancellation rates, excluding unconsolidated joint ventures:

 

Quarter

 

2015

  

2014

  

2013

  

2012

  

2011

  

2016

  

2015

  

2014

  

2013

  

2012

 
                                   

First

  16%   18%   16%   21%   22%  20%  16%  18%  16%  21% 

Second

  16%   17%   15%   16%   20%  19%  16%  17%  15%  16% 

Third

  20%   22%   17%   20%   18%  21%  20%  22%  17%  20% 

Fourth

      22%   23%   23%   21%     20%  22%  23%  23% 

 

Another common and meaningful way to analyze our cancellation trends is to compare the number of contract cancellations as a percentage of beginning backlog. The following table provides this historical comparison, excluding unconsolidated joint ventures:

 

Quarter

 

2015

  

2014

  

2013

  

2012

  

2011

  

2016

  

2015

  

2014

  

2013

  

2012

 
                                   

First

  11%   11%   12%   18%   18%  13%  11%  11%  12%  18% 

Second

  14%   17%   15%   21%   22%  14%  14%  17%  15%  21% 

Third

  13%   13%   12%   18%   20%  12%  13%  13%  12%  18% 

Fourth

      14%   14%   18%   18%     12%  14%  14%  18% 

 

Most cancellations occur within the legal rescission period, which varies by state but is generally less than two weeks after the signing of the contract. Cancellations also occur as a result of a buyer’s failure to qualify for a mortgage, which generally occurs during the first few weeks after signing. As shown in the tables above, contract cancellations over the past several years have been within what we believe to be a normal range. However, market conditions remainare uncertain and it is difficult to predict what cancellation rates will be in the future.

 

 

Total cost of sales on our Condensed Consolidated Statements of Operations includes expenses for consolidated housing and land and lot sales, including inventory impairment loss and land option write-offs (defined as “land charges” in the tables below). A breakout of such expenses for housing sales and housing gross margin is set forth below:

 

  

Three Months Ended

July 31,

  

Nine months Ended

July 31,

 

(Dollars in thousands)

 

2015

  

2014

  

2015

  

2014

 
                 

Sale of homes

  $526,156   $538,007   $1,414,799   $1,331,490 
                 

Cost of sales, net of impairment reversalsand excluding interest

  432,625   423,488   1,168,874   1,061,880 
                 

Homebuilding gross margin, beforecost of sales interest expense andland charges

  93,531   114,519   245,925   269,610 
                 

Cost of sales interest expense,excluding land sales interest expense

  16,323   15,757   39,615   37,247 
                 

Homebuilding gross margin, after costof sales interest expense, beforeland charges

  77,208   98,762   206,310   232,363 
                 

Land charges

  1,077   741   7,618   1,927 
                 

Homebuilding gross margin, after costof sales interest expense and land charges

  $76,131   $98,021   $198,692   $230,436 
                 

Gross margin percentage, before costof sales interest expense and land charges

  17.8

%

  21.3

%

  17.4

%

  20.2

%

                 

Gross margin percentage, after cost ofsales interest expense, before land charges

  14.7

%

  18.4

%

  14.6

%

  17.5

%

                 

Gross margin percentage, after cost ofsales interest expense and land charges

  14.5

%

  18.2

%

  14.0

%

  17.3

%

  

Three Months Ended

July 31,

  

Nine Months Ended

July 31,

 

(Dollars in thousands)

 

2016

  

2015

  

2016

  

2015

 
             

Sale of homes

 $640,386  $526,156  $1,823,318  $1,414,799 
             

Cost of sales, net of impairment reversals and excluding interest expense and land charges

 532,116  432,625  1,521,704  1,168,874 
             

Homebuilding gross margin, before cost of sales interest expense and land charges

 108,270  93,531  301,614  245,925 
             

Cost of sales interest expense, excluding land sales interest expense

 23,108  16,323  61,291  39,615 
             

Homebuilding gross margin, after cost of sales interest expense, before land charges

 85,162  77,208  240,323  206,310 
             

Land charges

 1,565  1,077  22,915  7,618 
             

Homebuilding gross margin, after cost of sales interest expense and land charges

 $83,597  $76,131  $217,408  $198,692 
             

Gross margin percentage, before cost of sales interest expense and land charges

 16.9

%

 17.8

%

 16.5

%

 17.4

%

             

Gross margin percentage, after cost of sales interest expense, before land charges

 13.3

%

 14.7

%

 13.2

%

 14.6

%

             

Gross margin percentage, after cost of sales interest expense and land charges

 13.1

%

 14.5

%

 11.9

%

 14.0

%

 

 

Cost of sales expenses as a percentage of consolidated home sales revenues are presented below:

 

 

Three Months Ended

July 31,

  

Nine months Ended

July 31,

  

Three Months Ended

July 31,

  

Nine Months Ended

July 31,

 
 

2015

  

2014

  

2015

  

2014

  

2016

  

2015

  

2016

  

2015

 
                            

Sale of homes

  100

%

  100

%

  100

%

  100

%

 100

%

 100

%

 100

%

 100

%

                            

Cost of sales, net of impairment reversalsand excluding interest:

                

Cost of sales, net of impairment reversals and excluding interest expense and land charges:

            

Housing, land and development costs

  72.0

%

  69.6

%

  71.9

%

  69.9

%

 73.3

%

 72.0

%

 73.4

%

 71.9

%

Commissions

  3.5

%

  3.4

%

  3.6

%

  3.4

%

 3.4

%

 3.5

%

 3.4

%

 3.6

%

Financing concessions

  1.4

%

  1.2

%

  1.4

%

  1.3

%

 1.3

%

 1.4

%

 1.4

%

 1.4

%

Overheads

  5.3

%

  4.5

%

  5.7

%

  5.2

%

 5.1

%

 5.3

%

 5.3

%

 5.7

%

Total cost of sales, before interestexpense and land charges

  82.2

%

  78.7

%

  82.6

%

  79.8

%

Gross margin percentage, before cost ofsales interest expense and land charges

  17.8

%

  21.3

%

  17.4

%

  20.2

%

            

Total cost of sales, before interest expense and land charges

 83.1

%

 82.2

%

 83.5

%

 82.6

%

Gross margin percentage, before cost of sales interest expense and land charges

 16.9

%

 17.8

%

 16.5

%

 17.4

%

                            

Cost of sales interest

  3.1

%

  2.9

%

  2.8

%

  2.7

%

 3.6

%

 3.1

%

 3.3

%

 2.8

%

Gross margin percentage, after cost ofsales interest expense and before land charges

  14.7

%

  18.4

%

  14.6

%

  17.5

%

Gross margin percentage, after cost of sales interest expense and before land charges

 13.3

%

 14.7

%

 13.2

%

 14.6

%

  

 

We sell a variety of home types in various communities, each yielding a different gross margin. As a result, depending on the mix of communities delivering homes, consolidated gross margin may fluctuate up or down. Total homebuilding gross margin percentage before interest expense and land impairment and option write-off charges, decreased to 17.8%16.9% during the three months ended July 31, 20152016 compared to 21.3%17.8% for the same period last year and decreased to 17.4%16.5% during the nine months ended July 31, 20152016 compared to 20.2%17.4% for the same period last year. In the first and second quarters of fiscal 2015 we significantly discounted some of our specs to sell them. In addition, we have experienced pricing pressure since midway through fiscal 2014, leading us to increase incentives and concessions on to be built homes as well, although to a lesser extent than started unsold homes. Combined, this resulted in a decreaseThe decreases in gross margin percentage for the three and nine months ended July 31, 20152016 were primarily due to higher land and development costs as a percentage of sales of homes revenue in certain of our new communities delivering in the first nine months of fiscal 2016 compared to the same periodsperiod of the prior year. In addition, gross margin has been impacted by increased labor costs for particular trades in certain markets. For the nine months ended July 31, 20152016 and 2014,2015, gross margin was favorably impacted by the reversal of prior period inventory impairments of $25.1$42.2 million and $32.6$25.1 million, respectively, which represented 1.8%2.3% and 2.5%1.8%, respectively, of “Sale of homes” revenue.

 

Reflected as inventory impairment loss and land option write-offs in cost of sales, (“land charges”), we have written-off or written-down certain inventories totaling $1.1$1.5 million and $0.7$1.1 million for the three months ended July 31, 20152016 and 2014,2015, respectively, and $7.6$22.9 million and $1.9$7.6 million during the nine months ended July 31, 20152016 and 2014,2015, respectively, to their estimated fair value. During the three and nine months ended July 31, 2015,2016, we wrote-off residential land options and approval and engineering costs amounting to $0.2 million and $6.5 million compared to $1.1 million and $3.2 million compared to $0.6 million and $1.7 million for the three and nine months ended July 31, 2014,2015, which are included in the total land charges discussed above. When a community is redesigned or abandoned, engineering costs are written-off. Option, approval and engineering costs are written-off when a community’s pro forma profitability is not projected to produce adequate returns on the investment commensurate with the risk and we believe it is probable we will cancel the option. Such write-offs were located in each of our segments in both the first three quartersnine months of fiscal 2016 and 2015. We recorded $1.3 million of inventory impairments during the three months ended July 31, 2016, and $16.4 million and $4.4 million in inventory impairments during the nine months ended July 31, 2016 and July 31, 2015, and in our Northeast, Mid-Atlantic, Midwest, Southeast and Southwest segments in the first three quarters of fiscal 2014.respectively. We did not record any inventory impairments during the three months ended July 31, 2015 and $0.1 million of inventory impairments during the three months ended July 31, 2014, and $4.4 million in inventory impairments during the nine months ended July 31, 2015 and $0.2 million during the nine months ended July 31, 2014, levels which were lower than they had been in several years.2015. It is difficult to predict if impairment levels will remain low and, should it become necessary to further lower prices, or should the estimates or expectations used in determining estimated cash flows or fair value decrease or differ from current estimates in the future, we may need to recognize additional impairments. 

 

 

Land Sales and Other Revenues:

 

Land sales and other revenues consist primarily of land and lot sales.  A breakout of land and lot sales is set forth below:

 

 

Three Months Ended

  

Nine months Ended

  

Three Months Ended

  

Nine Months Ended

 
 

July 31,

  

July 31,

  

July 31,

  

July 31,

 

(In thousands)

 

2015

  

2014

  

2015

  

2014

  

2016

  

2015

  

2016

  

2015

 
                            

Land and lot sales

 $-  $968  $850  $2,897  $58,897  $-  $70,051  $850 

Cost of sales, excluding interest

  -   657   702   1,585  51,667  -  62,275  702 

Land and lot sales gross margin,excluding interest

  -   311   148   1,312 

Land and lot sales gross margin, excluding interest

 7,230  -  7,776  148 

Land and lot sales interest expense

  -   70   39   477  5,298  -  5,402  39 

Land and lot sales gross margin,including interest

 $-  $241  $109  $835 

Land and lot sales gross margin, including interest

 $1,932  $-  $2,374  $109 

 

Land sales are ancillary to our residential homebuilding operations and are expected to continue in the future but may significantly fluctuate up or down. Although we budget land sales, they are often dependent upon receiving approvals and entitlements, the timing of which can be uncertain. As a result, projecting the amount and timing of land sales is difficult. RevenuesRevenue associated with land sales can vary significantly due to the mix of land parcels sold. There were no19 land sales in the three months ended July 31, 20152016, resulting in $58.9 million in land sales revenue, while there were no land sales in the same period of the prior year. There were 24 land sales in the nine months ended July 31, 2016 compared to fourthree in the same period of the prior year, resulting in a decreasean increase of $1.0$69.2 million in land sales revenues. There were threerevenue. This increase was primarily due to the sale of six land salesparcels in the nine months ended July 31, 2015 compared toMidwest and ten land parcels in the same periodSoutheast in the third quarter of fiscal 2016, in connection with our previously discussed strategy to exit the prior year, resulting in a decrease of $2.0 million in land sales revenues.Minneapolis, MN and Raleigh, NC markets.

 

Land sales and other revenues decreased $1.8increased $59.9 million and $2.3$69.6 million for the three and nine months ended July 31, 20152016, respectively, compared to the same period in the prior year. Other revenues include income from contract cancellations, where the deposit has been forfeited due to contract terminations, interest income, cash discounts and miscellaneous one-time receipts. For the three and nine months ended July 31, 2015,2016, compared to the three and nine months ended July 31, 2014,2015, the decreaseincrease was mainly attributeddue to the fluctuation in land sales revenues noteddiscussed above.  

 

Homebuilding Selling, General and Administrative

 

Homebuilding selling, general and administrative expenses (“SGA”) increased $0.8 million and $9.4decreased $0.3 million for the three and nine months ended July 31, 2015, respectively,2016, compared to the same period last year mainly due to additionalthe impact of our exit of the Minneapolis, MN and Raleigh, NC markets. SGA increased $3.3 million for the nine months ended July 31, 2016 compared to the same period last year mainly due to increases in sales and other compensation, related to increased headcount related costs,and increased compensation reflective of the competitive homebuilding market, increased advertising costs and increased architectural expense, all related to recent and expected future community count growth as well as athat occurred at the end of fiscal 2015, and the reduction of joint venture management fees received, which offset general and administrative expenses, as a result of fewer joint venture deliveries. These increases were partially offset by the decrease from the impact of our exit from the Minneapolis, MN and Raleigh, NC markets in the third quarter of fiscal 2016, discussed above. SGA as a percentage of homebuilding revenues was 7.4% and 8.2% for the three and nine months ended July 31, 2016 compared to 9.9% and 10.7% for the three and nine months ended July 31, 2015, respectively, compared2015. These improvements are a result of increased deliveries and our ability to 9.5% and 10.7% for the three and nine months ended July 31, 2014, respectively. These increases in costs are expected as we continue to grow our community count, which increased from 196 to 206 from July 31, 2014 to July 31, 2015. However as we begin to deliver homes from the newer communities,leverage fixed SGA as a percentage of homebuilding revenues should decline.  costs.

 


HOMEBUILDING OPERATIONS BY SEGMENT

Segment Analysis

  

Three Months Ended July 31,

 

(Dollars in thousands, except average sales price)

 

2015

  

2014

  

Variance

  

Variance %

 
                 

Northeast

                

Homebuilding revenue

  $36,209   $60,531   $(24,322

)

  (40.2

)%

Loss before income taxes

  $(4,008

)

  $(1,971

)

  $(2,037

)

  (103.3

)%

Homes delivered

  78   128   (50

)

  (39.1

)%

Average sales price

  $462,932   $470,041   $(7,109

)

  (1.5

)%

                 

Mid-Atlantic

                

Homebuilding revenue

  $113,992   $90,123   $23,869   26.5

%

Income before income taxes

  $5,440   $5,397   $43   0.8

%

Homes delivered

  243   187   56   29.9

%

Average sales price

  $468,670   $480,393   $(11,723

)

  (2.4

)%

                 

Midwest

                

Homebuilding revenue

  $82,325   $55,423   $26,902   48.5

%

Income before income taxes

  $3,120   $4,971   $(1,851

)

  (37.2

)%

Homes delivered

  253   190   63   33.2

%

Average sales price

  $326,554   $291,534   $35,020   12.0

%

                 

Southeast

                

Homebuilding revenue

  $57,329   $55,449   $1,880   3.4

%

(Loss) income before income taxes

  $(1,225

)

  $2,244   $(3,469

)

  (154.6

)%

Homes delivered

  176   179   (3

)

  (1.7

)%

Average sales price

  $325,534   $309,515   $16,019   5.2

%

                 

Southwest

                

Homebuilding revenue

  $203,249   $201,906   $1,343   0.7

%

Income before income taxes

  $17,170   $22,178   $(5,008

)

  (22.6

)%

Homes delivered

  568   650   (82

)

  (12.6

)%

Average sales price

  $357,526   $308,905   $48,621   15.7

%

                 

West

                

Homebuilding revenue

  $33,180   $76,521   $(43,341

)

  (56.6

)%

(Loss) income before income taxes

  $(3,973

)

  $11,091   $(15,064

)

  (135.8

)%

Homes delivered

  90   130   (40

)

  (30.8

)%

Average sales price

  $368,598   $587,883   $(219,285

)

  (37.3

)%

 

  

Nine Months Ended July 31,

 

(Dollars in thousands, except average sales price)

 

2015

  

2014

  

Variance

  

Variance %

 
                 

Northeast

                

Homebuilding revenue

  $126,213   $179,529   $(53,316

)

  (29.7

)%

Loss before income taxes

  $(10,973

)

  $(10,791

)

  $(182

)

  (1.7

)%

Homes delivered

  244   368   (124

)

  (33.7

)%

Average sales price

  $515,872   $486,000   $29,872   6.1

%

                 

Mid-Atlantic

                

Homebuilding revenue

  $271,954   $219,378   $52,576   24.0

%

Income before income taxes

  $10,439   $9,772   $667   6.8

%

Homes delivered

  598   457   141   30.9

%

Average sales price

  $453,010   $478,370   $(25,360

)

  (5.3

)%

                 

Midwest

                

Homebuilding revenue

  $220,020   $147,884   $72,136   48.8

%

Income before income taxes

  $8,041   $10,687   $(2,646

)

  (24.8

)%

Homes delivered

  674   526   148   28.1

%

Average sales price

  $326,769   $280,902   $45,867   16.3

%

                 

Southeast

                

Homebuilding revenue

  $144,498   $146,613   $(2,115

)

  (1.4

)%

(Loss) income before income taxes

  $(3,583

)

  $6,990   $(10,573

)

  (151.3

)%

Homes delivered

  455   474   (19

)

  (4.0

)%

Average sales price

  $317,215   $306,589   $10,626   3.5

%

                 

Southwest

                

Homebuilding revenue

  $560,863   $495,116   $65,747   13.3

%

Income before income taxes

  $42,517   $48,259   $(5,742

)

  (11.9

)%

Homes delivered

  1,577   1,642   (65

)

  (4.0

)%

Average sales price

  $354,888   $300,297   $54,591   18.2

%

                 

West

                

Homebuilding revenue

  $93,895   $147,979   $(54,084

)

  (36.5

)%

(Loss) income before income taxes

  $(15,309

)

  $12,829   $(28,138

)

  (219.3

)%

Homes delivered

  232   268   (36

)

  (13.4

)%

Average sales price

  $404,278   $551,729   $(147,451

)

  (26.7

)%

HOMEBUILDING OPERATIONS BY SEGMENT

Segment Analysis

  

Three Months Ended July 31,

 

(Dollars in thousands, except average sales price)

 

2016

  

2015

  

Variance

  

Variance %

 
             

Northeast

            

Homebuilding revenue

 $69,989  $36,209  $33,780  93.3

%

Loss before income taxes

 $(995

)

 $(4,008

)

 $3,013  75.2

%

Homes delivered

 136  78  58  74.4

%

Average sales price

 $487,558  $462,932  $24,626  5.3

%

             

Mid-Atlantic

            

Homebuilding revenue

 $111,739  $113,992  $(2,253

)

 (2.0

)%

Income before income taxes

 $3,467  $5,440  $(1,973

)

 (36.3

)%

Homes delivered

 228  243  (15

)

 (6.2

)%

Average sales price

 $489,382  $468,670  $20,712  4.4

%

             

Midwest

            

Homebuilding revenue

 $72,581  $82,325  $(9,744

)

 (11.8

)%

(Loss) income before income taxes

 $(2,452

)

 $3,120  $(5,572

)

 (178.6

)%

Homes delivered

 193  253  (60

)

 (23.7

)%

Average sales price

 $293,487  $326,554  $(33,067

)

 (10.1

)%

             

Southeast

            

Homebuilding revenue

 $96,323  $57,329  $38,994  68.0

%

Loss before income taxes

 $(5,621

)

 $(1,225

)

 $(4,396

)

 (358.9

)%

Homes delivered

 145  176  (31

)

 (17.6

)%

Average sales price

 $389,458  $325,534  $63,924  19.6

%

             

Southwest

            

Homebuilding revenue

 $248,546  $203,249  $45,297  22.3

%

Income before income taxes

 $20,532  $17,170  $3,362  19.6

%

Homes delivered

 671  568  103  18.1

%

Average sales price

 $369,937  $357,526  $12,411  3.5

%

             

West

            

Homebuilding revenue

 $101,158  $33,180  $67,978  204.9

%

Income (loss) before income taxes

 $3,297  $(3,973

)

 $7,270  183.0

%

Homes delivered

 201  90  111  123.3

%

Average sales price

 $503,269  $368,598  $134,671  36.5

%

 


  

Nine Months Ended July 31,

 

(Dollars in thousands, except average sales price)

 

2016

  

2015

  

Variance

  

Variance %

 
             

Northeast

            

Homebuilding revenue

 $196,539  $126,213  $70,326  55.7

%

Loss before income taxes

 $(4,945

)

 $(10,973

)

 $6,028  54.9

%

Homes delivered

 395  244  151  61.9

%

Average sales price

 $487,743  $515,872  $(28,129

)

 (5.5

)%

             

Mid-Atlantic

            

Homebuilding revenue

 $295,546  $271,954  $23,592  8.7

%

Income before income taxes

 $7,161  $10,439  $(3,278

)

 (31.4

)%

Homes delivered

 628  598  30  5.0

%

Average sales price

 $469,751  $453,010  $16,741  3.7

%

             

Midwest

            

Homebuilding revenue

 $249,132  $220,020  $29,112  13.2

%

(Loss) income before income taxes

 $(8,034

)

 $8,041  $(16,075

)

 (199.9

)%

Homes delivered

 706  674  32  4.7

%

Average sales price

 $319,088  $326,769  $(7,681

)

 (2.4

)%

             

Southeast

            

Homebuilding revenue

 $186,873  $144,498  $42,375  29.3

%

Loss before income taxes

 $(14,710

)

 $(3,583

)

 $(11,127

)

 (310.5

)%

Homes delivered

 417  455  (38

)

 (8.4

)%

Average sales price

 $352,268  $317,215  $35,053  11.1

%

             

Southwest

            

Homebuilding revenue

 $729,606  $560,863  $168,743  30.1

%

Income before income taxes

 $55,392  $42,517  $12,875  30.3

%

Homes delivered

 1,954  1,577  377  23.9

%

Average sales price

 $371,403  $354,888  $16,515  4.7

%

             

West

            

Homebuilding revenue

 $237,831  $93,895  $143,936  153.3

%

Loss before income taxes

 $(6,989

)

 $(15,309

)

 $8,320  54.3

%

Homes delivered

 494  232  262  112.9

%

Average sales price

 $481,301  $404,278  $77,023  19.1

%

Homebuilding Results by Segment

 

Northeast -Homebuilding revenues decreased 40.2%increased 93.3% for the three months ended July 31, 20152016 compared to the same period of the prior year. The decreaseincrease for the three months ended July 31, 20152016 was attributed to a 39.1% decrease74.4% increase in homes delivered and a 1.5%5.3% increase in average sales price due to the mix of communities delivering in the three months ended July 31, 2016 compared to the same period of fiscal 2015. Also impacting the increase was a $3.6 million increase in land sales and other revenue.

Loss before income taxes decreased $3.0 million compared to the prior year to a loss of $1.0 million for the three months ended July 31, 2016. This lower loss was mainly due to the increase in homebuilding revenue discussed above and a $0.7 million decrease in selling, general and administrative costs. Gross margin percentage before interest expense for the period was relatively flat compared to the same period of the prior year.

Homebuilding revenues increased 55.7% for the nine months ended July 31, 2016 compared to the same period of the prior year. The increase was attributed to a 61.9% increase in homes delivered partially offset by a 5.5% decrease in average sales price due to the mix of communities delivering along with pricing pressure in certain communities, in the threenine months ended July 31, 20152016 compared to the same period of fiscal 2014. 2015.

 

Loss before income taxes increased $2.0decreased $6.0 million compared to the prior year to a loss of $4.0 million for the three months ended July 31, 2015. This increase in the loss was mainly due to the decrease in homebuilding revenues discussed above and a decrease in gross margin percentage before interest expense for the three months ended July 31, 2015. The increase in loss was slightly offset by a $3.9 million decrease in selling, general and administrative costs. 

Homebuilding revenues decreased 29.7% for the nine months ended July 31, 2015 compared to the same period of the prior year. The decrease was attributed to a 33.7% decrease in homes delivered partially offset by a 6.1% increase in average sales price. The increase in average sales price was the result of the mix of communities delivering, along with pricing pressure in certain communities, in the nine months ended July 31, 2015 compared to the same period of fiscal 2014.

Loss before income taxes increased $0.2 million compared to the prior year to a loss of $11.0$4.9 million for the nine months ended July 31, 2015.This increase2016. This decrease in the loss was mainly due to the decreaseincrease in homebuilding revenuesrevenue discussed above and a slight$3.5 million decrease in selling, general and administrative costs while gross margin percentage before interest expense for the nine months ended July 31, 2015.2016 was relatively flat compared to the same period of the prior year. The increase indecreased loss was slightly offset by a $7.8$3.8 million decreaseincrease in selling, generalinventory impairment loss and administrative costs. land option write-offs.

 

Mid-Atlantic - Homebuilding revenues increased 26.5%decreased 2.0% for the three months ended July 31, 20152016 compared to the same period in the prior year. The increasedecrease was primarily due to a 29.9% increase6.2% decrease in homes delivered partially offset by a 2.4% decrease4.4% increase in average sales price for the three months ended July 31, 20152016 compared to the same period in the prior year. The decreaseincrease in average sales prices was the result of the mix of communities delivering along with pricing pressure in certain communities, in the three months ended July 31, 20152016 compared to the same period of fiscal 2014. 2015.

 

Income before income taxes increased less than $0.1decreased $2.0 million compared to the prior year to $5.4$3.5 million for the three months ended July 31, 2015. This increase was mainly2016 primarily due to the increasedecrease in homebuilding revenues discussed above and a $0.4 million decrease in selling, general and administrative costs.This increase was partially offset by a slight decrease in gross margin percentage before interest expense for the three months ended July 31, 2015.2016.

 

Homebuilding revenues increased 24.0%8.7% for the nine months ended July 31, 20152016 compared to the same period in the prior year. The increase was primarily due to a 30.9%5.0% increase in homes delivered partially offset byas well as a 5.3% decrease3.7% increase in average sales price for the nine months ended July 31, 2015.2016. The decreaseincrease in average sales pricesprice was the result of the mix of communities delivering along with pricing pressure in certain communities, in the nine months ended July 31, 20152016 compared to the same period of fiscal 2014. The increase in homebuilding revenues was also slightly impacted by a $0.3 million increase in land sales and other revenue.2015.

 

Income before income taxes increased $0.7decreased $3.3 million compared to the prior year to $10.4$7.2 million for the nine months ended July 31, 20152016 due primarily to a $2.9 million decrease in income from unconsolidated joint ventures, along with a slight decrease in gross margin percentage before interest expense. Partially offsetting the decrease was the increase in homebuilding revenues discussed above and a$0.6a $2.0 million increase in income from unconsolidated joint ventures. Partially offsetting this increase was a $1.9 million increasedecrease in selling, general and administrative costs and a $0.8 million increase in inventory impairments and land option write-offs for the nine months ended July 31, 20152016 compared to the same period of the prior year while gross margin percentage before interest expense was relatively flat.year.

 

Midwest - Homebuilding revenues increased 48.5%decreased 11.8% for the three months ended July 31, 20152016 compared to the same period in the prior year. The decrease was due to a 23.7% decrease in homes delivered and a 10.1% decrease in average sales price for the three months ended July 31, 2016. The decrease in average sales price was the result of the mix of communities delivering in the three months ended July 31, 2016 compared to the same period of fiscal 2015. Partially offsetting this decrease was a $16.2 million increase in land sales and other revenue primarily due to the sale of our land portfolio in our Minneapolis, MN division during the period.

Income before income taxes decreased $5.6 million to a loss of $2.5 million for the three months ended July 31, 2016 compared to the same period in the prior year. The decrease in the income for the three months ended July 31, 2016 was primarily due to the decrease in homebuilding revenue discussed above and a decrease in gross margin percentage before interest expense for the period, partially offset by an improvement in SGA due to the sale of our land portfolio in our Minneapolis, MN division.

Homebuilding revenues increased 13.2% for the nine months ended July 31, 2016 compared to the same period in the prior year. The increase was primarily due to a 33.2%$24.1 million increase in land sales and other revenue mainly due to the sale of our land portfolio in our Minneapolis, MN division during the period, along with a 4.7% increase in homes delivered, andpartially offset by a 12.0% increase2.4% decrease in average sales price for the threenine months ended July 31, 2015.2016. The increaseslight decrease in average sales price was the result of the mix of communities delivering along with pricing pressure in certain communities, in the threenine months ended July 31, 20152016 compared to the same period of fiscal 2014. 2015.

  

Income before income taxes decreased $1.9$16.1 million compared to $3.1the prior year to a loss of $8.0 million for the threenine months ended July 31, 2015 compared to the same period in the prior year.2016. The decrease in income for the threenine months ended July 31, 20152016 was primarily due to a $3.0an $11.3 million increase in selling, generalinventory impairment loss and administrative costs andland option write-offs, due to the sale of our land portfolio in our Minneapolis, MN division during the period, along with a decrease in gross margin percentage before interest expense for the period, partially offset by the increasean improvement in homebuilding revenues discussed above.

Homebuilding revenues increased 48.8% for the nine months ended July 31, 2015 comparedSGA due to the same periodsale of our land portfolio in the prior year. The increase was primarily due to a 28.1% increase in homes delivered and a 16.3% increase in average sales price for the nine months ended July 31, 2015. The increase in average sales price was the result of the mix of communities delivering, along with pricing pressure in certain communities, in the nine months ended July 31, 2015 compared to the same period of fiscal 2014.

Income before income taxes decreased $2.6 million compared to the prior year to $8.0 million for the nine months ended July 31, 2015. The decrease in income for the nine months ended July 31, 2015 was primarily due to an $8.2 million increase in selling, general and administrative costs and a decrease in gross margin percentage before interest expense for the period, partially offset by the increase in homebuilding revenues discussed above.our Minneapolis, MN division.

 

 Southeast - Homebuilding revenues increased 3.4%68.0% for the three months ended July 31, 20152016 compared to the same period in the prior year. The increase for the three months ended July 31, 20152016 was attributedprimarily due to a $39.8 million increase in land sales and other revenue mainly due to the 5.2%sale of our land portfolio in our Raleigh, NC division during the period, along with a 19.6% increase in average sales price, aspartially offset by a 17.6% decrease in homes delivered. The increase in average sales price was the result of the different mix of communities delivering along with pricing pressure in certain communities, in the three months ended July 31, 20152016 compared to the same period of fiscal 2014, offset slightly by a 1.7% decrease in homes delivered.2015.

 

IncomeLoss before income taxes decreased $3.5increased $4.4 million compared to a loss of $1.2the prior year to $5.6 million for the three months ended July 31, 20152016 primarily due to the decrease in homebuilding revenues discussed above, a $1.1$1.5 million increase in selling, general and administrative costs, a $1.0 million increase in inventory impairment loss and byland option write-offs and a slight$1.3 million decrease in income from unconsolidated joint ventures to a loss as compared to the prior period, while gross margin percentage before interest expense.expense remained flat.

 

Homebuilding revenues decreased 1.4%increased 29.3% for the nine months ended July 31, 20152016 compared to the same period in the prior year. The decreaseincrease for the nine months ended July 31, 20152016 was attributedprimarily due to a $39.8 million increase in land sales and other revenue mainly due to the 4.0% decreasesale of our land portfolio in homes delivered, partially offset by a 3.5%our Raleigh, NC division during the period, along with an 11.1% increase in average sales price.price, partially offset by an 8.4% decrease in homes delivered. The increase in average sales price was primarily due to the different mix of communities delivering along with pricing pressure in certain communities, in the nine months ended July 31, 20152016 compared to the same period of fiscal 2014. In addition, there was a $1.1 million decrease in land sales and other revenue for the nine months ended July 31, 2015 compared to the same period prior year.2015.

 

IncomeLoss before income taxes decreased $10.6increased $11.1 million compared to the prior year to a loss of $3.6$14.7 million for the nine months ended July 31, 2015.2016. The decreaseincrease for the nine months ended July 31, 20152016 was primarily due to the decrease in homebuilding revenue discussed above, along with a $3.1$4.7 million increase in selling, general and administrative costs, a $1.2$0.7 million increase in inventory impairmentsimpairment loss and land option write-offs, a $2.0 million decrease in income from unconsolidated joint ventures to a loss and a slight decrease in gross margin percentage before interest expense for the period compared to the same period of the prior year.

 

Southwest - Homebuilding revenues increased 0.7%22.3% for the three months ended July 31, 20152016 compared to the same period in the prior year. The increase in homebuilding revenues was primarily due to an 18.1% increase in homes delivered for the three months ended July 31, 2016. The increase was also due to a 3.5% increase in average sales price, which was the result of the different mix of communities delivering in the three months ended July 31, 2016 compared to the same period of fiscal 2015.

Income before income taxes increased $3.4 million to $20.5 million for the three months ended July 31, 2016.  The increase was primarily due to the increase in homebuilding revenue discussed above. This increase was slightly offset by a $1.1 million increase in selling, general and administrative costs, while gross margin percentage before interest expense was flat for the three months ended July 31, 2016 compared to the same period of the prior year.

Homebuilding revenues increased 30.1% for the nine months ended July 31, 2016 compared to the same period in the prior year. The increase was primarily due to a 15.7%23.9% increase in homes delivered and a 4.7% increase in average sales price which wasfor the nine months ended July 31, 2016, as a result of the different mix of communities delivering along with pricing pressure in certain communities, in the threenine months ended July 31, 20152016 compared to the same period of fiscal 2014. The increase in homebuilding revenues was partially offset by a 12.6% decrease in homes delivered for the three months ended July 31, 2015 and a $0.9 decrease in land sales and other revenue.

Income before income taxes decreased $5.0 million to $17.2 million for the three months ended July 31, 2015. The decrease was primarily due to a $0.3 million increase in selling, general and administrative costs, a $0.4 million increase in inventory impairments and land option write-offs and a slight decrease ingross margin percentage before interest expense for the three months ended July 31, 2015 compared to the same period of the prior year.

Homebuilding revenues increased 13.3% for the nine months ended July 31, 2015 compared to the same period in the prior year. TheAlso impacting this increase was primarily due to an 18.2%a $2.7 million increase in average sales price, which was the result of the different mix of communities delivering, along with pricing pressure in certain communities, in the nine months ended July 31, 2015 compared to the same period of fiscal 2014, as well as price increases, primarily in the Texas market. The increase in homebuilding revenues was partially offset by a 4.0% decrease in homes delivered for the nine months ended July 31, 2015 and a $0.8 decrease in land sales and other revenue.

 

Income before income taxes decreased $5.7increased $12.9 million compared to the prior year to $42.5$55.4 million for the nine months ended July 31, 2015.2016. The decreaseincrease was due to the increase in homebuilding revenues discussed above, partially offset by a $1.1$2.1 million increase in inventory impairments and land option write-offs and a $2.6$2.2 million increase in selling, general and administrative costs, and a slight decrease inwhile gross margin percentage before interest expense for the nine months ended July 31, 20152016 compared to the same period of the prior year partially offset by the increase in homebuilding revenues discussed above.remained flat.

 

West - Homebuilding revenues decreased 56.6%increased 204.9% for the three months ended July 31, 20152016 compared to the same period in the prior year. The decreaseincrease for the three months ended July 31, 20152016 was primarily attributed to a 30.8% decrease123.3% increase in homes delivered, andprimarily resulting from increased community count, as well as a 37.3% decrease36.5% increase in average sales price, which was due to the different mix of communities delivering in the three months ended July 31, 20152016 compared to the same period of the prior year.

 

IncomeLoss before income taxes decreased $15.1$7.3 million to a lossincome of $4.0$3.3 million for the three months ended July 31, 2015.2016. The decrease in the loss for the three months ended July 31, 20152016 was primarily due to the decreaseincrease in homebuilding revenues discussed above and a $0.6 million decrease in income from unconsolidated joint ventures. In addition, there was a decreaseslight increase in gross margin percentage before interest expense for the three months ended July 31, 20152016 compared to the same period in the prior year. This decrease in loss was partially offset by a $0.5 million increase in selling, general and administrative costs.

 

Homebuilding revenues decreased 36.5%increased 153.3% for the nine months ended July 31, 20152016 compared to the same period in the prior year. The decreaseincrease for the nine months ended July 31, 20152016 was primarily attributed to a 13.4% decrease112.9% increase in homes delivered, andprimarily resulting from increased community count, as well as a 26.7% decrease19.1% increase in average sales price, which was due to the different mix of communities delivering in the nine months ended July 31, 20152016 compared to the same period of the prior year.

  

IncomeLoss before income taxes decreased $28.1$8.3 million compared to the prior year to a loss of $15.3$7.0 million for the nine months ended July 31, 2015.2016. The decrease in the loss was due to the decreaseincrease in homebuilding revenue discussed above and a $2.0 million increasedecrease in inventory impairment loss and land option write-offs a $0.4 million increase in selling, general and administrative costs and a $2.7 million decrease in income from unconsolidated joint ventures. In addition, there was a decreaseslight increase in gross margin percentage before interest expense for the nine months ended July 31, 20152016 compared to the same period in the prior year. Partially offsetting this decrease in loss was a $4.2 million increase in selling, general and administrative costs.

 

Financial Services

 

Financial services consist primarily of originating mortgages from our homebuyers, selling such mortgages in the secondary market, and title insurance activities. We use mandatory investor commitments and forward sales of mortgage-backed securities (“MBS”) to hedge our mortgage-related interest rate exposure on agency and government loans. These instruments involve, to varying degrees, elements of credit and interest rate risk. Credit risk associated with MBS forward commitments and loan sales transactions is managed by limiting our counterparties to investment banks, federally regulated bank affiliates and other investors meeting our credit standards. Our risk, in the event of default by the purchaser, is the difference between the contract price and fair value of the MBS forward commitments. For the first nine monthsthree quarters of fiscal 20152016 and 2014,2015, Federal Housing Administration and Veterans Administration (“FHA/VA”) loans represented 27.9%25.4% and 29.3%27.9%, respectively, of our total loans. While the origination of FHA/VA loans have decreased slightly from the nine months ended July 31, 2014first three quarters of fiscal 2015 to the nine months ended July 31, 2015,first three quarters of fiscal 2016, our conforming conventional loan originations as a percentage of our total loans increased from 68.3%69.2% to 69.2%70.5% for these periods, respectively. Profits and losses relating to the sale of mortgage loans are recognized when legal control passes to the buyer of the mortgage and the sales price is collected.

  

During the three and nine months ended July 31, 2015,2016, financial services provided a $7.6 million and $25.0 million pretax profit compared to $6.1 million and $14.9 million pretax profit, respectively, compared to $3.9 million and $8.0 million of pretax profit for the same periods of fiscal 2014, respectively.2015. Revenues were up 29.3%14.8% and 32.6%36.3% and costs were up 14.3%8.2% and 12.0%16.0% for the three and nine months ended July 31, 20152016 compared to the three and nine months ended July 31, 2014, respectively. In the market areas served by our wholly owned mortgage banking subsidiaries, approximately 74.8% and 62.2% of our noncash homebuyers obtained mortgages originated by these subsidiaries ("mortgage capture rate") during the three months ended July 31, 2015, and 2014, respectively, and 73.1% and 64.3% of our noncash homebuyers obtained mortgages originated by these subsidiaries for the nine months ended July 31, 2015 and 2014, respectively. The increase in revenues was attributable to the increase in deliveries, an increase in the percentage of homebuyers that used our mortgage capture ratecompany and the average price of loans settled for the three and nine months ended July 31, 20152016 compared to the same periodsperiod in the prior year. The increase in costs was attributed to the increase in the number of loans originated for the three and nine months ended July 31, 20152016 compared to the same periodsperiod in the prior year. In the market areas served by our wholly owned mortgage banking subsidiaries, 75.9% and 74.8% of our noncash homebuyers obtained mortgages originated by these subsidiaries during the three months ended July 31, 2016 and 2015, respectively, and 75.9% and 73.1% of our noncash homebuyers obtained mortgages originated by these subsidiaries for the nine months ended July 31, 2016 and 2015, respectively. Servicing rights on new mortgages originated by us are sold with the loans.

 

Corporate General and Administrative

 

Corporate general and administrative expenses include the operations at our headquarters in Red Bank, New Jersey. These expenses include payroll, stock compensation, facility and other costs associated with our executive offices, information services, human resources, corporate accounting, training, treasury, process redesign, internal audit, construction services, and administration of insurance, quality and safety. Corporate general and administrative expenses increased slightlydecreased to $14.9 million for the three months ended July 31, 2016 compared to $15.9 million for the three months ended July 31, 2015, comparedand decreased to $15.8$43.8 million for the threenine months ended July 31, 2014, and increased2016 compared to $49.3 million for the nine months ended July 31, 2015 compared2015. The decrease in the three months ended July 31, 2016 from the prior period was primarily due to $46.8 million fora decrease in stock compensation expense resulting from lower stock prices on our more recent grants. The decrease in the nine months ended July 31, 2014. The increase in the three and nine months ended July 31, 20152016 from the prior year period was primarily attributed to increaseddecreases in reserves for self-insured medical claims based on current claim estimates and the reversal of previously recognized expense for certain performance based stock grants for which the performance metrics are no longer expected to be satisfied, along with the decrease noted above for stock compensation costs and additional professional services expenses for various corporate operations.expense resulting from lower stock prices on our more recent grants.

 

Other Interest

 

Other interest increased $2.6$0.7 million for the three months ended July 31, 20152016 compared to the three months ended July 31, 20142015 and increased $3.9decreased $2.1 million for the nine months ended July 31, 20152016 compared to the nine months ended July 31, 2014.2015. Our assets that qualify for interest capitalization (inventory under development) are less than our debt, and therefore a portion of interest not covered by qualifying assets must be directly expensed. The increase infor the three and nine months ended July 31, 20152016 was attributed to the increase in interest incurred as a result of higher debtnonrecourse mortgage balances thus more interestand increased land banking activities. The decrease in the nine months ended July 31, 2016 was requiredattributed to be directly expensed, partially offset by the reduction in directly expensed interest as our assets that qualifyqualified for interest capitalization increased within the increase in inventory.first half of fiscal 2016 were greater than the first half of fiscal 2015.

   

Other Operations

 

Other operations consist primarily of miscellaneous residential housing operations expenses, rent expense for commercial office space and amortization of prepaid bond fees and noncontrolling interest relating to consolidated joint ventures.fees. Other operations increased $0.4decreased $0.6 million to $1.5$1.0 million for the three months ended July 31, 20152016 compared to the three months ended July 31, 2014,2015 and increased $1.5decreased $1.4 million to $4.9$3.5 million for the nine months ended July 31, 20152016 compared to the nine months ended July 31, 2014.2015. The increasedecrease for the three and nine months ended July 31, 20152016 compared to the same periodperiods in the prior year was due to increaseddecreased prepaid bond fees amortization as a result of additional debt issuances.the maturity of our 11.875% Senior Notes in October 2015, 6.25% Senior Notes in January 2016, and 7.5% Senior Notes in May 2016. 

 

Total Taxes

 

The total income tax provision of $1.6 million and benefit of $4.6 million for the three and nine months ended July 31, 2016, respectively, was primarily due to deferred taxes, partially offset by state tax expenses and state tax reserves for uncertain tax positions. In addition, the nine months ended July 31, 2016 was also impacted by permanent differences between book income and taxable income as a result of the issuance of shares under a deferred compensation plan that were expensed during vesting at significantly higher value than the value at the time of issuance. The total income tax benefit of $2.3 million and $17.5 million recognized for the three and nine months ended July 31, 2015, respectively, was primarily due to deferred taxes, partially offset by state tax expenses and state tax reserves for uncertain tax positions. The total income tax benefit of $1.7 million and $0.5 million recognized for the three and nine months ended July 31, 2014, respectively, was primarily due to a refund received for a loss carryback to a previously profitable year, partially offset by various state tax expenses and state tax reserves for uncertain state tax positions

 

Deferred federal and state income tax assets primarily represent the deferred tax benefits arising from temporary differences between book and tax income which will be recognized in future years as an offset against future taxable income. If the combination of future years’ income (or loss) and the reversal of the timing differences results in a loss, such losses can be carried forward to future years. In accordance with ASC 740, we evaluate our deferred tax assets quarterly to determine if valuation allowances are required. ASC 740 requires that companies assess whether valuation allowances should be established based on the consideration of all available evidence using a “more likely than not” standard.  

 

As of October 31, 2014,2015, and again at July 31, 2015,2016, we concluded that it was more likely than not that a substantial amount of our deferred tax assets (“DTA”) would be utilized. This conclusion was based on a detailed evaluation of all relevant evidence, both positive and negative. The positive evidence included factors such as positive earnings for two of the last two fullthree fiscal years and the expectation of earnings going forward over the long term and evidence of a sustained recovery in the housing markets in which we operate. Such evidence is supported by significant increases in key financial indicators over the last few years, including new orders, revenues, backlog, and community count and deliveries compared with the prior years. Economic data has also been affirming the housing market recovery. Housing starts, homebuilding volume and prices are increasing and forecasted to continue to increase. Historically low mortgage rates, affordable home prices, reduced foreclosures and a favorable home ownership to rental comparison are key factors in the recovery.

  

Potentially offsetting this positive evidence is the fact that we had a loss before income taxes for the fiscal year ended October 31, 2015 as well as for the nine months ended July 31, 2016. However, we did have income before taxes for the three months ended July 31, 2016 and we are currentlynot in a three year cumulative loss position as of July 31, 2015.2016. As per ASC 740, cumulative losses are one of the most objectively verifiable forms of negative evidence. Thus, an entity that has suffered cumulative losses in recent years may find it difficult to support an assertion that a DTA could be realized if such an assertion is based on forecasts of future profitable results rather than an actual return to profitability. In other words, an entity that has cumulative losses generally should not use an estimate of future earnings to support a conclusion that realization of an existing DTA is more likely than not if such a forecast is not based on objectively verifiable information. An objectively verifiable estimate of future income in that instance would be based on operating results from the reporting entity's recent history.

We determined that the positive evidence noted above, including our two fiscal years of sustained operating profitability, outweighed the existingevidence; we no longer have this negative evidence and because of our current backlog, we expect to be in a three year cumulative income position by the end of fiscal 2015. Given that ASC 740 suggests using recent historical operating results in the instance where a three year cumulative loss position still exists, we used our recent historical profit levels in projecting our pretax incomeprofitable going forward over the futurelong term. Our recent three years in assessingcumulative performance and our expectations for the utilization ofcoming years based on our existing DTAs. Therefore, we concludedcurrent backlog, community count and recent sales contracts provide evidence that it is more likely than not that we will realize a substantial portion ofreaffirms our DTAs, andconclusion that a full valuation allowance iswas not necessary. This analysis resulted in a partial reversal equal to $285.1 million of our valuation allowance against DTAs at October 31, 2014, leaving a remaining valuation allowance of $642.0 million at October 31, 2014. Ournecessary and that the current valuation allowance for deferred taxes amounted to $642.1of $635.4 million atas of July 31, 2015.2016 is appropriate.

 

 Inflation

 

Inflation has a long-term effect, because increasing costs of land, materials and labor result in increasing sale prices of our homes. In general, these price increases have been commensurate with the general rate of inflation in our housing markets and have not had a significant adverse effect on the sale of our homes. A significant risk faced by the housing industry generally is that rising house construction costs, including land and interest costs, will substantially outpace increases in the income of potential purchasers.

 

Inflation has a lesser short-term effect, because we generally negotiate fixed price contracts with many, but not all, of our subcontractors and material suppliers for the construction of our homes. These prices usually are applicable for a specified number of residential buildings or for a time period of between three to twelve months. Construction costs for residential buildings represent approximately 56.4%51.8% of our homebuilding cost of sales.

  

Safe Harbor Statement

 

All statements in this Quarterly Reportreport on Form 10-Q that are not historical facts should be considered as “Forward-Looking Statements” within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such forward lookingforward-looking statements include but are not limited to statements related to the Company'sCompany’s goals and expectations with respect to its financial results for future financial periods. Although we believe that our plans, intentions and expectations reflected in, or suggested by, such forward-looking statements are reasonable, we can give no assurance that such plans, intentions or expectations will be achieved. By their nature, forward-looking statements: (i) speak only as of the date they are made, (ii) are not guarantees of future performance or results and (iii) are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. Therefore, actual results could differ materially and adversely from those forward-looking statements as a result of a variety of factors. Such risks, uncertainties and other factors include, but are not limited to:

  

 

Changes in general and local economic, industry and business conditions and impacts of thea sustained homebuilding downturn;

 

Adverse weather and other environmental conditions and natural disasters;

 

Levels of indebtedness and restrictions on the Company’s operations and activities imposed by the agreements governing the Company’s outstanding indebtedness;

 

The Company’s sources of liquidity;

 

Changes in credit ratings;

 

Changes in market conditions and seasonality of the Company’s business;

 

The availability and cost of suitable land and improved lots;

 

Shortages in, and price fluctuations of, raw materials and labor;

 

Regional and local economic factors, including dependency on certain sectors of the economy, and employment levels affecting home prices and sales activity in the markets where the Company builds homes;

 

Fluctuations in interest rates and the availability of mortgage financing;

 

Changes in tax laws affecting the after-tax costs of owning a home;

 

Operations through joint ventures with third parties;

 

Government regulation, including regulations concerning development of land, the home building, sales and customer financing processes, tax laws and the environment;

 

Product liability litigation, warranty claims and claims made by mortgage investors;

● 

Levels of competition;

 

Levels of competition;

Availability and terms of financing to the Company;

 

Successful identification and integration of acquisitions;

 

Significant influence of the Company’s controlling stockholders; 

 

Availability of net operating loss carryforwards;

 

Utility shortages and outages or rate fluctuations;

 

Geopolitical risks, terrorist acts and other acts of war.war;

Increases in cancellations of agreements of sale;

Loss of key management personnel or failure to attract qualified personnel;

Information technology failures and data security breaches; and

Legal claims brought against us and not resolved in our favor.

  

Certain risks,, uncertainties and other factors are described in detail in Part I, Item 1 “Business” and Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended October 31, 2014.2015 as updated by our subsequent filings with the SEC. Except as otherwise required by applicable securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this Quarterly Report on Form 10-Q.

  

Item 3.3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

A primary market risk facing us is interest rate risk on our long term debt, including debt instruments at variable interest rates. In connection with our mortgage operations, mortgage loans held for sale and the associated mortgage warehouse lines of credit under our Master Repurchase Agreements are subject to interest rate risk; however, such obligations reprice frequently and are short-term in duration. In addition, we hedge the interest rate risk on mortgage loans by obtaining forward commitments from private investors. Accordingly, the interest rate risk from mortgage loans is not material. We do not use financial instruments to hedge interest rate risk except with respect to mortgage loans. The following table sets forth as ofJulyof July 31, 2015,2016, our principal cash payment obligations on our long-term debt obligations by scheduled maturity, weighted average interest rates and estimated fair value (“FV”).

 

 

Long Term Debt as of July 31, 2015 by Fiscal Year of Expected Maturity Date

  

Long Term Debt as of July 31, 2016 by Fiscal Year of Expected Maturity Date

 

(Dollars in thousands)

 

2015

  

2016

  

2017

  

2018

  

2019

  

Thereafter

  

Total

  

FV at 7/31/15

  

2016

  

2017

  

2018

  

2019

  

2020

  

Thereafter

  

Total

  

FV at

7/31/16

 
                                                        

Long term debt (1):

                                

Long term debt (1)(2):

                        

Fixed rate

  $194,479   $265,194   $127,593   $77,094   $151,536   $1,252,064   $2,067,960   $2,002,232  $310  $127,593  $132,906  $151,536  $828,673  $423,390  $1,664,408  $1,354,218 

Weighted average interest rate

  7.15

%

  6.75

%

  8.72

%

  6.23

%

  7.02

%

  7.27

%

  7.22

%

     8.12

%

 8.72

%

 4.37

%

 7.02

%

 7.48

%

 6.85

%

 7.12

%

   

  

(1)

Does not include the mortgage warehouse lines of credit made under our Master Repurchase Agreements. Also, does not include our $75.0 million revolving Credit Facility under which there were no borrowings outstanding and $26.5$18.5 million of letters of credit issued as of July 31, 2015. See Note 102016 under our $75.0 million revolving Credit Facility.

(2)

Does not include $91.3 million of nonrecourse mortgages secured by inventory. These mortgages have various maturities spread over the next two to our Condensed Consolidated Financial Statements for more information.three years and are paid as homes are delivered.

     

 

Item4.  CONTROLS AND PROCEDURES

 

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management, with the participation of the Company’s chief executive officer and chief financial officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of July 31, 2015.2016. Based upon that evaluation and subject to the foregoing, the Company’s chief executive officer and chief financial officer concluded that the design and operation of the Company’s disclosure controls and procedures are effective to accomplish their objectives.

  

There was no change in the Company’s internal control over financial reporting that occurred during the quarter ended July 31, 20152016 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PARTII.  OTHER INFORMATION

 

Item 1.1.  LEGAL PROCEEDINGS

 

Information with respect to legal proceedings is incorporated into this Part II, Item 1 from Note 7 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

 

Item 2.2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

Recent Sales of Unregistered Equity Securities

 

None.

 

Issuer Purchases of Equity Securities

 

No shares of our Class A Common Stock or Class B Common Stock were purchased by or on behalf of the Company or any affiliated purchaser during the fiscal third quarter of 2015.2016. The maximum number of shares that may be purchased under the Company’s repurchase plans or programs is 0.5 million.

 

Dividends

 

Certain debt agreements to which we are a party contain restrictions on the payment of cash dividends. As a result of the most restrictive of these provisions, we are not currently able to pay any cash dividends. We have never paid a cash dividend to our common stockholders.

Item 5. OTHER INFORMATION.

On September 8, 2016, the Company and K. Hovnanian completed the Financings with the Investor (see Part I, Item II - “Management's Discussion and Analysis of Financial Condition and Results of Operations — Capital Resources and Liquidity”) pursuant to which K. Hovnanian (i) borrowed the $75.0 million Term Loan Facility under the Term Loan Credit Agreement, (ii) issued $75.0 million of New Second Lien Notes and (iii) exchanged $75.0 million aggregate principal amount of its Existing Second Lien Notes for $75.0 million aggregate principal amount of newly issued Exchange Notes for aggregate cash proceeds of approximately $146.3 million, before expenses. In addition, on September 8, 2016, K. Hovnanian used a portion of the proceeds (approximately $126.1 million) of the Term Loan Facility and the New Second Lien Notes to fund the redemption of all of its January 2017 Notes and the satisfaction and discharge of the January 2017 Notes Indenture. As a condition to the closing of the Financings, K. Hovnanian was required to deposit the proceeds from the Financings in excess of the aggregate amount of funds needed for the redemption of the January 2017 Notes and the satisfaction and discharge of the January 2017 Notes Indenture into a segregated account under which K. Hovnanian and the Company may only use the funds deposited therein to repurchase or otherwise retire, discharge or defease K. Hovnanian’s debt securities with maturities in 2017 or, as agreed between the Investor and K. Hovnanian, its other indebtedness.

The Term Loan Facility has a maturity of August 1, 2019 (provided that if any of K. Hovnanian’s 7.0% Notes remain outstanding on October 15, 2018, the maturity date of the Term Loan Facility will be October 15, 2018, or if any refinancing indebtedness with respect to the 7.0% Notes has a maturity date prior to January 15, 2021, the maturity date of the Term Loan Facility will be October 15, 2018) and bears interest at a rate equal to LIBOR plus an applicable margin of 7.0% or, at K. Hovnanian’s option, a base rate plus an applicable margin of 6.0%, payable monthly. The New Second Lien Notes have a maturity of October 15, 2018, and bear interest at a rate of 10.0% per annum, payable semi-annually on February 15 and August 15 of each year, commencing February 15, 2017, to holders of record at the close of business on February 1 and August 1, as the case may be, immediately preceding such interest payment dates. The Exchange Notes have a maturity of November 15, 2020, and bear interest at a rate of 9.50% per annum, payable semi-annually on February 15 and August 15 of each year, commencing February 15, 2017, to holders of record at the close of business on February 1 and August 1, as the case may be, immediately preceding such interest payment dates.

 

All of K. Hovnanian's obligations under the Term Loan Facility and the New Second Lien Notes are guaranteed by the Notes Guarantors. The Term Loan Facility and the guarantees thereof are secured on a first lien super priority basis relative to K. Hovnanian’s First Lien Notes, the Existing Second Lien Notes and the New Second Lien Notes, and the New Second Lien Notes and the guarantees thereof are secured on a pari passu second lien basis with K. Hovnanian’s Existing Second Lien Notes, by substantially all of the assets owned by K. Hovnanian and the Notes Guarantors, in each case subject to permitted liens and certain exceptions. The Exchange Notes are guaranteed by the Notes Guarantors and the members of the Secured Group. The Exchange Notes are secured on a pari passu first lien basis with K. Hovnanian’s 2021 Notes, by substantially all of the assets of the members of the Secured Group, subject to permitted liens and certain exceptions.

In connection with borrowing the Term Loan Facility and the issuance of the New Second Lien Notes and the Exchange Notes, K. Hovnanian and the applicable guarantors entered into security and pledge agreements pursuant to which K. Hovnanian, the Company and the applicable guarantors pledged substantially all of their assets to secure their obligations under the Term Loan Facility, the New Second Lien Notes and the Exchange Notes, subject to permitted liens and certain exceptions as set forth in such agreements. K. Hovnanian, the Company and the applicable guarantors also entered into applicable intercreditor and collateral agency agreements which set forth agreements with respect to the relative priority of their various secured obligations.

 The Term Loan Facility was incurred pursuant to the Term Loan Credit Agreement. The Term Loan Credit Agreement contains representations and warranties and affirmative and restrictive covenants that limit among other things, and in each case subject to certain exceptions, the ability of the Company and certain of its subsidiaries, including K. Hovnanian, to incur additional indebtedness (including a requirement that any new or refinancing indebtedness is scheduled to mature no earlier than January 15, 2021), pay dividends and make distributions on common and preferred stock, repurchase subordinated indebtedness and common and preferred stock, make other restricted payments, including investments, sell certain assets (including in certain land banking transactions), incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates. The Term Loan Credit Agreement also contains customary events of default which would permit the Administrative Agent to exercise remedies with respect to the collateral and declare loans made under the Term Loan Facility (the “Term Loans”) to be immediately due and payable if not cured within applicable grace periods, including the failure to make timely payments on the Term Loans or other material indebtedness, the failure to satisfy covenants, the material inaccuracy of representations or warranties, cross default to other material indebtedness, a change of control, the failure of the documents granting security for the Term Loans to be in full force and effect, the failure of the liens on any material portion of the collateral securing the Term Loans to be valid and perfected and specified events of bankruptcy and insolvency.

The New Second Lien Notes Indenture contains restrictive covenants that limit among other things, and in each case subject to certain exceptions, the ability of the Company and certain of its subsidiaries, including K. Hovnanian, to incur additional indebtedness (including a requirement that any new or refinancing indebtedness is scheduled to mature no earlier than January 15, 2021), pay dividends and make distributions on common and preferred stock, repurchase subordinated indebtedness and common and preferred stock, make other restricted payments, including investments, sell certain assets (including in certain land banking transactions), incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates. The New Second Lien Notes Indenture also contains customary events of default which would permit the holders of the New Second Lien Notes to declare those New Second Lien Notes to be immediately due and payable if not cured within applicable grace periods, including the failure to make timely payments on the New Second Lien Notes or other material indebtedness, the failure to satisfy covenants, the failure of the documents granting security for the New Second Lien Notes to be in full force and effect, the failure of the liens on any material portion of the collateral securing the New Second Lien Notes to be valid and perfected and specified events of bankruptcy and insolvency.

The Exchange Notes Indenture contains restrictive covenants that limit among other things, the ability of the Company and certain of its subsidiaries, including K. Hovnanian, to incur additional indebtedness (including a requirement that any new or refinancing indebtedness is scheduled to mature no earlier than January 15, 2021, to the extent no member of the Secured Group is an obligor thereon, or February 15, 2021, if otherwise), pay dividends and make distributions on common and preferred stock, repurchase common and preferred stock, make other restricted payments, including investments, sell certain assets, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates. The Exchange Notes Indenture also contains customary events of default which would permit the holders of the Exchange Notes to declare those Exchange Notes to be immediately due and payable if not cured within applicable grace periods, including the failure to make timely payments on the Exchange Notes or other material indebtedness, the failure to satisfy covenants, the failure of the documents granting security for the Exchange Notes to be in full force and effect, the failure of the liens on any material portion of the collateral securing the Exchange Notes to be valid and perfected and specified events of bankruptcy and insolvency.

On September 8, 2016, K. Hovnanian called for redemption on October 8, 2016, all outstanding January 2017 Notes for an aggregate redemption price of approximately $126.1 million, including accrued and unpaid interest, and deposited with the trustee for the January 2017 Notes sufficient funds for such redemption and to satisfy and discharge its obligations under the January 2017 Notes Indenture. The January 2017 Notes redemption and the satisfaction and discharge of the 2017 Notes Indenture was funded with portion of the proceeds from the Term Loan Facility and New Second Lien Notes. Upon satisfaction and discharge of the January 2017 Notes Indenture, the restrictive covenants and events of default contained therein ceased to have effect.

  

Item 6.6.  EXHIBITS

 

3(a)

Restated Certificate of Incorporation of the Registrant.(2)

3(b)

Amended and Restated Bylaws of the Registrant.(3)

4(a)

Specimen Class A Common Stock Certificate.(6)

4(b)

Specimen Class B Common Stock Certificate.(6)

4(c)

Certificate of Designations, Powers, Preferences and Rights of the 7.625% Series A Preferred Stock of Hovnanian Enterprises, Inc., dated January 12, 2005.(4)

4(d)

Certificate of Designations of the Series B Junior Preferred Stock of Hovnanian Enterprises, Inc., dated August 14, 2008.(1)

4(e)

Rights Agreement, dated as of August 14, 2008, between Hovnanian Enterprises, Inc. and National City Bank, as Rights Agent, which includes the Form of Certificate of Designation as Exhibit A, Form of Right Certificate as Exhibit B and the Summary of Rights as Exhibit C.(5)

4(f)

Indenture, dated as of September 8, 2016, relating to the 10.000% Senior Secured Second Lien Notes due 2018, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the other guarantors named therein and Wilmington Trust, National Association, as Trustee and Collateral Agent, including the form of 10.000% Senior Secured Second Lien Notes due 2018.

4(g)

Indenture, dated as of September 8, 2016, relating to the 9.50% Senior Secured Notes due 2020, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the other guarantors named therein and Wilmington Trust, National Association, as Trustee and Collateral Agent, including the form of 9.50% Senior Secured Notes due 2020.

10(a)*

Market Share Unit Agreement Class A (2016 grants and thereafter)

10(b)*

Market Share Unit Agreement Class B (2016 grants and thereafter)

10(c)*

Market Share Unit Agreement (Gross Margin Performance Vesting) Class A (2016 grants and thereafter)

10(d)*

Market Share Unit Agreement (Gross Margin Performance Vesting) Class B (2016 grants and thereafter)

10(e)*

Market Share Unit Agreement (Debt Reduction Performance Vesting) Class A (2016 grants and thereafter)

10(f)*

Market Share Unit Agreement (Debt Reduction Performance Vesting) Class B (2016 grants and thereafter)

10(g)*

Premium-Priced Incentive Stock Option Agreement Class A (2016 grants and thereafter)

10(h)*

Premium-Priced Non-qualified Stock Option Agreement Class B (2016 grants and thereafter)

10(i)*

Incentive Stock Option Agreement Class A (2016 grants and thereafter)

10(j)*

Restricted Share Unit Agreement Class A (2016 grants and thereafter)

10(k)*

Director Restricted Share Unit Agreement Class A (2016 grants and thereafter)

10(l)

Credit Agreement, dated as of July 29, 2016, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the other guarantors named therein, Wilmington Trust, National Association, as Administrative Agent, and the lenders party thereto.

10(m)

First Lien Intercreditor Agreement, dated September 8, 2016, among Hovnanian Enterprises, Inc., K. Hovnanian Enterprises, Inc., the other guarantors party thereto, Wilmington Trust, National Association, in its capacity as Mortgage Tax Collateral Agent (as defined therein), and Wilmington Trust, National Association, in its capacities as First Lien Trustee and First Lien Collateral Agent (each as defined therein).

10(n)

Amended and Restated Intercreditor Agreement, dated September 8, 2016, among Hovnanian Enterprises, Inc., K. Hovnanian Enterprises, Inc., the other guarantors party thereto, Wilmington Trust, National Association, in its capacities as Senior Notes Trustee and Senior Notes Collateral Agent (each as defined therein), Wilmington Trust, National Association, in its capacity as Administrative Agent (as defined therein), Wilmington Trust, National Association, in its capacity as Mortgage Tax Collateral Agent (as defined therein), Wilmington Trust, National Association, in its capacities as 9.125% Junior Trustee and 9.125% Junior Collateral Agent (each as defined therein), Wilmington Trust, National Association, in its capacities as 10.000% Junior Trustee and 10.000% Junior Collateral Agent (each as defined therein) and Wilmington Trust, National Association, in its capacity as Junior Joint Collateral Agent (as defined therein).

10(o)

First Lien Collateral Agency Agreement, dated as of September 8, 2016, among Wilmington Trust, National Association, in its capacity as Existing Collateral Agent (as defined therein), Wilmington Trust, National Association, in its capacity as 9.50% Collateral Agent (as defined therein), Wilmington Trust, National Association, in its capacity as Collateral Agent (as defined therein), K. Hovnanian Enterprises, Inc., and the Grantors (as defined therein).

10(p)

Second Lien Collateral Agency Agreement, dated as of September 8, 2016, among Wilmington Trust, National Association, in its capacity as 9.125% Collateral Agent (as defined therein), Wilmington Trust, National Association, in its capacity as 10.000% Collateral Agent (as defined therein), Wilmington Trust, National Association, in its capacity as Collateral Agent (as defined therein), Hovnanian Enterprises, Inc., K. Hovnanian Enterprises, Inc., and the Grantors (as defined therein).

10(q)

Amended and Restated Collateral Agency Agreement, dated as of September 8, 2016, among Hovnanian Enterprises, Inc., K. Hovnanian Enterprises, Inc., Wilmington Trust, National Association in its capacity as Senior Notes Collateral Agent (as defined therein), Wilmington Trust, National Association in its capacity as Senior Credit Agreement Administrative Agent (as defined therein), Wilmington Trust, National Association in its capacity as Mortgage Tax Collateral Agent (as defined therein), Wilmington Trust, National Association in its capacity as 9.125% Junior Collateral Agent (as defined therein), Wilmington Trust, National Association in its capacity as 10.000% Junior Collateral Agent (as defined therein) and Wilmington Trust, National Association in its capacity as Junior Joint Collateral Agent (as defined therein).

10(r)

Security Agreement, dated as of September 8, 2016, relating to the Credit Agreement dated as of July 29, 2016.

10(s)

Pledge Agreement, dated as of September 8, 2016, relating to the Credit Agreement dated as of July 29, 2016.

10(t)

First Lien Intellectual Property Agreement, dated as of September 8, 2016, relating to the Credit Agreement dated as of July 29, 2016.

10(u)

Amended and Restated Second Lien Security Agreement, dated as of September 8, 2016, relating to the 9.125% Senior Secured Second Lien Notes due 2020 and the 10.000% Senior Secured Second Lien Notes due 2018.

10(v)

Amended and Restated Second Lien Pledge Agreement, dated as of September 8, 2016, relating to the 9.125% Senior Secured Second Lien Notes due 2020 and the 10.000% Senior Secured Second Lien Notes due 2018.

10(w)

Amended and Restated Second Lien Intellectual Property Agreement, dated as of September 8, 2016, relating to the 9.125% Senior Secured Second Lien Notes due 2020 and the 10.000% Senior Secured Second Lien Notes due 2018.

10(x)

Amended and Restated First Lien Security Agreement, dated as of September 8, 2016, relating to the 5.0% Senior Secured Notes due 2021, the 2.0% Senior Secured Notes due 2021 and the 9.50% Senior Secured Notes due 2020.

10(y)

Amended and Restated First Lien Pledge Agreement, dated as of September 8, 2016, relating to the 5.0% Senior Secured Notes due 2021, the 2.0% Senior Secured Notes due 2021 and the 9.50% Senior Secured Notes due 2020.

31(a)

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

31(b)

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

32(a)

Section 1350 Certification of Chief Executive Officer.

32(b)

Section 1350 Certification of Chief Financial Officer.

101

The following financial information from our Quarterly Report on Form 10-Q for the quarter ended July 31, 2015,2016, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets at July 31, 20152016 and October 31, 2014,2015, (ii) the Condensed Consolidated Statements of Operations for the three and nine months ended July 31, 20152016 and 2014,2015, (iii) the Condensed Consolidated Statement of Equity for the nine months ended July 31, 2015,2016, (iv) the Condensed Consolidated Statements of Cash Flows for the nine months ended July 31, 20152016 and 2014,2015, and (v) the Notes to Condensed Consolidated Financial Statements.

 * Management contracts or compensatory plan or arrangements

 

 

(1)

Incorporated by reference to Exhibits to Quarterly Report on Form 10-Q (001-08551) of the Registrant for the quarter ended July 31, 2008.

 

  

(2)

Incorporated by reference to Exhibits to Current Report on Form 8-K (001-08551) of the Registrant filed March 15, 2013.

 

  

(3)

Incorporated by reference to Exhibits to Current Report on Form 8-K (001-08551) of the Registrant filed March 11, 2015.

  

  

(4)

Incorporated by reference to Exhibits to Current Report on Form 8-K (001-08551) of the Registrant filed on July 13, 2005.

 

  

(5)

Incorporated by reference to Exhibits to the Registration Statement on Form 8-A (001-08551) of the Registrant filed August 14, 2008.

 

  

(6)

Incorporated by reference to Exhibits to Quarterly Report on Form 10-Q (001-08551) of the Registrant for the quarter ended January 31, 2009.

 

 

SSIGNATURESIGNATURES

 

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.

 

 

HOVNANIAN ENTERPRISES, INC.

(Registrant)

 

  

DATE:

September 9, 20152016

  

  

/S/J. LARRY SORSBY

  

  

J. Larry Sorsby

  

  

Executive Vice President and

  

  

Chief Financial Officer

  

  

  

  

DATE:

September 9, 20152016

  

  

/S/Brad BRAD G. O’ConnorO’CONNOR

  

  

Brad G. O’Connor

  

  

Vice President/Chief Accounting Officer/Corporate Controller

 

 

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