UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For quarterly period ended APRIL 30, 2005 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 22-1851059
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
l0 Highway 35, P.O. Box 500, Red Bank, NJ 07701
(Address of Principal Executive Offices) (Zip Code)
732-747-7800
(Registrant's Telephone Number, Including Area Code)
Same
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Indicate by check mark whether the registrant: (l) has filed all
reports required to be filed by Section l3 or l5(d) of the Securities
Exchange Act of l934 during the preceding l2 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 is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes [ X ] No [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date. 47,076,426
shares of Class A Common Stock and 14,681,657 shares of Class B Common
Stock were outstanding as of June 1, 2005.
HOVNANIAN ENTERPRISES, INC.
FORM 10-Q
INDEX
PAGE NUMBER
PART I. Financial Information
Item l. Financial Statements:
Condensed Consolidated Balance Sheets as of April 30,
2005 (unaudited) and October 31, 2004 3
Condensed Consolidated Statements of Income for the
three and six months ended April 30, 2005 and
2004 (unaudited) 5
Condensed Consolidated Statement of Stockholders'
Equity for the six months ended
April 30, 2005 (unaudited) 6
Condensed Consolidated Statements of Cash Flows for
the six months ended April 30, 2005
and 2004 (unaudited) 7
Notes to Condensed Consolidated Financial
Statements (unaudited) 8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 22
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 39
Item 4. Controls and Procedures 40
PART II. Other Information
Item 1. Legal Proceedings 40
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds 41
Item 4. Submission of Matters to a Vote of Security
Holders 42
Item 6. Exhibits 42
Signatures 44
HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands Except Share Amounts)
April 30, October 31,
ASSETS 2005 2004
----------- -----------
(unaudited)
Homebuilding:
Cash and cash equivalents.................... $ 41,533 $ 65,013
----------- -----------
Inventories - At the lower of cost or fair
value:
Sold and unsold homes and lots under
development.............................. 2,058,138 1,785,706
----------- -----------
Land and land options held for future
development or sale...................... 446,150 436,184
----------- -----------
Consolidated Inventory Not Owned:
Specific performance options............. 38,637 11,926
Variable interest entities............... 124,940 201,669
Other options............................ 117,677 31,824
----------- -----------
Total Consolidated Inventory Not Owned.. 281,254 245,419
----------- -----------
Total Inventories........................ 2,785,542 2,467,309
----------- -----------
Receivables, deposits, and notes ............ 75,351 56,753
----------- -----------
Property, plant, and equipment - net......... 71,589 44,137
----------- -----------
Prepaid expenses and other assets............ 213,568 134,456
----------- -----------
Goodwill..................................... 32,658 32,658
----------- -----------
Definite life intangibles.................... 131,395 125,492
----------- -----------
Total Homebuilding....................... 3,351,636 2,925,818
----------- -----------
Financial Services:
Cash and cash equivalents.................... 11,103 13,011
Mortgage loans held for sale................. 156,756 209,193
Other assets................................. 5,490 8,245
----------- -----------
Total Financial Services................. 173,349 230,449
----------- -----------
Income Taxes Receivable - Including Deferred
Tax Benefits................................. 49,554 -
----------- -----------
Total Assets................................... $ 3,574,539 $ 3,156,267
=========== ===========
See notes to condensed consolidated financial statements (unaudited).
HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands Except Share Amounts)
April 30, October 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 2005 2004
----------- -----------
(unaudited)
Homebuilding:
Nonrecourse land mortgages....................... $ 33,419 $ 25,687
Accounts payable and other liabilities........... 309,986 329,621
Customers' deposits.............................. 110,790 80,131
Nonrecourse mortgages secured by operating
Properties..................................... 24,650 24,951
Liabilities from inventory not owned............. 162,326 68,160
----------- -----------
Total Homebuilding........................... 641,171 528,550
----------- -----------
Financial Services:
Accounts payable and other liabilities........... 5,816 6,080
Mortgage warehouse line of credit................ 124,326 188,417
----------- -----------
Total Financial Services..................... 130,142 194,497
----------- -----------
Notes Payable:
Revolving credit agreement....................... 105,100 115,000
Senior notes..................................... 803,046 602,737
Senior subordinated notes........................ 400,000 300,000
Accrued interest................................. 21,116 15,522
----------- -----------
Total Notes Payable.......................... 1,329,262 1,033,259
----------- -----------
Income Taxes Payable............................... - 48,999
----------- -----------
Total Liabilities............................ 2,100,575 1,805,305
----------- -----------
Minority interest from inventory not owned......... 98,188 155,096
----------- -----------
Minority interest from consolidated joint ventures. 3,447 3,472
----------- -----------
Stockholders' Equity:
Preferred Stock,$.01 par value-authorized 100,000
shares; none issued.............................
Common Stock,Class A,$.01 par value-authorized
200,000,000 shares; issued 57,421,990 shares at
April 30, 2005 and 56,797,313 shares at October 31,
2004 (including 10,695,656 shares at April 30, 2005
and 10,395,656 shares at October 31, 2004 held in
Treasury)....................................... 574 568
Common Stock,Class B,$.01 par value (convertible to
Class A at time of sale) authorized 30,000,000
shares; issued 15,373,497 shares at April 30, 2005
and 15,376,972 shares at October 31, 2004 (including
691,748 shares at April 30, 2005 and October 31,
2004 held in Treasury).............. 154 154
Paid in Capital................................... 205,197 199,643
Retained Earnings................................. 1,241,481 1,053,863
Deferred Compensation............................. (9,093) (11,784)
Treasury Stock - at cost.......................... (65,984) (50,050)
----------- -----------
Total Stockholders' Equity.................... 1,372,329 1,192,394
----------- -----------
Total Liabilities and Stockholders' Equity..........$ 3,574,539 $ 3,156,267
=========== ===========
See notes to condensed consolidated financial statements (unaudited).
HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except Per Share Data)
(Unaudited)
Three Months Ended Six Months
Ended
April 30, April 30,
---------------------- ----------------------
2005 2004 2005 2004
---------- ---------- ---------- ----------
Revenues:
Homebuilding:
Sale of homes...................... $1,189,672 $ 900,943 $2,205,641 $1,658,216
Land sales and other revenues...... 10,668 4,395 36,502 7,564
---------- ---------- ---------- ----------
Total Homebuilding............... 1,200,340 905,338 2,242,143 1,665,780
Financial Services................... 16,269 13,470 30,462 28,243
---------- ---------- ---------- ----------
Total Revenues................... 1,216,609 918,808 2,272,605 1,694,023
---------- ---------- ---------- ----------
Expenses:
Homebuilding:
Cost of sales, excluding interest.. 876,827 674,106 1,648,083 1,238,041
Cost of sales interest............. 14,863 13,847 27,832 25,790
---------- ---------- ---------- ----------
Total Cost of Sales.............. 891,690 687,953 1,675,915 1,263,831
Selling, general and administrative 106,704 80,512 203,292 152,305
Inventory impairment loss.......... 1,500 734 1,998 792
---------- ---------- ---------- ----------
Total Homebuilding............... 999,894 769,199 1,881,205 1,416,928
Financial Services................... 11,467 8,670 21,387 16,697
Corporate General and Administrative. 14,916 14,694 30,794 29,218
Other Interest....................... 4,140 5,249 9,093 10,249
Expenses Related to Extinguishment
Of Debt............................ - 934 - 934
Other Operations..................... 1,279 3,314 3,219 5,746
Intangible Amortization.............. 10,386 4,591 20,474 9,399
---------- ---------- ---------- ----------
Total Expenses................... 1,042,082 806,651 1,966,172 1,489,171
---------- ---------- ---------- ----------
Income Before Income Taxes............. 174,527 112,157 306,433 204,852
---------- ---------- ---------- ----------
State and Federal Income Taxes:
State................................ 10,318 6,416 15,764 12,656
Federal.............................. 58,073 35,269 103,051 64,013
---------- ---------- ---------- ----------
Total Taxes........................ 68,391 41,685 118,815 76,669
---------- ---------- ---------- ----------
Net Income............................. $ 106,136 $ 70,472 $ 187,618 $ 128,183
========== ========== ========== ==========
Per Share Data:
Basic:
Income per common share.............. $ 1.71 $ 1.13 $ 3.01 $ 2.05
Weighted average number of common
shares outstanding................. 62,233 62,608 62,237 62,473
Assuming dilution:
Income per common share.............. $ 1.62 $ 1.06 $ 2.87 $ 1.93
Weighted average number of common
shares outstanding................ 65,498 66,408 65,459 66,393
See notes to condensed consolidated financial statements (unaudited).
HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Dollars In Thousands)
(Unaudited)
A Common Stock B Common Stock
------------------- -------------------
Shares Shares
Issued and Issued and Paid-In Retained Deferred Treasury
Outstanding Amount Outstanding Amount Capital Earnings Comp. Stock Total
----------- ------ ----------- ------ -------- ---------- -------- --------- ----------
Balance, October 31, 2004. 46,401,657 $ 568 14,685,224 $ 154 $199,643 $1,053,863 $(11,784) $(50,050) $1,192,394
Sale of common stock under
employee stock option
plan.................... 424,878 4 7,644 7,648
Stock Bonus issuances..... 196,324 2 (1,589) 254 (1,333)
Restricted Stock granted.. (501) 267 (234)
Amortization of Restricted
Stock................... 2,170 2,170
Conversion of Class B to
Class A common stock.... 3,475 (3,475)
Treasury Stock Purchases.. (300,000) (15,934) (15,934)
Net Income................ 187,618 187,618
----------- ------ ----------- ------ -------- ---------- -------- --------- ----------
Balance, April 30, 2005... 46,726,334 $ 574 14,681,749 $ 154 $205,197 $1,241,481 $ (9,093) $ (65,984) $1,372,329
=========== ====== =========== ====== ======== ========== ======== ========= ==========
See notes to condensed consolidated financial statements (unaudited).
HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands - unaudited)
Six Months Ended
April 30,
------------------------
2005 2004
----------- -----------
Cash Flows From Operating Activities:
Net Income.......................................... $ 187,618 $ 128,183
Adjustments to reconcile net income to net cash
(used in) operating activities:
Depreciation.................................... 3,513 3,001
Intangible amortization......................... 20,474 9,399
(Gain) Loss on sale and retirement of property
and assets.................................... (663) 12
Deferred income taxes........................... (6,357) (7,136)
Impairment losses............................... 1,998 792
Decrease (increase) in assets:
Mortgage notes receivable..................... 52,540 108,968
Receivables, prepaids and other assets........ (25,627) (34,755)
Inventories................................... (213,974) (366,625)
(Decrease) increase in liabilities:
State and Federal income taxes................ (85,974) (20,137)
Tax effect from exercise of stock options..... (6,223) (592)
Customers' deposits........................... 23,067 21,638
Interest and other accrued liabilities........ (23,120) (5,244)
Post development completion costs............. 195 (3,376)
Accounts payable.............................. (15,223) 18,340
----------- -----------
Net cash (used in) operating activities..... (87,756) (147,532)
----------- -----------
Cash Flows From Investing Activities:
Net proceeds from sale of property and assets....... 1,238 312
Purchase of property, equipment and other fixed
assets and acquisitions of homebuilding
companies......................................... (119,375) (49,955)
(Investments in) returns of capital from
unconsolidated affiliates......................... (55,054) 746
----------- -----------
Net cash (used in) investing activities..... (173,191) (48,897)
----------- -----------
Cash Flows From Financing Activities:
Proceeds from mortgages and notes................... 969,119 1,321,739
Proceeds from senior debt........................... 200,000 365,000
Proceeds from senior subordinated debt.............. 100,000
Principal payments on mortgages and notes........... (1,025,877) (1,488,507)
Purchase of treasury stock.......................... (15,934) (93)
Proceeds from sale of stock and employee stock plan. 8,251 2,384
----------- -----------
Net cash provided by financing activities.... 235,559 200,523
----------- -----------
Net (Decrease) Increase In Cash.. ....................... (25,388) 4,094
Cash and Cash Equivalents Balance, Beginning
Of Period........................................... 78,024 128,221
----------- -----------
Cash and Cash Equivalents Balance, End Of Period...... $ 52,636 $ 132,315
=========== ===========
Supplemental Disclosures of Cash Flow
Cash paid during the year for:
Interest......................................... $ 31,575 $ 30,940
=========== ===========
Income taxes..................................... $ 211,146 $ 103,769
=========== ===========
Supplemental disclosures of noncash operating
activities:
Consolidated Inventory Not Owned:
Specific performance options..................... $ 34,309 $ 31,918
Variable interest entities....................... 113,652 238,060
Other options.................................... 115,162 32,234
----------- -----------
Total Inventory Not Owned.......................... $ 263,123 $ 302,212
=========== ===========
See notes to condensed consolidated financial statements (unaudited).
HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
1. The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
In the opinion of management, all adjustments for interim periods
presented have been made, which include only normal recurring accruals and
deferrals necessary for a fair presentation of our consolidated financial
position, results of operations, and changes in cash flows. The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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 financial statements. Results for the interim periods are not
necessarily indicative of the results which might be expected for a full
year. The balance sheet at October 31, 2004 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements.
In March 2004, our Board of Directors authorized a 2-for-1 stock
split in the form of a 100% stock dividend of Class A and Class B Common
Stock payable to stockholders of record on March 19, 2004. The additional
shares were distributed on March 26, 2004. All share and per share
amounts (except par value) have been retroactively adjusted to reflect the
stock split. There was no net effect on total stockholders' equity as a
result of the stock split.
Certain prior year amounts have been reclassified to conform to the
current year presentation.
2. Stock-Based Compensation Plans - SFAS No. 123 "Accounting for
Stock-Based Compensation" ("SFAS 123") established a fair value based
method of accounting for stock-based compensation plans, including stock
options and non-vested stock. Under SFAS 123, registrants may elect to
continue accounting for stock-based compensation plans under APB Opinion
No. 25 "Accounting for Stock Issued to Employees" ("APB 25"), but are
required to provide pro forma net income and earnings per share
information "as if" the fair value approach had been adopted. We continue
to account for our stock-based compensation plans under APB 25. Under APB
25, no compensation expense is recognized when the exercise price of our
employee stock options equals the market price of the underlying stock on
the date of grant. However, for non-vested stock awards, compensation
expense equal to the market price of the stock on the date of grant is
recognized ratably over the vesting period.
In December 2002, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition
and Disclosure" ("SFAS 148"). SFAS 148 amends SFAS 123 to provide
alternative methods of transition for an entity that voluntarily adopts
the fair value recognition method of recording stock-based compensation
expense. SFAS 148 also amends the disclosure provisions of SFAS 123 and
APB Opinion No. 28, "Interim Financial Reporting", to require disclosure
in the summary of significant accounting policies of the effects of an
entity's accounting policy with respect to stock-based compensation on
reported net income and earnings per share in annual and interim financial
statements.
For purposes of pro forma disclosures, the estimated fair value of
the options using Black-Scholes is amortized to expense over the options'
vesting period. Our pro forma information follows (dollars in thousands
except for earnings per share information):
Three Months Ended Six Months Ended
April 30, April 30,
------------------ ------------------
2005 2004 2005 2004
-------- -------- -------- --------
Net income as reported.......... $106,136 $ 70,472 $187,618 $128,183
Deduct: total stock-based employee
compensation expense determined
using Black-Scholes fair value
based method for all awards... 1,490 1,110 2,842 1,931
-------- -------- -------- --------
Pro forma net income............ $104,646 $ 69,362 $184,776 $126,252
======== ======== ======== ========
Pro forma basic earnings per share $ 1.68 $ 1.11 $ 2.97 $ 2.02
======== ======== ======== ========
Basic earnings per share as
reported...................... $ 1.71 $ 1.13 $ 3.01 $ 2.05
======== ======== ======== ========
Pro forma diluted earnings per
share......................... $ 1.60 $ 1.04 $ 2.82 $ 1.90
======== ======== ======== ========
Diluted earnings per share as
reported...................... $ 1.62 $ 1.06 $ 2.87 $ 1.93
======== ======== ======== ========
Pro forma information regarding net income and earnings per share is
calculated as if we had accounted for our stock-based compensation under
the fair value method of SFAS 123. The fair value for options is
established at the date of grant using a Black-Scholes option pricing
model with the following weighted average assumptions for April 30, 2005
and 2004: risk-free interest rate of 4.2% for both periods; dividend
yield of zero; volatility factor of the expected market price of our
common stock of 0.44 and 0.43, respectively; and a weighted average
expected life of the option of 4.9 and 5.3 years, respectively.
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options, which have no vesting
restrictions and are fully transferable. In addition, option valuation
models require the input of highly subjective assumptions including the
expected stock price volatility. Because our employee stock options have
characteristics significantly different from traded options, and changes
in the subjective input assumptions can materially affect the fair value
estimate, management believes the existing models do not necessarily
provide a reliable measure of the fair value of its employee stock
options.
In December 2004, the FASB issued SFAS No. 123 (Revised 2004) "Share
Based Payment" ("SFAS 123R"), which is a revision of SFAS 123 and
supersedes APB 25 and SFAS 148. This statement requires that the cost
resulting from all share-based payment transactions be recognized in an
entity's financial statements. This statement establishes fair value as
the measurement objective in accounting for share-based payment
arrangements and requires all entities to apply a fair value based
measurement method in accounting for share-based payment transactions with
employees except for equity instruments held by employee share ownership
plans.
SFAS 123R applies to all awards granted after the required effective
date (the beginning of the first annual reporting period that begins after
June 15, 2005) and to awards modified, repurchased, or cancelled after
that date. As of the required effective date, all public entities that
used the fair value based method for either recognition or disclosure
under Statement 123 will apply SFAS 123R using a modified version of
prospective application. Under that transition method, compensation cost
is recognized on or after the required effective date for the portion of
outstanding awards for which the requisite service has not yet been
rendered, based on the grant-date fair value of those awards calculated
under Statement 123 for either recognition or pro forma disclosures. For
periods before the required effective date, those entities may elect to
apply a modified version of the retrospective application under which
financial statements for prior periods are adjusted on a basis consistent
with the pro forma disclosures required for those periods by Statement
123. As a result, beginning in our fiscal first quarter of 2006, we will
adopt SFAS 123R and begin reflecting the stock option expense determined
under fair value based methods in our income statement rather than as pro
forma disclosure in the notes to the financial statements. We expect the
impact of the adoption of SFAS 123R to be a reduction of first quarter
fiscal 2006 net income of approximately $1.6 million assuming modified
prospective application.
3. Interest costs incurred, expensed and capitalized were:
Three Months Ended Six Months Ended
April 30, April 30,
------------------ ------------------
2005 2004 2005 2004
-------- -------- -------- --------
(Dollars in Thousands)
Interest Capitalized at
Beginning of Period........ $ 40,587 $ 29,477 $ 37,465 $ 24,833
Interest Incurred(1)(2)...... 22,904 22,204 43,948 43,791
Cost of Sales Interest
Expensed (2)............... (14,863) (13,847) (27,832) (25,790)
Other Interest Expensed...... (4,140) (5,249) (9,093) (10,249)
-------- -------- -------- --------
Interest Capitalized at
End of Period.............. $ 44,488 $ 32,585 $ 44,488 $ 32,585
======== ======== ======== ========
(1) Data does not include interest incurred by our mortgage and finance
subsidiaries.
(2) Includes interest on borrowings for construction, land and land
development costs which are charged to interest expense when
homes are delivered or when land is not under active development.
4. Accumulated depreciation at April 30, 2005 and October 31, 2004
amounted to $34.3 million and $31.7 million, respectively, for our
homebuilding and senior rental residential assets.
5. In accordance with Financial Accounting Standards No. 144 ("SFAS
144") "Accounting for the Impairment of or Disposal of Long Lived Assets",
we record impairment losses on inventories related to communities under
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 carrying amounts. In addition, from time
to time, we will write off certain residential land options including
approval, engineering and capitalized interest costs for land management
decided not to purchase. We wrote off such costs in the amount of $1.5
million and $0.7 million during the three months ended April 30, 2005 and
2004, respectively, and $2.0 million and $0.8 million during the six
months ended April 30, 2005 and 2004, respectively. Residential inventory
impairment losses and option write-offs are reported in the Condensed
Consolidated Statements of Income as "Homebuilding-Inventory impairment
loss".
6. We provide a warranty accrual for repair costs over $1,000 to
homes, community amenities, and land development infrastructure. We
accrue for 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.
In addition, we accrue warranty costs under our $5 million per occurrence
general liability insurance deductible for 2005 (deductible was $150
thousand per occurrence for homes built between fiscal 2001 and fiscal
2004) as part of selling, general and administrative costs. Warranty
accruals are based upon historical experience. Additions and charges
incurred in the warranty accrual and general liability accrual for the
three and six months ended April 30, 2005 and 2004 are as follows:
Three Months Ended Six Months Ended
April 30, April 30,
-------- -------- -------- --------
2005 2004 2005 2004
-------- -------- -------- --------
(Dollars in Thousands)
Balance, beginning of period..... $ 74,116 $ 43,495 $ 64,922 $ 39,532
Additions........................ 12,580 8,427 25,917 16,607
Charges incurred................. (5,574) (4,736) (9,717) (8,953)
-------- -------- -------- --------
Balance, end of period.......... $ 81,122 $ 47,186 $ 81,122 $ 47,186
======== ======== ======== ========
7. 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 or results of operations. In addition, in March
2005, we received two requests for information pursuant to Section 308 of
the Clean Water Act from Region 3 of the Environmental Protection Agency
("EPA") requesting information about storm water discharge practices in
connection with completed, ongoing and planned homebuilding projects by
subsidiaries in the states and district that comprise EPA Region 3. We
also received a notice of violations for one project in Pennsylvania and
requests for sampling plan implementation in two projects in Pennsylvania.
The amount requested by the EPA to settle the asserted violations at the
one project was not material. We have agreed upon a timetable for staged
submissions of the requested information and are meeting those dates. To
the extent that the information provided were to lead the EPA to assert
violations of state and/or federal regulatory requirements and request
injunctive relief and/or civil penalties, we will defend and attempt to
resolve such asserted violations. At this time, we cannot predict the
outcome of the EPA's review or estimate the costs that may be involved in
resolving such claims.
8. As of April 30, 2005 and October 31, 2004, respectively, we are
obligated under various performance letters of credit amounting to $272.5
million and $180.6 million.
9. Our amended and restated unsecured Revolving Credit Agreement
("Agreement") with a group of banks provides a revolving credit line of
$900 million through July 2008. The facility contains an accordion
feature under which the aggregate commitment can be increased to $1.0
billion subject to the availability of additional commitments. Interest
is payable monthly at various rates of either the prime rate or a spread
over LIBOR ranging from 1.10% to 2.00% per annum, depending on our
Consolidated Leverage Ratio, as defined in the Agreement. In addition, we
pay a fee ranging from 0.20% to 0.40% per annum, depending on our
Consolidated Leverage Ratio and the weighted average unused portion of the
revolving credit line. Each of our significant subsidiaries, except for
our financial services subsidiaries and joint ventures, is a guarantor
under the Agreement. As of April 30, 2005 and October 31, 2004, the
outstanding balances under the Agreement were $105.1 million and $115.0
million, respectively.
Our amended secured mortgage loan warehouse agreement with a group
of banks, which is a short-term borrowing facility, provides up to $250
million through April 2006. Interest is payable monthly at the Eurodollar
Rate plus 1.25%. The loan is repaid when we sell the underlying mortgage
loans to permanent investors. As of April 30, 2005 and October 31, 2004,
borrowings under this agreement were $124.3 million and $188.4 million,
respectively.
10. On November 30, 2004, we issued $200 million of 6 1/4% Senior
Notes due 2015 and $100 million of 6% Senior Subordinated Notes due 2010.
The net proceeds of the issuance were used to repay the outstanding
balance on our revolving credit facility as of November 30, 2004 and for
general corporate purposes.
At April 30, 2005, we had $805.3 million of outstanding senior notes
($803.0 million, net of discount), comprised of $140.3 million 10 1/2%
Senior Notes due 2007, $100 million 8% Senior Notes due 2012, $215 million
6 1/2% Senior Notes due 2014, $150 million 6 3/8% Senior Notes due 2014,
and $200 million 6 1/4% Senior Notes due 2015. At April 30, 2005, we had
$400 million of outstanding senior subordinated notes, comprised of $150
million 8 7/8% Senior Subordinated Notes due 2012, $150 million 7 3/4%
Senior Subordinated Notes due 2013, and $100 million 6% Senior
Subordinated Notes due 2010.
Under the terms of the indentures governing our debt securities, we
have the right to make certain redemptions and depending on market
conditions, may do so from time to time.
11. Per Share Calculations - Basic earnings per common share is
computed using the weighted average number of shares outstanding. Diluted
earnings per common share is computed using the weighted average number of
shares outstanding adjusted for the incremental shares attributed to non-
vested stock and outstanding options to purchase common stock, of
approximately 3.3 million and 3.8 million for the three months ended April
30, 2005 and 2004, respectively, and approximately 3.2 million and 3.9
million for the six months ended April 30, 2005 and 2004, respectively.
12. Variable Interest Entities - In January 2003, the Financial
Accounting Standards Board ("FASB") issued Interpretation No. 46,
"Consolidation of Variable Interest Entities" ("FIN 46"). A Variable
Interest Entity ("VIE") is created when (i) the equity investment at risk
is not sufficient to permit the entity to finance its activities without
additional subordinated financial support from other parties or (ii)
equity holders either (a) lack direct or indirect ability to make
decisions about the entity, (b) are not obligated to absorb expected
losses of the entity or (c) do not have the right to receive expected
residual returns of the entity if they occur. If an entity is deemed to
be a VIE, pursuant to FIN 46, an enterprise that absorbs a majority of the
expected losses of the VIE is considered the primary beneficiary and must
consolidate the VIE. FIN 46 was effective immediately for VIEs created
after January 31, 2003. Pursuant to FASB revision to FIN 46 ("FIN 46R"),
issued in December 2003, we were not required to apply the provisions of
FIN 46 to an interest held in a variable interest entity or potential
variable interest entity until our quarter ended April 30, 2004 for VIEs
created before February 1, 2003. In accordance with FIN 46R, we have
fully implemented FIN 46 as of April 30, 2004.
Based on the provisions of FIN 46, we have concluded that whenever
we option land or lots from an entity and pay a non-refundable deposit, a
VIE is created under condition (ii) (b) and (c) of the previous paragraph.
We are deemed to have provided subordinated financial support, which
refers to variable interests that will absorb some or all of an entity's
expected theoretical losses if they occur. For each VIE created with a
significant nonrefundable option fee, we compute expected losses and
residual returns based on the probability of future cash flows as outlined
in FIN 46. If we are deemed to be the primary beneficiary of the VIE we
consolidate it on our balance sheet. The fair value of the VIEs inventory
is reported as "Consolidated Inventory Not Owned - Variable interest
entities".
Management believes FIN 46 was not clearly thought out for
application in the homebuilding industry for land and lot options. Under
FIN 46, we can have an option and put down a small deposit as a percentage
of the purchase price and still have to consolidate the entity. Our
exposure to loss as a result of our involvement with the VIE is only the
deposit, not it's total assets consolidated on the balance sheet. In
certain cases, we will have to place inventory the VIE has optioned to
other developers on our balance sheet. In addition, if the VIE has
creditors, its debt will be placed on our balance sheet even though the
creditors have no recourse against us. Based on these observations we
believe consolidating VIEs based on land and lot option deposits does not
reflect the economic realities or risks of owning and developing land.
At April 30, 2005, all VIEs we were required to consolidate were a
result of our options to purchase land or lots from the selling entities.
We paid cash or issued letters of credit deposits to these twenty-three
VIEs totaling $18.5 million. Our option deposits represent our maximum
exposure to loss. The fair value of the property owned by these VIEs was
$124.9 million. Because we could not get the remainder of the selling
entities to provide us with any financial information, the fair value of
the optioned property less our cash deposits and liabilities from
inventory not owned, which totaled $98.2 million, was reported on the
balance sheet as "Minority interest from inventory not owned". Creditors
of these VIEs have no recourse against us.
We will continue to control land and lots using options. Not all
our deposits are with VIEs. Including the deposits with the twenty-three
VIEs above, at April 30, 2005, we have total cash and letters of credit
deposits amounting to approximately $263.6 million to purchase land lots
with a total purchase price of $3.8 billion. The maximum exposure to loss
is limited to the deposits although some deposits are refundable at our
request or refundable if certain conditions are not met.
13. 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 and leveraging our capital base. 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 homebuyers. 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. 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.
April 30, October 31,
2005 2004
----------- -----------
(Dollars in Thousands)
Assets:
Cash $ 30,312 $ 30,519
Inventories 627,647 176,360
Other assets 149,591 5,477
----------- -----------
Total assets $ 807,550 $ 212,356
=========== ===========
Liabilities and Equity:
Accounts payable and other
liabilities $ 169,078 $ 39,065
Notes payable 308,285 82,742
Equity 330,187 90,549
----------- -----------
Total liabilities and equity $ 807,550 $ 212,356
=========== ===========
Our share of equity related to these unconsolidated joint ventures,
included in prepaids and other assets in our Condensed Consolidated
Balance Sheets, was approximately $95.9 million and $40.8 million at April
30, 2005 and October 31, 2004, respectively. Additionally, as of April
30, 2005 and October 31, 2004, we had advances outstanding of
approximately $16.5 million and $12.7 million to these unconsolidated
joint ventures, which were included in the accounts payable and other
liabilities balances in the table above.
Three Months Ended Six Months Ended
April 30, April 30,
-------------------- --------------------
2005 2004 2005 2004
--------- --------- --------- ---------
(Dollars in Thousands)
Revenues $ 127,895 $ 10,458 $ 142,890 $ 14,369
Cost of sales and expenses (112,444) (7,535) (125,856) (12,591)
--------- --------- --------- ---------
Net income (loss) $ 15,451 $ 2,923 $ 17,034 $ 1,778
========= ========= ========= =========
Income (loss) from unconsolidated joint ventures are included in other
revenue in the Condensed Consolidated Financial Statements and reflects
our proportionate share of the income of these unconsolidated homebuilding
and land development joint ventures. Our ownership interests in the joint
ventures vary but are generally less than or equal to 50 percent.
Typically, our unconsolidated joint ventures obtain separate project
specific mortgage financing for each venture. Generally, the amount of
such financing is limited to no more than 50% of the joint venture's total
assets, and such financing is obtained on a non-recourse basis, with
guarantees from us limited only to completion of development and
environmental indemnification. In some instances, the joint venture
entity is considered a variable interest entity (VIE) under FIN 46 due to
the returns being capped to the equity holders; however, in these
instances, we are not the primary beneficiary, therefore we do not
consolidate these entities.
14. Recent Accounting Pronouncements - In December 2004, the FASB
issued SFAS No. 123 (Revised 2004) "Share Based Payment" ("SFAS 123R"),
which is a revision of SFAS 123 and supersedes APB 25 and SFAS 148. This
statement requires that the cost resulting from all share-based payment
transactions be recognized in an entity's financial statements. This
statement establishes fair value as the measurement objective in
accounting for share-based payment arrangements and requires all entities
to apply a fair value based measurement method in accounting for share-
based payment transactions with employees except for equity instruments
held by employee share ownership plans. See Note 2 for a further
description of SFAS 123R and its expected impact on our first quarter
fiscal 2006 net income.
In March 2005, the Securities and Exchange Commission released SEC
Staff Accounting Bulletin ("SAB") No. 107, "Share-Based Payment". SAB No.
107 provides the SEC staff position regarding the application of SFAS No.
123R. SAB No. 107 contains interpretive guidance related to the
interaction between SFAS No. 123R and certain SEC rules and regulations,
as well as provides the staff's views regarding the valuation of share-
based payment arrangements for public companies. SAB No. 107 also
highlights the importance of disclosures made related to the accounting
for share-based payment transactions. We are currently evaluating SAB No.
107 and will be incorporating it as part of our adoption of SFAS No. 123R.
In December 2004, the FASB issued Staff Position 109-1 ("FSP 109-
1"), Application of FASB Statement No. 109 ("FASB No. 109"), "Accounting
for Income Taxes", to the Tax Deduction on Qualified Production Activities
Provided by the American Jobs Creation Act of 2004. FSP 109-1 clarifies
guidance that applies to the new deduction for qualified domestic
production activities. When fully phased-in, the deduction will be up to
9% of the lesser of "qualified production activities income" or taxable
income. FSP 109-1 clarifies that the deduction should be accounted for as
a special deduction under FASB No. 109 and will reduce tax expense in the
period or periods that the amounts are deductible on the tax return. Any
tax benefits resulting from the new deduction will be effective for our
fiscal year ending October 31, 2006. We are in the process of assessing
the impact, if any, the new deduction will have on our financial
statements.
15. Intangible Assets - Except for goodwill, the intangible assets
recorded on our balance sheet are definite life intangibles, which include
tradenames, architectural designs, distribution processes, and contractual
agreements. We no longer amortize goodwill, but instead assess it
periodically for impairment. We are amortizing the definite life
intangibles over their expected useful life, ranging from three to seven
years.
16. Acquisitions - On March 1, 2005, we acquired for cash the
assets of Cambridge Homes, a privately held Orlando homebuilder and
provider of related financial services, headquartered in Altamonte
Springs, Florida. The acquisition provides us with a presence in the
greater Orlando market, which is the 9th largest housing market in the
U.S., based on 2003 new home starts.
The Cambridge Homes acquisition was accounted for as a purchase,
with the results of its operations included in our consolidated financial
statements as of the date of the acquisition.
On March 2, 2005, we acquired the operations of Town & Country
Homes, a privately held homebuilder and land developer headquartered in
Lombard, Illinois, which occurred concurrently with our entering into a
joint venture agreement with affiliates of Blackstone Real Estate Advisors
in New York to own and develop Town & Country's existing residential
communities. The joint venture is being accounted for under the equity
method. Town & Country Homes operations beyond the existing owned and
optioned communities, as of the acquisition date, are wholly owned and
included in our consolidated financial statements.
The Town & Country acquisition provides us with a strong initial
position in the greater Chicago market, which is the 6th largest housing
market in the U.S., based on 2003 new home starts. This acquisition also
expands our operations into the Florida markets of West Palm Beach, Boca
Raton and Fort Lauderdale and bolsters our current presence in
Minneapolis/St. Paul, which is the 10th largest housing market in the
U.S., based on 2003 new home starts. Town & Country designs, markets and
sells a diversified product portfolio in each of its markets, including
single family homes and attached townhomes, as well as mid-rise
condominiums in Florida. Town & Country serves a broad customer base
including first-time, move-up and luxury homebuyers.
17. Hovnanian Enterprises, Inc., the parent company (the "Parent"),
is the issuer of publicly traded common stock. One of its wholly owned
subsidiaries, K. Hovnanian Enterprises, Inc. (the "Subsidiary Issuer"),
acts as a finance entity that as of April 30, 2005 had issued and
outstanding approximately $400 million of Senior Subordinated Notes,
$805.3 million face value of Senior Notes, and $105.1 million drawn on a
Revolving Credit Agreement. The Senior Subordinated Notes, Senior Notes
and the Revolving Credit Agreement 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, the "Guarantor
Subsidiaries"), with the exception of various subsidiaries formerly
engaged in the issuance of collateralized mortgage obligations, our
mortgage lending subsidiaries, a subsidiary formerly engaged in
homebuilding activity in Poland, our Title Insurance subsidiaries, and
joint ventures (collectively, the "Non-guarantor Subsidiaries"), have
guaranteed fully and unconditionally, on a joint and several basis, the
obligation of the Subsidiary Issuer to pay principal and interest under
the Senior Notes, Senior Subordinated Notes, and the Revolving Credit
Agreement.
In lieu of providing separate audited financial statements for the
Guarantor Subsidiaries we have included the accompanying condensed
consolidating financial statements. Management does not believe that
separate financial statements of the Guarantor Subsidiaries are material
to investors. Therefore, separate financial statements and other
disclosures concerning the Guarantor Subsidiaries are not presented.
The following condensed consolidating financial information presents
the results of operations, financial position, and cash flows of (i) the
Parent, (ii) the Subsidiary Issuer, (iii) the Guarantor Subsidiaries, (iv)
the Non-guarantor 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 - UNAUDITED
CONDENSED CONSOLIDATING BALANCE SHEET
APRIL 30, 2005
(Dollars in Thousands)
Guarantor Non-
Subsidiary Subsid- Guarantor Elimin- Consol-
Parent Issuer iaries Subsidiaries ations idated
-------- ---------- ---------- ------------ ---------- ----------
ASSETS
Homebuilding.....................$ 1,215 $ 96,422 $3,116,491 $ 137,508 $ $3,351,636
Financial Services................. 80 173,269 173,349
Income Taxes Receivable............ 32,924 16,479 151 49,554
Investments in and amounts due to
and from consolidated
subsidiaries....................1,338,190 1,352,781 (1,451,174) (115,358)(1,124,439)
---------- ---------- ---------- ------------ ---------- ----------
Total Assets.....................$1,372,329 $1,449,203 $1,681,876 $ 195,570$(1,124,439)$3,574,539
========== ========== ========== ============ ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Homebuilding.....................$ $ $ 637,263 $ 3,908 $ $ 641,171
Financial Services................. (2) 130,144 130,142
Notes Payable...................... 1,328,252 (23,640) 24,650 1,329,262
Minority Interest.................. 98,188 3,447 101,635
Stockholders' Equity..............1,372,329 120,951 970,067 33,421 (1,124,439) 1,372,329
---------- ---------- ---------- ------------ ---------- ----------
Total Liabilities and Stockholders'
Equity.........................$1,372,329 $1,449,203 $1,681,876 $ 195,570$(1,124,439)$3,574,539
========== ========== ========== ============ ========== ==========
HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATING BALANCE SHEET
OCTOBER 31, 2004
(Dollars in Thousands)
Guarantor Non-
Subsidiary Subsid- Guarantor Elimin- Consol-
Parent Issuer iaries Subsidiaries ations idated
---------- ----------- ----------- ------------ ---------- ----------
Assets
Homebuilding......................$ (99) $ 51,441 $ 2,804,800 $ 69,676 $ $2,925,818
Financial Services................ 149 230,300 230,449
Investments in and amounts due to
and from consolidated
subsidiaries.................... 1,262,169 1,037,671 (1,319,839) (41,423) (938,578)
---------- ----------- ------------ ------------ ---------- ---------
Total Assets......................$1,262,070 $ 1,089,112 $ 1,485,110 $ 258,553 $(938,578)$3,156,267
========== =========== =========== ============ ========== ==========
Liabilities
Homebuilding......................$ $ 149 $ 526,278 $ 2,123 $ $528,550
Financial Services................. (1) 194,498 194,497
Notes Payable...................... 1,032,259 (28,324) 29,324 1,033,259
Income Taxes Payable (Receivables). 69,676 1,961 (23,579) 941 48,999
Minority Interest.................. 155,096 3,472 158,568
Stockholders' Equity...............1,192,394 54,743 855,640 28,195 (938,578) 1,192,394
---------- ----------- ----------- ------------ ---------- ----------
Total Liabilities and Stockholders'
Equity......................... $1,262,070 $ 1,089,112 $ 1,485,110 $ 258,553 $ (938,578)$3,156,267
========= =========== =========== ============ ========== ==========
HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED APRIL 30, 2005
(Dollars in Thousands)
Guarantor Non-
Subsidiary Subsid- Guarantor Elimin- Consol-
Parent Issuer iaries Subsidiaries ations idated
-------- ---------- ---------- ------------ ---------- ----------
Revenues:
Homebuilding....................$ $ 59 $1,200,113 $ 168 $ $1,200,340
Financial Services............... 1,945 14,324 16,269
Intercompany Charges............. 52,263 52,864 (105,127)
Equity In Pretax Income of
Consolidated Subsidiaries...... 174,527 (174,527)
-------- ---------- ---------- ------------ ---------- ----------
Total Revenues................ 174,527 52,322 1,254,922 14,492 (279,654) 1,216,609
-------- ---------- ---------- ------------ ---------- ----------
Expenses:
Homebuilding..................... (543) 1,060,303 857 (30,002) 1,030,615
Financial Services............... 1,042 11,418 (993) 11,467
-------- ---------- ---------- ------------ ---------- ----------
Total Expenses................. (543) 1,061,345 12,275 (30,995) 1,042,082
-------- ---------- ---------- ------------ ---------- ----------
Income (Loss) Before Income Taxes. 174,527 52,865 193,577 2,217 (248,659) 174,527
State and Federal Income Taxes..... 68,391 6,074 37,704 (2,852) (40,926) 68,391
-------- ---------- ---------- ------------ ---------- ----------
Net Income (Loss).................$ 106,136 $ 46,791 $ 155,873 $ 5,069 $ (207,733)$ 106,136
======== ========== ========== ============ ========== ==========
HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED APRIL 30, 2004
(Dollars in Thousands)
Guarantor Non-
Subsidiary Subsid- Guarantor Elimin- Consol-
Parent Issuer iaries Subsidiaries ations idated
------- ---------- ---------- ------------ ---------- ----------
Revenues:
Homebuilding....................$ $ 77 $ 897,147 $ 8,114 $ $ 905,338
Financial Services............... 1,164 12,306 13,470
Intercompany Charges............. 18,524 32,324 (50,848)
Equity In Pretax Income of
Consolidated Subsidiaries......112,157 (112,157)
------- ---------- ---------- ------------ ---------- ----------
Total Revenues................ 112,157 18,601 930,635 20,420 (163,005) 918,808
------- ---------- ---------- ------------ ---------- ----------
Expenses:
Homebuilding..................... 653 827,734 6,308 (36,714) 797,981
Financial Services............... 575 8,888 (793) 8,670
------- ---------- ---------- ------------ ---------- ----------
Total Expenses................. 653 828,309 15,196 (37,507) 806,651
------- ---------- ---------- ------------ ---------- ----------
Income (Loss) Before Income Taxes. 112,157 17,948 102,326 5,224 (125,498) 112,157
State and Federal Income Taxes..... 41,685 5,043 39,257 2,054 (46,354) 41,685
------- ---------- ---------- ------------ ---------- ----------
Net Income (Loss).................$ 70,472 $ 12,905 $ 63,069 $ 3,170 $ (79,144)$ 70,472
======= ========== ========== ============ ========== ==========
HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
SIX MONTHS ENDED APRIL 30, 2005
(Dollars in Thousands)
Guarantor Non-
Subsidiary Subsid- Guarantor Elimin- Consol-
Parent Issuer iaries Subsidiaries ations idated
------- ---------- ---------- ------------ --------- ----------
Revenues:
Homebuilding....................$ $ 101 $2,241,146 $ 896 $ $2,242,143
Financial Services............... 2,974 27,488 30,462
Intercompany Charges............. 100,660 101,849 (202,509)
Equity In Pretax Income of
Consolidated Subsidiaries......306,433 (306,433)
------- ---------- ---------- ------------ ---------- ----------
Total Revenues................ 306,433 100,761 2,345,969 28,384 (508,942) 2,272,605
------- ---------- ---------- ------------ ---------- ----------
Expenses:
Homebuilding..................... (1,088) 1,996,758 2,028 (52,913) 1,944,785
Financial Services............... 1,772 21,493 (1,878) 21,387
------- ---------- ---------- ------------ ---------- ----------
Total Expenses................. (1,088) 1,998,530 23,521 (54,791) 1,966,172
------- ---------- ---------- ------------ ---------- ----------
Income (Loss) Before Income Taxes. 306,433 101,849 347,439 4,863 (454,151) 306,433
State and Federal Income Taxes.....118,815 23,172 92,627 1,306 (117,105) 118,815
------- ---------- ---------- ------------ ---------- ----------
Net Income (Loss).................$187,618 $ 78,677 $ 254,812 $ 3,557 $ (337,046)$ 187,618
======= ========== ========== ============ ========== ==========
HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
SIX MONTHS ENDED APRIL 30, 2004
(Dollars in Thousands)
Guarantor Non-
Subsidiary Subsid- Guarantor Elimin- Consol-
Parent Issuer iaries Subsidiaries ations idated
------- ---------- ---------- ------------ ---------- ----------
Revenues:
Homebuilding....................$ $ 186 $1,649,463 $ 16,214 $ (83)$1,665,780
Financial Services............... 2,116 26,127 28,243
Intercompany Charges............. 34,808 63,440 (98,248)
Equity In Pretax Income of
Consolidated Subsidiaries......204,852 (204,852)
------- ---------- ---------- ------------ ---------- ----------
Total Revenues................ 204,852 34,994 1,715,019 42,341 (303,183) 1,694,023
------- ---------- ---------- ------------ ---------- ----------
Expenses:
Homebuilding..................... 428 1,531,499 12,973 (72,426) 1,472,474
Financial Services............... 1,065 17,531 (1,899) 16,697
------- ---------- ---------- ------------ ---------- ----------
Total Expenses................. 428 1,532,564 30,504 (74,325) 1,489,171
------- ---------- ---------- ------------ ---------- ----------
Income (Loss) Before Income Taxes..204,852 34,566 182,455 11,837 (228,858) 204,852
State and Federal Income Taxes..... 76,669 10,859 69,533 4,678 (85,070) 76,669
------- ---------- ---------- ------------ ---------- ----------
Net Income (Loss).................$128,183 $ 23,707 $ 112,922 $ 7,159 $ (143,788)$ 128,183
======= ========== ========== ============ ========== ==========
HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
SIX MONTHS ENDED APRIL 30, 2005
(Dollars in Thousands)
Guarantor Non-
Subsidiary Subsid- Guarantor Elimin- Consol-
Parent Issuer iaries Subsidiaries ations idated
-------- --------- ---------- ------------ ---------- ----------
Cash Flows From Operating Activities:
Net Income........................$ 187,618 $ 78,677 $ 254,812 $ 3,557 $ (337,046)$ 187,618
Adjustments to reconcile net income
to net cash provided by
(used in) operating activities... (90,697) (11,476) (495,119) (15,128) 337,046 (275,374)
-------- --------- ---------- ------------ ---------- ----------
Net Cash Provided By (Used In)
Operating Activities........... 96,921 67,201 (240,307) (11,571) (87,756)
Net Cash (Used In)
Investing Activities............... (5,554) (167,598) (39) (173,191)
Net Cash Provided By (Used In)
Financing Activities............... (15,934) 290,100 25,585 (64,192) 235,559
Intercompany Investing and Financing
Activities - Net................... (75,432) (315,110) 316,607 73,935
-------- --------- ---------- ------------ ---------- ----------
Net Increase (Decrease) In Cash...... 1 42,191 (65,713) (1,867) (25,388)
Balance, Beginning of Period......... 15 29,369 35,441 13,199 78,024
-------- --------- ---------- ------------ ---------- ----------
Cash and Cash Equivalents Balance,
End of Period.....................$ 16 $ 71,560 $ (30,272)$ 11,332 $ $ 52,636
======== ========= ========== ============ ========== ==========
HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
SIX MONTHS ENDED APRIL 30, 2004
(Dollars in Thousands)
Guarantor Non-
Subsidiary Subsid- Guarantor Elimin- Consol-
Parent Issuer iaries Subsidiaries ations idated
-------- --------- ---------- ------------ ---------- ----------
Cash Flows From Operating Activities:
Net Income........................$ 128,183 $ 23,707 $ 112,922 $ 7,159 $(143,788) $ 128,183
Adjustments to reconcile net income
to net cash provided by
(used in) operating activities... 32,298 82 (558,863) 106,980 143,788 (275,715)
-------- --------- ---------- ------------ ---------- ----------
Net Cash Provided By (Used In)
Operating Activities........... 160,481 23,789 (445,941) 114,139 (147,532)
Net Cash (Used In)
Investing Activities............... (19,865) (28,822) (210) (48,897)
Net Cash Provided By (Used In)
Financing Activities............... 2,419 250,000 7,788 (59,684) 200,523
Intercompany Investing and Financing
Activities - Net...................(143,018) (286,061) 480,140 (51,061)
-------- --------- ---------- ------------ ---------- ----------
Net Increase (Decrease) In Cash...... 17 (12,272) 13,165 3,184 4,094
Balance, Beginning of Period......... 15 135,846 (14,372) 6,732 128,221
-------- --------- ---------- ------------ ---------- ----------
Cash and Cash Equivalents Balance,
End of Period.....................$ 32 $ 123,574 $ (1,207) $ 9,916 $ $ 132,315
======== ========= ========== ============ ========== ==========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
CRITICAL ACCOUNTING POLICIES
Management believes that the following critical accounting policies
affect its more significant judgments and estimates used in the
preparation of its consolidated financial statements:
Business Combinations - When we make an acquisition of another
company, we use the purchase method of accounting in accordance with the
Statement of Financial Accounting Standards (SFAS) No. 141 "Business
Combinations". Under SFAS No. 141 we record as our cost the estimated
fair value of the acquired assets less liabilities assumed. Any
difference between the cost of an acquired company and the sum of the fair
values of tangible and intangible assets less liabilities is recorded as
goodwill. The reported income of an acquired company includes the
operations of the acquired company from the date of acquisition.
Income Recognition from Home and Land Sales - Income from home and
land sales is recorded when title is conveyed to the buyer, adequate cash
payment has been received and there is no continued involvement.
Income Recognition from Mortgage Loans - 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.
Inventories - Inventories and long-lived assets held for sale are
recorded at the lower of cost or fair value less selling costs. Fair
value is defined as the amount at which an asset could be bought or sold
in a current transaction between willing parties, that is, other than in a
forced or liquidation sale. Construction costs are accumulated during the
period of construction and charged to cost of sales under specific
identification methods. Land, land development, and common facility costs
are allocated based on buildable acres to product types within each
community, then charged to cost of sales equally based upon the number of
homes to be constructed in each product type. For inventories of
communities under development, a loss is recorded when events and
circumstances indicate impairment and the undiscounted future cash flows
generated are less than the related carrying amounts. The impairment loss
is based on discounted future cash flows generated from expected revenue,
less cost to complete including interest, and selling costs.
Insurance Deductible Reserves - For fiscal 2005, our deductible is
$500,000 per occurrence for worker's compensation and $5 million per
occurrence for general liability insurance. Reserves have been
established based upon actuarial analysis of estimated losses incurred
during 2005 and 2004.
Interest - Costs related to properties under development are
capitalized during the land development and home construction period and
expensed along with the associated cost of sales as the related
inventories are sold. Costs related to properties not under development
are charged to interest expense.
Land Options - Costs are capitalized when incurred and either
included as part of the purchase price when the land is acquired or
charged to operations when we determine we will not exercise the option.
In accordance with Financial Accounting Standards Board ("FASB")
Interpretation No. 46 ("FIN 46") "Consolidation of Variable Interest
Entities", an interpretation of Accounting Research Bulletin No. 51, SFAS
No. 49 "Accounting for Product Financing Arrangements" ("SFAS 49"), SFAS
No. 98 "Accounting for Leases" ("SFAS 98"), and Emerging Issues Task Force
("EITF") No. 97-10 "The Effects of Lessee Involvement in Asset
Construction" ("EITF 97-10"), we record on the Consolidated Balance Sheet
specific performance options, options with variable interest entities, and
other options under Consolidated Inventory Not Owned with the offset to
Liabilities from inventory not owned, Minority interest from inventory not
owned and Minority interest from consolidated joint ventures.
Unconsolidated Homebuilding and Land Development Joint Ventures -
Investments in unconsolidated homebuilding and land development joint
ventures are accounted for under the equity method of accounting. Under
the equity method, we recognize our proportionate share of earnings and
losses earned by the joint venture upon the delivery of lots or homes to
third parties. Our ownership interests in our unconsolidated joint
ventures vary but are generally less than or equal to 50 percent. In some
instances, the joint venture entity is considered a variable interest
entity (VIE) under FIN 46 due to the returns being capped to the equity
holders; however, in these instances, we are not the primary beneficiary,
therefore we do not consolidate these entities.
Intangible Assets - Except for goodwill, the intangible assets
recorded on our balance sheet are definite life intangibles, which include
tradenames, architectural designs, distribution processes, and contractual
agreements. We no longer amortize goodwill, but instead assess it
periodically for impairment. We are amortizing the definite life
intangibles over their expected useful life, ranging from three to seven
years.
Post Development Completion Costs - In those instances where a
development is substantially completed and sold and we have additional
construction work to be incurred, an estimated liability is provided to
cover the cost of such work. In addition, our warranty accrual includes
estimated costs for construction work that is unforeseen, but estimable
based on past history, at the time of closing. Both of these liabilities
are recorded in accounts payable and other liabilities in the Condensed
Consolidated Balance Sheets.
CAPITAL RESOURCES AND LIQUIDITY
Our operations consist primarily of residential housing development
and sales in our Northeast Region (New Jersey, southern New York state,
Pennsylvania, Ohio, Michigan, Illinois and Minnesota), our Southeast
Region (Washington D. C., Delaware, Maryland, Virginia, West Virginia,
North Carolina, South Carolina, and Florida), our Southwest Region (Texas
and Arizona), and our West Region (California). In addition, we provide
financial services to our homebuilding customers.
Our cash uses during the six months ended April 30, 2005 were for
operating expenses, increases in housing inventories, construction, income
taxes, interest, acquisitions, and the payoff of our revolving credit
facility. We provided for our cash requirements from housing and land
sales, the revolving credit facility, the issuance of $200 million of
Senior Notes and $100 million of Senior Subordinated Notes, financial
service revenues, and other revenues. We believe that these sources of
cash are sufficient to finance our working capital requirements and other
needs.
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. As of April 30, 2005, 2.2 million shares of Class A Common Stock
have been purchased under this program. In addition in 2003, we retired
at no cost 1.5 million shares that were held by a seller of a previous
acquisition. On March 5, 2004, our Board of Directors authorized a 2-for-
1 stock split in the form of a 100% stock dividend. All share information
reflects this stock dividend.
Our homebuilding bank borrowings are made pursuant to an amended
and restated unsecured revolving credit agreement (the "Agreement") that
provides a revolving credit line and letter of credit line of $900 million
through July 2008. The facility contains an accordion feature under which
the aggregate commitment can be increased to $1.0 billion subject to the
availability of additional commitments. Interest is payable monthly at
various rates of either the prime rate or a spread over LIBOR ranging from
1.10% to 2.00% per annum, depending on our Consolidated Leverage Ratio, as
defined in the Agreement. In addition, we pay a fee ranging from 0.20% to
0.40% per annum, depending on our Consolidated Leverage Ratio and the
weighted average unused portion of the revolving credit line. At April
30, 2005, there was $105.1 million drawn under this Agreement and we had
approximately $41.5 million of homebuilding cash. At April 30, 2005, we
had issued $272.5 million of letters of credit which reduces cash
available under the Agreement. We believe that we will be able either to
extend the Agreement beyond July 2008 or negotiate a replacement facility,
but there can be no assurance of such extension or replacement facility.
We currently are in compliance and intend to maintain compliance with the
covenants under the Agreement. We and each of our significant
subsidiaries, except for our title insurance and home mortgage
subsidiaries and joint ventures, is a guarantor under the Agreement.
At April 30, 2005, we had $805.3 million of outstanding senior
notes ($803.0 million, net of discount), comprised of $140.3 million
10 1/2% Senior Notes due 2007, $100 million 8% Senior Notes due 2012,
$215 million 6 1/2% Senior Notes due 2014, $150 million 6 3/8% Senior
Notes due 2014, and $200 million 6 1/4% Senior Notes due 2015. At
April 30, 2005, we had $400 million of outstanding senior subordinated
notes, comprised of $150 million 8 7/8% Senior Subordinated Notes due
2012, $150 million 7 3/4% Senior Subordinated Notes due 2013, and $100
million 6% Senior Subordinated Notes due 2010. We and each of our
wholly owned subsidiaries, except for K. Hovnanian Enterprises, Inc.,
the issuer of the senior and senior subordinated notes, and various
subsidiaries formerly engaged in the issuance of collateralized mortgage
obligations, our mortgage lending subsidiaries, a subsidiary engaged in
homebuilding activity in Poland, our title insurance subsidiaries, and
joint ventures, is a guarantor of the senior notes and senior subordinated
notes.
Our mortgage banking subsidiary's warehouse agreement was amended
on April 26, 2005. Pursuant to the agreement, we may borrow up to $250
million. The agreement expires in April 2006 and interest is payable
monthly at the Eurodollar Rate plus 1.25%. We believe that we will be
able either to extend this agreement beyond April 2006 or negotiate a
replacement facility, but there can be no assurance of such extension or
replacement facility. As of April 30, 2005, the aggregate principal
amount of all borrowings under this agreement was $124.3 million.
Total inventory increased $282.4 million during the six months ended
April 30, 2005. This increase excluded the increase in consolidated
inventory not owned of $35.8 million consisting of specific performance
options, options with variable interest entities, and other options that
were added to our balance sheet in accordance with SFAS 49, SFAS 98, and
EITF 97-10, and variable interest entities in accordance with FIN 46. See
"Notes to Condensed Consolidated Financial Statements" - Note 12 for
additional information on FIN 46. Excluding the impact of $69.8 million
from our acquisitions, total inventory in our Northeast Region increased
$98.8 million, the Southeast Region increased $123.1 million, the
Southwest Region increased $48.8 million, and our West Region decreased
$58.1 million; however, if you exclude the impact of property that was
owned at October 31, 2004, but is now under option and included in
Consolidated Inventory Not Owned - Other options, our West Region
increased $25.4 million. The increase in inventory was primarily the
result of future planned organic growth in our existing markets.
Substantially all homes under construction or completed and included in
inventory at April 30, 2005 are expected to be closed during the next
twelve months. Most inventory completed or under development is financed
through our line of credit and senior and senior subordinated
indebtedness.
We usually 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.
As a result, our commitment for major land acquisitions is reduced.
The following table summarizes the number of buildable homes
included in our total residential real estate. The April 30, 2005 and
October 31, 2004 numbers exclude real estate owned and options in
locations where we have ceased development.
Active Proposed Grand
Active Communities Developable Total
Communities Homes Homes Homes
----------- --------- ------------ ---------
April 30, 2005:
Northeast Region.. 28 7,695 22,645 30,340
Southeast Region.. 139 12,857 21,472 34,329
Southwest Region.. 88 11,057 10,744 21,801
West Region....... 53 10,023 7,605 17,628
----------- --------- ------------ ---------
308 41,632 62,466 104,098
=========== ========= ============ =========
Owned.......... 21,690 5,561 27,251
Optioned....... 19,942 56,905 76,847
--------- ------------ ---------
Total........ 41,632 62,466 104,098
========= ============ =========
Active Proposed Grand
Active Communities Developable Total
Communities Homes Homes Homes
----------- --------- ------------ ----------
October 31, 2004:
Northeast Region.. 28 7,163 21,160 28,323
Southeast Region.. 113 12,124 19,697 31,821
Southwest Region.. 85 10,859 9,205 20,064
West Region....... 49 11,277 8,455 19,732
----------- ----------- ---------- -----------
275 41,423 58,517 99,940
=========== =========== ========== ===========
Owned.......... 20,713 6,024 26,737
Optioned....... 20,710 52,493 73,203
----------- ---------- -----------
Total........ 41,423 58,517 99,940
=========== ========== ===========
Homes in active communities under contract at April 30, 2005 and
October 31, 2004 were 7,872 and 6,621, respectively. Such amounts do not
include our build on your own lot contracts or contracts from our
unconsolidated joint ventures.
The following table summarizes our started or completed unsold
homes and models:
April 30, October 31,
2005 2004
----------------------- -----------------------
Unsold Unsold
Homes Models Total Homes Models Total
------ ------ ----- ------ ------ -----
Northeast Region.... 76 29 105 77 39 116
Southeast Region.... 333 58 391 222 35 257
Southwest Region.... 791 73 864 683 78 761
West Region......... 314 156 470 329 160 489
------ ------ ----- ------ ------ -----
Total 1,514 316 1,830 1,311 312 1,623
====== ====== ===== ====== ====== =====
Receivables, deposits, and notes increased $18.6 million to $75.4
million at April 30, 2005. The increase was primarily due to an increase
in miscellaneous receivables due from unconsolidated joint ventures and
the timing of cash received from homes that closed at the end of April
2005. Receivables from home sales amounted to $22.3 million and $17.6
million at April 30, 2005 and October 31, 2004, respectively.
Prepaid expenses and other assets are as follows:
April 30, October 31, Dollar
2005 2004 Change
---------- ----------- ---------
Prepaid insurance.................... $ 8,074 $ - $ 8,074
Prepaid project costs................ 54,350 48,695 5,655
Investment in joint ventures......... 95,970 40,840 55,130
Senior residential rental properties. 8,644 8,830 (186)
Other prepaids....................... 22,354 16,632 5,722
Other assets......................... 24,176 19,459 4,717
----------- ----------- ---------
$ 213,568 $ 134,456 $ 79,112
=========== =========== =========
Prepaid insurance increased due to a payment of a full year of
insurance costs during the first quarter of every year. These costs are
amortized monthly on a straight line basis. Prepaid project costs
increased due to new communities. 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.
Investments in joint ventures increased as we entered into three new
homebuilding joint ventures during the six months ended April 30, 2005.
As of April 30, 2005, we have investments in six homebuilding joint
ventures and seven land and land development joint ventures. Other than
completion guarantees, no other guarantees associated with unconsolidated
joint ventures have been given. Also included in prepaid expenses and
other assets are debt issuance fees, non-qualified associate benefit plan
assets, and miscellaneous prepaids and assets.
At April 30, 2005, we had $32.7 million of goodwill. This amount
resulted from company acquisitions prior to fiscal 2003.
Definite life intangibles increased $5.9 million to $131.4 million
at April 30, 2005. The increase was the result of the Cambridge Homes
acquisition and contingent payments related to past acquisitions, offset
by amortization during the six months of $20.5 million. For any
acquisition, professionals are hired to appraise all acquired intangibles.
See "- Critical Accounting Policies - Intangible Assets" above for
additional information on intangibles. For tax purposes all our
intangibles, except those resulting from an acquisition classified as a
tax free exchange, are being amortized over 15 years.
Accounts payable and other liabilities are as follows:
April 30, October 31, Dollar
2005 2004 Change
--------- ----------- --------
Accounts payable.....................$ 99,368 $ 113,866 $(14,498)
Reserves............................. 87,546 72,289 15,257
Accrued expenses..................... 27,607 28,016 (409)
Accrued compensation................. 52,852 78,283 (25,431)
Property secured by a mortgage....... 11,750 11,750 -
Other liabilities.................... 30,863 25,417 5,446
--------- ----------- --------
$309,986 $ 329,621 $(19,635)
========= =========== ========
The decrease in accounts payable was primarily due to decreases in
land development activity in the winter months in the Northeast and lower
deliveries in the second quarter of 2005 compared to the fourth quarter of
2004 throughout our markets, which results in less activity and lower
payables. Reserves increased for our general liability insurance
deductible, owner controlled insurance program and bonding. The decrease
in accrued compensation was due to the payout of our fiscal year 2004
bonuses during the first quarter of 2005. The remainder of other
liabilities include payroll withholdings, deferred income, and a
nonrecourse mortgage associated with our corporate office.
Financial Services - Mortgage loans held for sale consist of
residential mortgages receivable of which $156.8 million and $209.2
million at April 30, 2005 and October 31, 2004, respectively, are being
temporarily warehoused and awaiting sale in the secondary mortgage market.
We may incur risk with respect to mortgages that are delinquent, but only
to the extent the losses are not covered by mortgage insurance or resale
value of the house. Historically, we have incurred minimal credit losses.
RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2005
COMPARED TO THE THREE AND SIX MONTHS ENDED APRIL 30, 2004
Total Revenues:
Compared to the same prior period, revenues increased as follows:
Three Months Ended
--------------------------------------------
April 30, April 30, Dollar Percentage
2005 2004 Change Change
----------- ----------- -------- ----------
(Dollars In Thousands)
Homebuilding:
Sale of homes........ $1,189,672 $ 900,943 $288,729 32.0%
Land sales and other
revenues........... 10,668 4,395 6,273 142.7%
Financial Services..... 16,269 13,470 2,799 20.8%
----------- ----------- -------- ----------
Total Revenues... $1,216,609 $ 918,808 $297,801 32.4%
=========== =========== ======== ==========
Six Months Ended
----------------------------------------------
April 30, April 30, Dollar Percentage
2005 2004 Change Change
----------- ----------- ----------- ----------
(Dollars In Thousands)
Homebuilding:
Sale of homes........ $ 2,205,641 $1,658,216 $ 547,425 33.0%
Land sales and other
revenues........... 36,502 7,564 28,938 382.6%
Financial Services... 30,462 28,243 2,219 7.9%
----------- ----------- ----------- ----------
Total Revenues... $ 2,272,605 $1,694,023 $ 578,582 34.2%
=========== =========== =========== ==========
Homebuilding:
Compared to the same prior period, housing revenues increased $288.7
million or 32.0% during the three months ended April 30, 2005 and
increased $547.4 million or 33.0% during the six months ended April 30,
2005. Housing revenues are recorded when title is conveyed to the buyer,
adequate cash payment has been received, and there is no continued
involvement. Land and lot sales are incidental to our residential housing
operations and are expected to continue in the future but may
significantly fluctuate up or down.
Information on homes delivered by market area is set forth below:
Three Months Ended Six Months Ended
April 30, April 30,
---------------------- ----------------------
2005 2004 2005 2004
---------- ---------- ---------- ----------
(Dollars in Thousands)
Northeast Region:
Dollars............ $ 267,245 $ 208,620 $ 505,706 $ 400,528
Homes.............. 725 669 1,412 1,309
Southeast Region (1):
Dollars............ $ 334,900 $ 253,485 $ 598,734 $ 444,547
Homes.............. 1,118 987 2,020 1,774
Southwest Region:
Dollars............ $ 164,133 $ 154,564 $ 300,044 $ 282,378
Homes.............. 900 884 1,615 1,608
West Region:
Dollars............ $ 423,394 $ 284,274 $ 801,157 $ 530,763
Homes.............. 1,005 813 1,967 1,563
Consolidated Total:
Dollars............ $ 1,189,672 $ 900,943 $2,205,641 $1,658,216
Homes.............. 3,748 3,353 7,014 6,254
Unconsolidated Joint
Ventures (2):
Dollars............ $ 123,732 $ 8,484 $ 135,317 $ 11,310
Homes.............. 351 19 373 29
Totals:
Housing Revenues... $ 1,313,404 $ 909,427 $2,340,958 $1,669,526
Homes Delivered.... 4,099 3,372 7,387 6,283
(1) The number and dollar amount of deliveries in the Southeast Region
in the second quarter of fiscal 2005 include the effect of the
Cambridge Homes acquisition, which closed in March 2005.
(2) The number and dollar amount of deliveries in the Unconsolidated
Joint Ventures in the second quarter of fiscal 2005 include the
effect of the Town & Country Homes acquisition, which closed in
March 2005.
An important indicator of our future results are recently signed
contracts and home contract backlog for future deliveries. Our sales
contracts and homes in contract backlog using base sales prices by market
area are set forth below:
Net Contracts(2) for the
Six Months Ended Contract Backlog
April 30, as of April 30,
------------------------- ------------------------
2005 2004 2005 2004
----------- ----------- ----------- -----------
(Dollars in Thousands)
Northeast Region (1):
Dollars............ $ 443,341 $ 510,609 $ 732,039 $ 733,520
Homes.............. 1,256 1,550 2,100 2,440
Southeast Region (3):
Dollars............ $ 823,167 $ 592,990 $ 1,144,365 $ 750,663
Homes.............. 2,367 2,143 3,236 2,592
Southwest Region:
Dollars............ $ 400,535 $ 323,925 $ 272,554 $ 204,621
Homes.............. 2,119 1,873 1,428 1,254
West Region:
Dollars............ $ 860,487 $ 832,706 $ 862,048 $ 587,174
Homes.............. 2,122 2,340 2,072 1,570
Consolidated Total:
Dollars............ $ 2,527,530 $2,260,230 $ 3,011,006 $2,275,978
Homes.............. 7,864 7,906 8,836 7,856
Unconsolidated Joint
Ventures (4):
Dollars............ $ 361,784 $ 135,786 $ 879,482 $ 140,353
Homes.............. 704 230 2,150 237
Totals:
Dollars............ $ 2,889,314 $2,396,016 $ 3,890,488 $2,416,331
Homes............... 8,568 8,136 10,986 8,093
(1) During the first quarter of 2005, a community in the Northeast Region
was contributed to a joint venture. As a result, the 56 contracts
in consolidated backlog at October 31, 2004 for that community were
moved to unconsolidated joint ventures backlog.
(2) Net contracts are defined as new contracts signed during the period
for the purchase of homes, less cancellations of prior period
contracts.
(3) The number and the dollar amount of net contracts and backlog in the
Southeast in the second quarter of fiscal 2005 include the effect of
the Cambridge Homes acquisition, which closed in March 2005.
(4) The number and the dollar amount of net contracts and backlog in
Unconsolidated Joint Ventures in the second quarter of fiscal 2005
include the effect of the Town & Country Homes acquisition, which
closed in March 2005.
During May 2005, we signed an additional 1,518 net contracts
amounting to $514.2 million in consolidated communities and 220 net
contracts amounting to $96.6 million in unconsolidated joint ventures
compared to 1,454 net contracts amounting to $431.1 million in
consolidated communities and 33 net contracts amounting to $23.8 million
in unconsolidated joint ventures in the same month last year.
Cost of sales includes expenses for housing and land and lot sales.
A breakout of such expenses for housing sales and housing gross margin is
set forth below:
Three Months Ended Six Months Ended
April 30, April 30,
---------------------- ----------------------
2005 2004 2005 2004
---------- ---------- ---------- ----------
(Dollars in Thousands)
Sale of Homes...............$1,189,672 $ 900,943 $2,205,641 $1,658,216
Cost of Sales, excluding
Interest.................. 875,016 673,778 1,632,101 1,236,678
---------- ---------- ---------- ----------
Housing Gross Margin, before
Interest expense.......... 314,656 227,165 573,540 421,538
Cost of Sales Interest...... 14,863 13,847 27,832 25,790
---------- ---------- ---------- ----------
Housing Gross Margin,
After interest expense....$ 299,793 $ 213,318 $ 545,708 $ 395,748
========== ========== ========== ==========
Gross Margin Percentage,
Before interest expense... 26.4% 25.2% 26.0% 25.4%
Gross Margin Percentage,
After interest expense.... 25.2% 23.7% 24.7% 23.9%
Cost of Sales expenses as a percentage of home sales revenues are
presented below:
Three Months Ended Six Months Ended
April 30, April 30,
------------------- -------------------
2005 2004 2005 2004
-------- -------- -------- --------
Sale of Homes................ 100.0% 100.0% 100% 100%
-------- -------- -------- --------
Cost of Sales, excluding
Interest:
Housing, land &
development costs.... 65.7% 66.7% 65.8% 66.5%
Commissions............ 2.1% 2.3% 2.1% 2.3%
Financing concessions.. .9% 1.1% .9% 1.0%
Overheads.............. 4.9% 4.7% 5.2% 4.8%
-------- -------- -------- --------
Total Cost of Sales, before
Interest expense........... 73.6% 74.8% 74.0% 74.6%
-------- -------- -------- --------
Gross Margin Percentage,
Before interest expense.... 26.4% 25.2% 26.0% 25.4%
Cost of Sales interest....... 1.2% 1.5% 1.3% 1.5%
-------- -------- -------- --------
Gross Margin Percentage,
After interest expense...... 25.2% 23.7% 24.7% 23.9%
======== ======== ======== ========
We sell a variety of home types in various local communities, each
yielding a different gross margin. As a result, depending on the
geographic mix of deliveries and the mix of both communities and of home
types delivered, consolidated quarterly gross margin will fluctuate up or
down and may not be representative of the consolidated gross margin for
the year. The consolidated gross margin before interest expense for the
three and six months ended April 30, 2005 was 120 and 60 basis points,
respectively, higher than the same periods in 2004. Our gross margin
after interest expense for the three and six months ended April 30, 2005
was 150 and 80 basis points, respectively, more than the same periods last
year. Cost of sales interest related to homes sold as a percentage of
home revenues amounted to 1.2% and 1.3% for the three and six months ended
April 30, 2005, respectively, and 1.5% for both the three and six months
ended April 30, 2004. This percentage decrease is due to our average debt
as a percentage of average inventory decreasing and lower interest rates.
Homebuilding selling, general, and administrative expenses as a
percentage of homebuilding revenues remained relatively flat at 8.9% for
the three months ended April 30, 2005 and April 30, 2004 and 9.1% for the
six months ended April 30, 2005 and April 30, 2004. Such expenses
increased $26.2 million and $51.0 million for the three and six months
ended April 30, 2005 compared to the same period last year. The dollar
increase was in line with our organic growth as we increase selling,
general and administrative costs associated with the expected increase in
the number of active selling communities in all of our regions.
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 Six Months Ended
April 30, April 30,
------------------ ------------------
2005 2004 2005 2004
-------- -------- -------- --------
Land and Lot Sales................ $ 1,173 $ 446 $24,177 $ 1,585
Cost of Sales..................... 1,811 328 15,982 1,363
-------- -------- -------- --------
Land and Lot Sales Gross Margin... $ (638) $ 118 $ 8,195 $ 222
======== ======== ======== ========
Land and lot sales are incidental to our residential housing
operations and are expected to continue in the future but may
significantly fluctuate up or down.
Financial Services
Financial services consist primarily of originating mortgages from
our homebuyers and selling such mortgages in the secondary market, and
title insurance activities. For the three and six months ended April 30,
2005, financial services provided a $4.8 million and $9.1 million profit
before income taxes, respectively, compared to a profit of $4.8 million
and $11.5 million for the same periods in 2004, respectively. The
decrease in pretax profit for the six months ended April 30, 2005 is
primarily due to reduced spreads resulting from the steady rise in
homebuyers choosing to use Adjustable Rate Mortgage (ARM) products which
historically are less profitable to originate and lower gross spreads due
to increased competition for purchase mortgages as the market for
refinancing mortgages has significantly declined.
Corporate General and Administrative
Corporate general and administrative expenses represent the
operations at our headquarters in Red Bank, New Jersey. Such expenses
include our executive offices, information services, human resources,
corporate accounting, training, treasury, process redesign, internal
audit, construction services, and administration of insurance, quality,
and safety. As a percentage of total revenues, such expenses decreased to
1.2% for the three months ended April 30, 2005 from 1.6% for the prior
year's three months and decreased to 1.4% for the six months ended April
30, 2005 from 1.7% for the prior year's six months. Corporate general and
administrative expenses increased $0.2 million and $1.6 million during the
three and six months ended April 30, 2005, compared to the same periods
last year. The increase in corporate general and administrative expenses
is primarily attributed to additional salary and employee expense due to
increased headcount as our company continues to grow.
Other Interest
Other interest declined $1.1 million for both the three months and
six months ended April 30, 2005. This reduction is primarily due to lower
interest rates and the ratio of capitalized interest to total interest
incurred.
Other Operations
Other operations consist primarily of miscellaneous residential
housing operations expenses, senior rental residential property
operations, amortization of senior and senior subordinated note issuance
expenses, earnout payments from homebuilding company acquisitions,
minority interest relating to consolidated joint ventures, and corporate
owned life insurance.
Intangible Amortization
We are amortizing our definite life intangibles over their expected
useful life, ranging from three to seven years. Intangible amortization
increased $5.8 million and $11.1 million for the three and six months
ended April 30, 2005, when compared to the same periods last year. This
increase was the result of the amortization expense associated with the
fiscal 2002 California acquisition brand name, which is being phased out.
Recent Accounting Pronouncements
In December 2004, the FASB issued SFAS No. 123 (Revised 2004) "Share
Based Payment" ("SFAS 123R"), which is a revision of SFAS 123 and
supersedes APB 25 and SFAS 148. This statement requires that the cost
resulting from all share-based payment transactions be recognized in an
entity's financial statements. This statement establishes fair value as
the measurement objective in accounting for share-based payment
arrangements and requires all entities to apply a fair value based
measurement method in accounting for share-based payment transactions with
employees except for equity instruments held by employee share ownership
plans. See Note 2 to the "Condensed Consolidated Financial Statements"
for a further description of SFAS 123R and its expected impact on our
first quarter fiscal 2006 net income.
In March 2005, the Securities and Exchange Commission released SEC
Staff Accounting Bulletin ("SAB") No. 107, Share-Based Payment. SAB No.
107 provides the SEC staff position regarding the application of SFAS No.
123(R). SAB No. 107 contains interpretive guidance related to the
interaction between SFAS No. 123(R) and certain SEC rules and regulations,
as well as provides the staff's views regarding the valuation of share-
based payment arrangements for public companies. SAB No. 107 also
highlights the importance of disclosures made related to the accounting
for share-based payment transactions. We are currently evaluating SAB No.
107 and will be incorporating it as part of our adoption of SFAS No.
123(R).
In December 2004, the FASB issued Staff Position 109-1 ("FSP 109-
1"), Application of FASB Statement No. 109 ("FASB No. 109"), "Accounting
for Income Taxes", to the Tax Deduction on Qualified Production Activities
Provided by the American Jobs Creation Act of 2004. FSP 109-1 clarifies
guidance that applies to the new deduction for qualified domestic
production activities. When fully phased-in, the deduction will be up to
9% of the lesser of "qualified production activities income" or taxable
income. FSP 109-1 clarifies that the deduction should be accounted for as
a special deduction under FASB No. 109 and will reduce tax expense in the
period or periods that the amounts are deductible on the tax return. Any
tax benefits resulting from the new deduction will be effective for our
fiscal year ending October 31, 2006. We are in the process of assessing
the impact, if any, the new deduction will have on our financial
statements.
Total Taxes
Total taxes as a percentage of income before taxes increased for the
three months ended April 30, 2005 to 39.2% from 37.2% for the three months
ended April 30, 2004 and for the six months ended April 30, 2005 to 38.8%
from 37.4% for the same period last year. The prior year effective rates
were lower than the current year due to refunds recorded in the second
quarter of 2004 related to adjustments to previous years' taxes.
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, for some reason, the combination of future
years income (or loss) combined with the reversal of the timing
differences results in a loss, such losses can be carried back to prior
years to recover the deferred tax assets. As a result, management is
confident such deferred tax assets are recoverable regardless of future
income.
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 costs, including land and
interest costs, will substantially outpace increases in the income of
potential purchasers. In recent years, in the price ranges in which our
homes sell, we have not found this risk to be a significant problem.
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%
of our homebuilding cost of sales.
Mergers and Acquisitions
On March 1, 2005, we acquired for cash the assets of Cambridge
Homes, a privately held Orlando homebuilder and provider of related
financial services, headquartered in Altamonte Springs, Florida. The
acquisition provides us with a presence in the greater Orlando market,
which is the 9th largest housing market in the U.S., based on 2003 new
home starts.
The Cambridge Homes acquisition was accounted for as a purchase,
with the results of its operations included in our consolidated financial
statements as of the date of the acquisition.
On March 2, 2005, we acquired the operations of Town & Country
Homes, a privately held homebuilder and land developer headquartered in
Lombard, Illinois, which occurred concurrently with our entering into a
joint venture agreement with affiliates of Blackstone Real Estate Advisors
in New York to own and develop Town & Country's existing residential
communities. The joint venture is being accounted for under the equity
method. Town & Country Homes operations beyond the existing owned and
optioned communities, as of the acquisition date, are wholly owned and
included in our consolidated financial statements.
The Town & Country acquisition provides us with a strong initial
position in the greater Chicago market, which is the 6th largest housing
market in the U.S., based on 2003 new home starts. This acquisition also
expands our operations into the Florida markets of West Palm Beach, Boca
Raton and Fort Lauderdale and bolsters our current presence in
Minneapolis/St. Paul, which is the 10th largest housing market in the
U.S., based on 2003 new home starts. Town & Country designs, markets and
sells a diversified product portfolio in each of its markets, including
single family homes and attached townhomes, as well as mid-rise
condominiums in Florida. Town & Country serves a broad customer base
including first-time, move-up and luxury homebuyers.
Safe Harbor Statement
All statements in this Form 10-Q that are not historical facts
should be considered as "Forward-Looking Statements" within the meaning 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. 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. Such risks, uncertainties and other factors include, but are
not limited to:
. Changes in general and local economic and business conditions;
. Weather conditions;
. Changes in market conditions;
. Changes in home prices and sales activity in the markets where
the Company builds homes;
. Government regulation, including regulations concerning
development of land, the homebuilding process, and the
environment;
. Fluctuations in interest rates and the availability of mortgage
financing;
. Shortages in, and price fluctuations of, raw materials and labor;
. The availability and cost of suitable land and improved lots;
. Levels of competition;
. Availability of financing to the Company;
. Utility shortages and outages or rate fluctuations; and
. Geopolitical risks, terrorist acts and other acts of war.
Certain risks, uncertainties, and other factors are described in
detail in Item 1 and 2 "Business and Properties" in our Form 10-K for the
year ended October 31, 2004.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The primary market risk facing us is interest rate risk on our long-
term debt. In connection with our mortgage operations, mortgage loans
held for sale and the associated mortgage warehouse line of credit 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 risk from mortgage loans is
not material. We do not hedge interest rate risk other than on mortgage
loans using financial instruments. We are also subject to foreign
currency risk but this risk is not material. The following table sets
forth as of April 30, 2005, our long term debt obligations, principal cash
flows by scheduled maturity, weighted average interest rates and estimated
fair market value ("FMV").
As of April 30, 2005
--------------------------------------------------
Expected Maturity Date
FMV @
2005 2006 2007 2008 2009 2010 Thereafter Total 4/30/05
------- ------- -------- ------- -------- -------- --------- --------- -----------
(Dollars in Thousands)
Long Term Debt(1):
Fixed Rate.... $ 33,419 $ 632 $140,927 $ 722 $ 773 $100,827 $ 986,019 $1,263,319 $1,272,717
Average
interest rate 8.32% 6.65% 10.48% 6.70% 6.72% 6.01% 7.14% 7.46%
Variable Rate.
Average
interest rate
(1) Does not include bonds collateralized by mortgages receivable.
Item 4. 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 is recorded,
processed, summarized and reported within the time periods specified in
the Securities and Exchange Commission'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 April 30, 2005. 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.
In addition, there was no change in the Company's internal control over
financial reporting that occurred during the quarter ended April 30, 2005
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II. Other Information
Item 1. Legal Proceedings
In March 2005, the Company received two requests for information
pursuant to Section 308 of the Clean Water Act from Region 3 of the
Environmental Protection Agency ("EPA") requesting information about storm
water discharge practices in connection with completed, ongoing and
planned homebuilding projects by subsidiaries in the states and district
that comprise EPA Region 3. We also received a notice of violations for
one project in Pennsylvania and requests for sampling plan implementation
in two projects in Pennsylvania. The amount requested by the EPA to settle
the asserted violations at the one project was not material. We have
agreed upon a timetable for staged submissions of the requested
information and are meeting those dates. To the extent that the
information provided were to lead the EPA to assert violations of state
and/or federal regulatory requirements and request injunctive relief
and/or civil penalties, we will defend and attempt to resolve such
asserted violations. At this time, we cannot predict the outcome of the
EPA's review or estimate the costs that may be involved in resolving such
claims.
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds
This table provides information with respect to purchases of shares
of our Class A common stock made by or on behalf of Hovnanian Enterprises
during the fiscal second quarter of 2005.
Issuer Purchases of Equity Securities (1)
Total Number
Of Shares Maximum Number of
Purchased as Shares That May
Part of Publicly Yet Be Purchased
Total Number of Average Price Announced Plans Under The Plans
Period Shares Purchased Paid Per Share or Programs or Programs
- ---------------- ---------------- -------------- ---------------- -----------------
February 1, 2005
Through
February 28, 2005 200,000 51.91 200,000 1,887,668
- -------------------------------------------------------------------------------------
March 1, 2005
Through
March 31, 2005 - - - 1,887,668
- -------------------------------------------------------------------------------------
April 1, 2005
Through
April 30, 2005 100,000 55.50 100,000 1,787,668
- -------------------------------------------------------------------------------------
Total 300,000 53.11 300,000
================ ============== ================
(1) In July 2001, our Board of Directors authorized a stock repurchase
program to purchase up to 4 million shares of Class A Common Stock. On
March 5, 2004, our Board of Directors authorized a 2-for-1 stock split in
the form of a 100% stock dividend. All share information reflects our
dividend.
No shares of our Class B common stock were purchased by or on behalf of
Hovnanian Enterprises during the fiscal second quarter of 2005.
Item 4. Submission of Matters to a Vote of Security Holders.
We held our annual stockholders meeting on March 8, 2005 at 5:00
p.m. at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington
Avenue, New York, New York. The following matters were voted at the
meeting:
(1) Election of all Directors to hold office until the next Annual
Meeting of Stockholders. There were no broker non-votes. The elected
Directors were:
Class A Class B
Votes For Votes Withheld Votes For Votes Withheld
---------- -------------- ----------- --------------
Kevork S. Hovnanian 27,572,346 13,644,588 137,889,006 104,700
Ara K. Hovnanian 27,573,820 13,643,114 137,884,006 109,700
Geaton A. Decesaris,Jr. 27,537,337 13,679,597 137,889,006 104,700
Arthur M. Greenbaum 26,755,001 14,461,933 137,889,006 104,700
Edward A. Kangas 39,270,962 1,945,972 137,990,706 3,000
Desmond P. McDonald 35,848,178 5,368,756 137,990,706 3,000
John J. Robbins 39,393,181 1,823,753 137,990,706 3,000
J. Larry Sorsby 27,502,725 13,714,209 137,889,006 104,700
Stephen D. Weinroth 35,732,286 5,484,648 137,990,706 3,000
(2) Ratification of selection of Ernst & Young, LLP as independent
registered public accountants for fiscal year ending October 31, 2005.
There were no broker non-votes.
Class A Class B
------------ ------------
.. Votes For 40,445,321 137,991,706
.. Votes Against 741,401 2,000
.. Abstain 30,211 0
Item 6. Exhibits
Exhibit 3(a) Certificate of Incorporation of
the Registrant. (1)
Exhibit 3(b) Certificate of Amendment of
Certificate of Incorporation of the
Registrant. (2)
Exhibit 3(c) Certificate of Amendment of
Certificate of Incorporation of the Registrant. (3)
Exhibit 3(d) Restated Bylaws of the Registrant. (4)
Exhibit 10(a) Third Amendment to First Restated
Revolving Credit Agreement dated as of August 3, 2004,
among K. Hovnanian Mortgage, Inc., and K. Hovnanian
American Mortgage, LLC., Guaranty Bank, Bank of America
NA,J P Morgan Chase Bank, Comerica Bank, National City
Bank of Kentucky, U S Bank N A, Colonial Bank NA, and
Washington Mutual Bank FA (Warehouse Agreement). (5)
Exhibit 10(b) Fourth Amended and Restated Credit
Agreement dated as of June 18, 2004, among K. Hovnanian
Enterprises,Inc., Hovnanian Enterprises, Inc., PNC Bank
NA, Bank of America NA, Wachovia Bank NA, Bank One NA,
Key Bank, National Association, and The Royal Bank of
Scotland. (5)
Exhibit 31(a) Rule 13a-14(a)/15d-14(a)
Certification of Chief Executive Officer.
Exhibit 31(b) Rule 13a-14(a)/15d-14(a)
Certification of Chief Financial Officer.
Exhibit 32(a) Section 1350 Certification of Chief
Executive Officer.
Exhibit 32(b) Section 1350 Certification of Chief
Financial Officer.
(1) Incorporated by reference to Exhibits to
Registration Statement (No. 2-85198) on
Form S-1 of the Registrant.
(2) Incorporated by reference to Exhibit 4.2 to Registration
Statement (No. 333-106761) on Form S-3
of the Registrant.
(3) Incorporated by reference to Exhibits to
Quarterly Report on Form 10-Q of the Registrant for
the quarter ended January 31, 2004.
(4) Incorporated by reference to Exhibit 3.2 to
Registration Statement (No. 1-08551) on
Form 8-A of the Registrant.
(5) Incorporated by reference to Exhibits to
Quarterly Report on Form 10-Q of the Registrant for
the quarter ended July 31, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
l934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
HOVNANIAN ENTERPRISES, INC.
(Registrant)
DATE: June 9, 2005 /S/J. LARRY SORSBY
J. Larry Sorsby,
Executive Vice President and
Chief Financial Officer
DATE: June 9, 2005 /S/PAUL W. BUCHANAN
Paul W. Buchanan,
Senior Vice President
Corporate Controller
52